CLEANSPARK, INC. (Form: 8-K, Received: 10/29/2024)

CLEANSPARK, INC.

Date: October 29, 2024

/s/ Leighton Koehler

Leighton Koehler

General Counsel

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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 25, 2024

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.)

10624 S. Eastern Ave.
Suite A - 638
Henderson, Nevada		89052
(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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 28, 2024, CleanSpark, Inc. (the “Company”) filed Articles of Amendment (the “Charter Amendment”) to its First Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), with the Secretary of State for the State of Nevada. The Charter Amendment increased the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance under the Articles of Incorporation from 300,000,000 shares to 600,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at the Company’s Special Meeting (as defined below) and became effective upon filing.

The foregoing description of the Charter Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of such document, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On October 25, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). The purpose of the Special Meeting was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2024 (the “Proxy Statement”). At the close of business on September 6, 2024, the record date for the Special Meeting (the “Record Date”), 253,136,198 shares of the Company’s Common Stock were issued and outstanding, 1,750,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), were issued and outstanding, and 1,000,000 shares of the Company’s Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”), were issued and outstanding. For Proposal 1, holders of Common Stock were entitled to one vote for each share of Common Stock held as of the Record Date, holders of Series A Preferred Stock were entitled to forty-five (45) votes for each share of Series A Preferred Stock held as of the Record Date, and the holder of Series X Preferred Stock cast one thousand (1,000) votes for each share of Series X Preferred Stock held as of the Record Date. The votes by the holder of Series X Preferred Stock were cast automatically in the same “mirrored” proportion as the aggregate votes cast “FOR” and “AGAINST” Proposal 1 by the holders of Common Stock and Series A Preferred Stock who voted on such proposal (but excluding any abstentions, broker non-votes, and shares of Common Stock and Series A Preferred Stock that were not voted “FOR” and “AGAINST” such proposal for any reason). The voting power attributable to the Series X Preferred Stock was disregarded for purposes of determining whether a quorum was present at the Special Meeting.

Proposal 2, which was a proposal to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if the Company concluded that there were insufficient votes to approve Proposal 1 at the time of the Special Meeting (or any adjournment thereof), was not submitted to a vote because the Company’s stockholders approved and adopted Proposal 1, as noted below.

As of the Record Date, the holders of Common Stock were entitled to a total of 253,136,198 votes and the holders of Series A Preferred Stock were entitled to a total of 78,750,000 votes, representing in the aggregate 331,886,198 votes. At the Special Meeting, holders of the Company’s Common Stock and Series A Preferred Stock entitled to a total of 221,807,563 votes, or approximately 66.83% of the collective voting power of the Company’s outstanding shares of Common Stock and Series A Preferred Stock as of the close of business on the Record Date, were present or represented by proxy (constituting a quorum). The final voting results on the proposal presented for stockholder approval at the Special Meeting were as follows:

Proposal 1: To approve an amendment to the Articles of Incorporation to increase the number of shares of Common Stock authorized for issuance from 300,000,000 shares to 600,000,000 shares, in the form attached to the Proxy Statement as Exhibit A.

The votes were cast for this matter as follows:


Votes For	Votes Against	Votes Abstained
1,028,842,994	192,134,253	830,316

The stockholders voted to approve Proposal 1, which required the affirmative (“FOR”) vote of the holders of a majority of the voting power of the outstanding shares of the Company’s capital stock. Proposal 1 would have prevailed had the Series X Preferred Stock not been designated as the number of votes cast by holders of the Company’s Common Stock and Series A Preferred Stock “FOR” Proposal 1 was greater than a majority of the aggregate voting power of the Company’s Common Stock and Series A Preferred Stock outstanding as of the close of business on the Record Date.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Amendment to Articles of Incorporation, dated October 28, 2024.

104		Cover Page Interactive Data File (embedded within the Incline 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 hereunto duly authorized.

Exhibit 3.1


	STATE OF NEVADA
*FRANCISCO V. AGUILAR*	OFFICE OF THE SECRETARY OF STATE	Commercial Recordings Division
Secretary of State		401 N. Carson Street
		Carson City, NV 89701
		Telephone (775) 684-5708
		Fax (775) 684-7141
		North Las Vegas City Hall
*DEPUTY BAKKEDAHL*		2250 Las Vegas Blvd North, Suite 400
Deputy Secretary for		North Las Vegas, NV 89030
Commercial Recordings		Telephone (702) 486-2880
		Fax (702) 486-2888

Business Entity - Filing Acknowledgement

10/28/2024


Work Order Item Number:		W2024102801301-4022412

Filing Number:		20244427622

Filing Type:		Amendment After Issuance of Stock

Filing Date/Time:		10/28/2024 12:11:00 PM

Filing Page(s):		3

Indexed Entity Information:

Entity ID: C7970-1987		Entity Name: CLEANSPARK, INC.

Entity Status: Active		Expiration Date: None

Commercial Registered Agent

CORPORATE CREATIONS NETWORK INC.

8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Respectfully,

FRANCISCO V. AGUILAR

Secretary of State

Page 1 of 1

Commercial Recording Division

401 N. Carson Street

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NEVADA STATE BUSINESS LICENSE CLEANSPARK, INC. Nevada Business Identification # NV19871035753 Expiration Date: 10/31/2025 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B202410285140030 You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 10/28/2024. FVAgular FRANCISCO V. AGUILAR Secretary of State

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Docusign Envelope ID: C88677CA-7FFB-450A-8385-7813CD769AB FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Fed in the sofies Number FVAqualan C7976-1987 Fling Number 20244427622 Fed Os 10/28/2824 12:11:00 PM Number of Pages Secretary of State State Of Nevad 3 Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer’s Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT-USE DARK INK ONLY-DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: CLEANSPARK, INC. 2. Restated or Amended and Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) 3. Type of Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) Entity or Nevada Business Identification Number (NVID): C7970-1987 Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles Restated or Amended and Restated Articles must be included with this filing type. Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380—Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation” have voted in favor of the amendment is: More than 75% Or No action by stockholders is required, name change only. Officer’s Statement (foreign qualified entities only)- Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. The purpose of the entity has been amended. The authorized shares have been amended. Other: (specify changes) Dissolution Merger Conversion *Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/2023

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Docusign Envelope ID: C88577CA-7FFB-450A-8395-C7B13C0768AB FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) 4. Effective Date and Time: (Optional) 5. Information Being Changed: (Domestic corporations only) Officer’s Statement (PURSUANT TO NRS 80.030) Date: Time: (must not be later than 90 days after the certificate is filed) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Section 4.1 of the articles is amended as set forth on the attached page. (attach additional page(s) if necessary) 6. Signature: (Required) x Zack Chief Executive Officer Signature of Officer or Authorized Signer Title X Signature of Officer or Authorized Signer Title “If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) Section 4.1 of the articles of incorporation is amended as set forth on the attached page. [See attached page.] This form must be accompanied by appropriate fees. Page 2 of 2 Revised 3/1/2023

CLEANSPARK, INC.

CERTIFICATE OF AMENDMENT

ANNEX A

Section 4.1 of the articles of incorporation is hereby amended to read in its entirety as follows:

Section 4.1 Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is Six Hundred Ten million (610,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is Six Hundred million (600,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 4.3 of this Article 4.

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