Current Report Filing (8-k)
January 21 2021 - 1:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
January 21, 2021
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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001-39187
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87-0449945
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CLSK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
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Regulation FD Disclosure.
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On January 21, 2021, CleanSpark, Inc., a Nevada corporation (the
“Company”), issued a press release regarding a recent short report. A copy of this press release is attached hereto
as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).
The information set forth under Item 7.01 of this Current Report,
including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not
be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely
by Regulation FD.
Forward Looking Statements
This Current Report, including Exhibit 99.1, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of
historical fact contained in this Current Report and Exhibit 99.1 are forward-looking statements. These statements involve known
and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements.
In addition, projections, assumptions and estimates of the Company’s
future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree
of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“would,” “could,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”
“predict,” “potential” or “continue” or the negative of these terms or other similar expressions.
The forward-looking statements in this Current Report, including Exhibit 99.1, are only predictions. The Company has based these
forward-looking statements largely on its current expectations and projections about future events and financial trends that the
Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations
and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number
of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved
or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company
operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and
it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does
not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information,
future events, changed circumstances or otherwise.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC.
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Dated: January 21, 2021
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By:
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/s/ Zachary K. Bradford
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Zachary K. Bradford
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Chief Executive Officer and President
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