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): August 17, 2022 |
(Exact name of Registrant as Specified in Its Charter)
Nevada |
001-39187 |
87-0449945 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2370 Corporate Circle, Suite 160 |
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Henderson, Nevada |
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89074 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (702) 941-8047 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 |
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 1.01 Entry into a Material Definitive Agreement.
On August 17, 2022, CleanSpark, Inc. (the “Company”), through its wholly owned subsidiary, CSRE Properties Washington, LLC, a Georgia limited liability company (“CSRE”), entered into the First Amendment to Purchase and Sale Agreement (the “Amendment”) with SPRE Commercial Group, Inc. f/k/a WAHA, Inc., a Georgia corporation (the “Seller”), which amended the previously announced Purchase and Sale Agreement (the “Land Purchase Agreement”), dated as of August 5, 2022, pursuant to which the Company agreed to purchase certain real property located in Wilkes County, Georgia (the “Property”), from the Seller. The material terms of the Land Purchase Agreement are described in Item 5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed on August 10, 2022, and are incorporated herein by reference. The Amendment (i) reduced the purchase price of the Property from $16,200,000 to $15,000,000 and (ii) correspondingly reduced the portion of the purchase price to be financed through a loan from the Seller from $3,161,747 to $1,961,747.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 17, 2022, the Company, through CSRE, completed its acquisition of the Property from the Seller for a purchase price of $15,000,000, under the terms of the previously-announced Land Purchase Agreement, as amended by the Amendment.
Additionally, on August 17, 2022, the Company, through its wholly owned subsidiary, CleanSpark DW, LLC, a Georgia limited liability company, completed its acquisition of a mix of S19 and S19 J Pro bitcoin miners equal to approximately 341,985 terahashes from WAHA Technologies, Inc., a Georgia corporation (the “Equipment Seller”), an affiliate of the Seller, for a purchase price of $8,891,610, under the terms of the previously announced Equipment Purchase and Sale Agreement, dated as of August 5, 2022, by and between CleanSpark DW, LLC and the Equipment Seller.
Item 9.01 Financial Statements and Exhibits.
a) Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document |
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 thereunto duly authorized.
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CLEANSPARK, INC. |
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Date: |
August 23, 2022 |
By: |
/s/ Rachel Silverstein |
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Name: Rachel Silverstein |
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (hereinafter referred to as the "Amendment") is made effective as of the latest date appearing below the undersigned signatures, by and between CSRE PROPERTIES WASHINGTON, LLC, a Georgia limited liability company (“Purchaser”) and SPRE COMMERCIAL GROUP, INC. F/K/A WAHA, INC., a Georgia corporation (“Seller”).
W I T N E S S E T H:
WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement, with an Effective Date of August 5, 2022, wherein the Seller agreed to sell and the Purchaser agreed to purchase approximately 27.37 acres of land located at 197 Dixie Wood Road, Wilkes County, Georgia 30672 (hereinafter referred to as the "Agreement"); and
WHEREAS, the parties desire to amend certain terms and provisions of the Agreement;
NOW THEREFORE, in consideration of the premises, Ten Dollars ($10.00) in hand paid by Purchaser to Seller and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and the mutual covenants contained herein, the parties do hereby covenant and agree as follows:
The purchase price of the Property shall be Fifteen Million and No/100’s Dollars ($15,000,000.00).
2. Section 3 and 17 shall be amended so that the amount of the Seller Financing in the Agreement shall be in the principal amount of One Million Nine Hundred Sixty-One Thousand Seven Hundred Forty-Seven and 05/100’s Dollars ($1,961,747.05). The interest rate shall be twelve percent (12%) and shall be for a term of twelve (12) months to be repaid in twelve (12) monthly installments of One Hundred Seventy-three Thousand six Hundred fifty-one and 11/100’s Dollars ($173,651.11) evidenced by a promissory note executed by Purchaser.
3. Miscellaneous. All capitalized terms used herein will have the meanings ascribed to those terms in the Agreement, unless otherwise specified. Except as herein modified, the Agreement shall remain in full force and effect. This Amendment may be executed in several counterparts, each of which shall be deemed an original instrument, and such counterparts together constitute one and the same instrument. A counterpart executed by any party hereto and transmitted to the other party hereto by facsimile or e-mail will have the same effect as the delivery of the original counterpart.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment under seal as of the day and year set forth below.
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