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):
November 14, 2016
CleanSpark, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53498 | 87-0449945 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
70 North Main Street, Ste. 105 Bountiful, Utah |
84010 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 244-4405
|
Stratean, Inc. (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 (17CFR 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))
SECTION 5 – Corporate Governance and Management
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 31, 2016, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, CleanSpark, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “CleanSpark, Inc.” and our Articles of Incorporation have been amended to reflect this name change.
A copy of the Articles of Merger is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
In connection with the name change, we have the following new CUSIP number: 18452B100. We have submitted the required information to FINRA and we have been provided a market effective date of November 14, 2016. Our common stock will trade under the symbol “CLSK” that more resembles our new name.
SECTION 8 – Other Events
ITEM 8.01 Other Events
On November 14, 2016, we issued a press release concerning our new name, CleanSpark, Inc., which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any such filing.
SECTION 9 – Financial Statements and Exhibits
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 3.1 | Articles of Merger, dated October 31, 2016 |
| 99.1 | Press Release, dated November 14, 2016 |
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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.
/s/ Zachary Bradford
Zachary Bradford
CFO
Date: November 14, 2016
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 2
| 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (If a foreign entity is the survivor in the merger-NRS 92A.190): |
| Attn: |
|
c/o:
The Doney Law Firm
4955 S. Durango Rd. Ste 165 Las Vegas, NV 89113 |
| 3) (Choose one) |
| [ ] The undersigned declars that a plan of merger has been adopted by each constituent entity (NRS 92A.200). |
| [X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). |
| 4) Owner’s approval (NRS 92A.200)(options a,b, or c must be used, as applicable for each entity) (If there are more than four merging entities, check box [ ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.): |
| (a) Owner’s approval was not required from |
| Cleanspark, Inc. |
| Name of merging entity, if applicable |
| and, or: |
| Stratean, Inc. |
| Name of surviving entity, if applicable |
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Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 3
| (b) The plan was approved by the required consent of the owners of *: |
| Name of merging entity, if applicable |
| and, or: |
| Name of surviving entity, if applicable |
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
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Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 4
| (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): |
|
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. |
| Name of merging entity, if applicable |
| and, or: |
| Name of surviving entity, if applicable |
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Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 5
| 5) Amendments, If any, to the articles of certificate of the surviving entity. Provide article numbers, if avaliable. (NRS 92A.200)*: |
|
Article I is hereby amended in its entirety to read:
Article I:
Name
|
| 6) Location of Plan of Merger (check a or b): |
| [ ] (a) The entire plan of merger is attached; |
| [ X ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). |
| 7) Effective date (optional)**: |
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
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Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 6
|
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(If there are more than four merging entities, check box [ ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.):
|
||
| Cleanspark, Inc. | ||
| Name of merging entity | ||
| X /s/ Zachary Bradford | President | 10/31/16 |
| Signature | Title |
Date
|
| Stratean, Inc. | ||
| Name of surviving entity | ||
| X /s/ S. Matthew Schultz | CFO | 10/31/16 |
| Signature | Title | Date |
* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
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Stratean Changes Company Name to CleanSpark to Reflect Focus on Microgrid Market
Stock to Trade Under New Ticker Symbol “CLSK” Beginning November 14, 2016
SALT LAKE CITY, November 14, 2016 /PRNewswire/ -- Stratean (OTC: SRTN), a microgrid company which is combining a patented "stratified" downdraft gasifier with advanced engineering and software and controls for innovative distributed energy resource management systems, today announced it is changing its corporate name to CleanSpark, Inc. The name change reflects the company’s commitment to the rapidly growing renewable energy sector and specifically, the emerging microgrid market. The new name is effective immediately.
The Company also announced the change of its OTC trading symbol from “SRTN” to “CLSK.” The new symbol will become effective at the start of trading on Monday, November 14, 2016.
Matthew Schultz, Chief Executive Officer of CleanSpark, Inc., commented, "These important changes reflect the progression and expansion of our strategy to expand our focus from a single technology to the emerging, high-growth microgrid market. Combining energy management software with our innovative gasification technology is changing the way customers think about procuring microgrid energy systems. By branding under the CleanSpark name, we will be able to harness CleanSpark’s strong name recognition with the uniqueness of our combined, game-changing technologies, putting us in a much stronger go-to-market position.”
Beginning November 14, 2016 all information, including stock trading, SEC filings, and market related information will be reported under the new stock trading symbol “CLSK.” The CUSIP for company’s common stock will change to 18452B100. Outstanding stock certificates are not affected by the symbol change and do not need to be exchanged.
About CleanSpark, Inc.
CleanSpark combines a revolutionary and patented 'stratified' downdraft gasifier with advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. CleanSpark’s gasifier was developed with partners such as Petersen, Inc., ICON Renewables, Combustion Resources and others to create a logical solution for profitably handling MSW, Coal, Plastics, Municipal Sewage and many other feedstocks. All with ZERO airborne emissions. We've aligned ourselves with research universities such as Utah State University, The University of Utah, and BYU to certify and maximize the efficiencies and production of our technology. By integrating new and existing energy generation and storage assets with advanced load management capacities, CleanSpark's software allows energy generated locally to be shared with other interconnected microgrids. This unique capability enables microgrids to be scaled and widely adopted for commercial, industrial, military, municipal, and remote community deployment.
For more information on CleanSpark, please visit http://www.cleanspark.com.
Information about Forward-Looking Statements
Statements in this press release relating to plans, strategies, testing and operational performance, projections of results of specific activities and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in the Company's filings with the United States Securities and Exchange Commission (the "SEC"). For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Website: http://www.stratean.com
Contact: Investor Relations:
Brett Maas, Managing Partner, Hayden IR,
(646) 536-7331, brett@haydenir.com
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