false0000827876CLEANSPARK, INC.00008278762023-10-242023-10-24

 

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): October 24, 2023

 

 

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

001-39187

87-0449945

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2370 Corporate Circle, Suite 160

 

Henderson, Nevada

 

89074

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (702) 989-7692

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

CLSK

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2023, the compensation committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CleanSpark, Inc., a Nevada corporation (the “Company”), approved amendments to the executive employment agreements of Zachary Bradford, the Company’s Chief Executive Officer and President, S. Matthew Schultz, the Company’s Executive Chairman, and Gary

A. Vecchiarelli, the Company’s Chief Financial Officer (as amended prior to the date hereof, each an "Employment Agreement"), as more particularly described below.

Amendment to Zachary Bradford’s Employment Agreement

On October 24, 2023, Mr. Bradford’s Employment Agreement was amended to provide the following compensation to Mr. Bradford: (i) a $800,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 140% of base salary, effective October 1, 2023.

The amendment to Mr. Bradford’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.

Amendment to S. Matthew Schultz’s Employment Agreement

On October 24, 2023, Mr. Schultz’s Employment Agreement was amended to provide the following compensation to Mr. Schultz: (i) a $720,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 140% of base salary, effective October 1, 2023.

The amendment to Mr. Schultz’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.

Amendment to Gary A. Vecchiarelli’s Employment Agreement

On October 24, 2023, Mr. Vecchiarelli’s Employment Agreement was amended to provide the following compensation to Mr. Vecchiarelli: (i) a $425,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 100% of base salary, effective October 1, 2023.

The amendment to Mr. Vecchiarelli’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

Description

10.1

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and Zachary K. Bradford.

10.2

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and S. Matthew Schultz.

10.3

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and Gary Vecchiarelli.

 

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.

 

 

 

CLEANSPARK, INC.

 

 

 

 

Date:

October 27, 2023

By:

/s/ Zachary K. Bradford

 

 

 

Zachary K. Bradford
Chief Executive Officer and President

 

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and Zachary Bradford (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).

WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective

October 26, 2020, as amended (the “Agreement”);

WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and

WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.

NOW, THEREFORE, the Parties agree as follows:

1.
Exhibit 3 of the Agreement shall be fully replaced with the following language:

•
$800,000 annual base salary, effective October 1, 2023.
•
Annual Bonus opportunity equal to 140% of base salary, plus discretionary bonus, effective October 1, 2023.

2.
Except as specifically modified hereby, all of the provisions of the Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect. To the extent that this Amendment conflicts with the terms of the Agreement, this Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

CLEANSPARK, INC.

A Nevada Corporation

By: _/s/ Larry McNeill____________________

Larry McNeill, Chairman of the

Compensation Committee

EMPLOYEE:

/s/ Zachary Bradford

Zachary Bradford

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and S. Matthew Schultz (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).

WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective

October 26, 2020, as amended (the “Agreement”);

WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and

WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.

NOW, THEREFORE, the Parties agree as follows:

1.
Exhibit 3 of the Agreement shall be fully replaced with the following language:

•
$720,000 annual base salary, effective October 1, 2023.
•
Annual Bonus opportunity equal to 140% of base salary, plus discretionary bonus, effective October 1, 2023.

2.
Except as specifically modified hereby, all of the provisions of the Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect. To the extent that this Amendment conflicts with the terms of the Agreement, this Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

CLEANSPARK, INC.

A Nevada Corporation

By: __/s/ Larry McNeill ___________________

Larry McNeill, Chairman of the

Compensation Committee

EMPLOYEE:

/s/ S. Matthew Schultz

S. Matthew Schultz

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and Gary Vecchiarelli (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).

WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective

October 26, 2020, as amended (the “Agreement”);

WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and

WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.

NOW, THEREFORE, the Parties agree as follows:

1.
Exhibit 3 of the Agreement shall be fully replaced with the following language:

•
$425,000 annual base salary, effective October 1, 2023.
•
Annual Bonus opportunity equal to 100% of base salary, plus discretionary bonus, effective October 1, 2023.

2.
Except as specifically modified hereby, all of the provisions of the Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect. To the extent that this Amendment conflicts with the terms of the Agreement, this Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

CLEANSPARK, INC.

A Nevada Corporation

By: __/s/ Larry McNeill __________________

Larry McNeill, Chairman of the

Compensation Committee

EMPLOYEE:

/s/ Gary Vecchiarelli

Gary Vecchiarelli