| Item 1.01 | Entry into a Material Definitive Agreement. |
Common Stock Offering
On
February 1, 2023, TeraWulf Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with JonesTrading Institutional Services LLC, as representative of the several underwriters (the “Underwriters”), relating
to an underwritten offering of 36,764,706 shares (the “Company Shares”) of its $0.001 par value common stock (the “Offering”).
Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day over-allotment
option to purchase up to an additional 5,514,705 shares of its common stock. The Company
estimates that gross proceeds from the Offering will be approximately $25 million, before deducting underwriting discounts and commissions
and estimated Offering expenses, and assuming no exercise of the Underwriters’ over-allotment option.
The Underwriting Agreement includes
customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and
termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or
to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The Company Shares will be issued
pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-262226), previously declared effective by the
Securities and Exchange Commission (“SEC”) on February 4, 2022, and the preliminary prospectus supplement relating to this
offering, filed on February 1, 2023. The closing of the offering is expected to take place on or about February 6, 2023, subject to the
satisfaction of customary closing conditions.
A preliminary prospectus supplement
describing the terms of the sale of the Company Shares has been filed with the SEC and a final prospectus supplement will be filed with
the SEC. Copies of the final prospectus supplement relating to the securities being offered may be obtained, when available, from JonesTrading
Institutional Services LLC, Attn: Syndicate; email: syndicate@jonestrading.com; telephone: (212)-907-5398. Electronic
copies of the final prospectus supplement will also be available on the SEC’s website at http://www.sec.gov.
On
February 2, 2023, the Company issued a press release announcing the pricing of the Offering which is attached hereto as Exhibit 99.1,
the text of which is incorporated herein by reference.
A
copy of the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, relating to the validity of the Company Shares in connection
with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on
Form 8–K shall not constitute an offer to sell or a solicitation of an offer to buy securities, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Voting and Support Agreement
On February 1, 2023, the Company filed
a preliminary proxy statement to hold a special meeting (the “Special Meeting”) of its shareholders to amend the Company’s
charter to (i) increase the maximum number of authorized shares of common stock, with the par value of $0.001 per share, from 200,000,000
to 400,000,000 and the maximum number of authorized shares of preferred stock, with the par value of $0.001 per share, from 25,000,000
to 100,000,000 (collectively, the “Share Increase Amendment”) and (ii) remove the restriction on stockholder action by written
consent (the “Written Consent Amendment” and, together with the Share Increase Amendment, the “Charter Amendments”).
The Company’s shareholders of record as of the close of business on January 27, 2023 are entitled to vote their shares at the Special
Meeting.
As an inducement for the Exchanging
Shareholder (as defined below) to enter into the Exchange Agreement (as defined and described below), the Company entered into a Voting
and Support Agreement, dated January 30, 2023, with certain of the Company’s shareholders (the “Voting and Support Agreement”).
Pursuant to the Voting and Support Agreement, such shareholders have agreed to vote in support of the Charter Amendments at the Special
Meeting. The Voting and Support Agreement contains customary representations, warranties, covenants and is subject to customary closing
conditions and termination rights.