Current Report Filing (8-k)
March 08 2021 - 5:25PM
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):
March 2, 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 2, 2021 and March 4, 2021, CleanSpark, Inc., a Nevada corporation
(the “Company”), entered into agreements (the “Agreements”) with a premier cryptocurrency mining equipment
supplier (the “Supplier”), pursuant to which the Company purchased 1,150 mining servers (the “Equipment”).
As compensation for the Equipment, the Company agreed to pay the Supplier $7,070,000, of which $4,242,000 was payable immediately
and the remaining $2,828,000 is payable no later than thirty days prior to shipment of the Equipment. The Company currently expects
to receive the mining servers in June 2021, and plans to use the Equipment to expand its digital currency mining activities through
its wholly-owned subsidiaries.
The foregoing description of the Agreements does not purport to
be complete, and is qualified in its entirety by reference to the complete text of such Agreements, the form of which will be filed
as an exhibit to the Company’s next periodic report.
Item 7.01
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Regulation FD
Disclosure.
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On March 9, 2021, the Company issued a press release announcing
the Agreements. 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 disclosedsolely pursuant to this
Item 7.01.
Forward Looking Statements
This Current Report 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, including statements regarding the expected delivery dates of the Equipment, the Company’s digital
currency mining activities, business strategy, and plans 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, future profitability associated
with mining cryptocurrencies, 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,”
“could,” “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 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 due
to risks, uncertainties and other factors described in the press release attached hereto as Exhibit 99.1, the Company’s prior
press releases and in its other filings with the Securities and Exchange Commission (“SEC”), including under the heading
"Risk Factors" in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. 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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(d) Exhibits
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: March 8, 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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