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): December 5, 2019

 

 

 

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)  

(IRS Employer

Identification No.)

 

70 North Main Street, Ste. 105

Bountiful, Utah 84010

(801) 244-4405  

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

 

N/A

(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 (see General Instruction A.2 below):

 

¨ 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

N/A        
 
 

  

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 3.03 Material Modification to Rights of Security Holders

On December 5, 2019, the Board of Directors (the “Board”) of CleanSpark, Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”) in connection with the final stages of a proposed Nasdaq listing.

 

Effects of the Reverse Stock Split

 

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective on December 11, 2019 (the “Effective Date”), pursuant to approval from the Financial Industry Regulatory Authority (“FINRA”), whereupon the shares of the Company’s common stock will begin trading on a split adjusted basis. On the Effective Date, the Company’s trading symbol will change to “CLSKD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, and thus, the Company’s trading symbol will revert to the original symbol of “CLSK”. In the event Nasdaq approves our listing during that period, Nasdaq may exercise discretion to remove the “D” before the end of that period.

 

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10.

 

No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder. Stockholders will be required to pay a transfer fee to exchange his, her, or its old certificates.

 

Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121

Telephone: (801) 274-1088

Fax: (801) 274-1099

 

State Filing. Pursuant to Nevada Revised Statues (“NRS”) Section 78.209, the Company filed a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on December 5, 2019 to effectuate the Reverse Stock Split. The Certificate is not effective until the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board in accordance with NRS Section 78.207, no stockholder approval is required. NRS Section 78.207 provides that the Company may effect the Reverse Stock Split without stockholder approval if (x) the Reverse Stock Split does not adversely affect any other class of stock of the Company, and (y) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.

 

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Capitalization. The Company is currently authorized to issue 200,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 20,000,000 shares of Common Stock. As of December 5, 2019, there were 47,710,176 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 4,771,017 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock.

 

The Reverse Stock Split does not affect the Company’s authorized preferred stock. As of the Effective Date, the Company will still be authorized to issue a total of 10,000,000 shares of preferred stock, of which, the Company has designated two classes of preferred stock, Series A Preferred Stock, and Series B Preferred Stock. The Company is authorized to issue 2,000,000 shares of Series A Preferred Stock, par value $0.001, of which, 1,750,000 shares of Series A Preferred Stock are issued and outstanding. The Company is also authorized to issue 100,000 shares of Series B Preferred Stock, par value $0.001, of which 0 shares of Series B Preferred Stock are issued and outstanding.

 

Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

 

All options, warrants, and convertible securities of the Company outstanding, if any, immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 10 and multiplying the exercise or conversion price thereof by 10, as a result of the Reverse Stock Split.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure

On December 10, 2019, the Company issued a press release regarding the Reverse Stock Split. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).

 

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Forward Looking Statements

 

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding planned Nasdaq listing, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

 

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In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of State of the State of Nevada on December 5, 2019.
99.1   Press Release, dated December 10, 2019.

 

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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.

 

Dated: December 10, 2019 By: /s/ Zachary K. Bradford
    Zachary K. Bradford
    Chief Executive Officer and President

  

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THE GREAT SEAL OF THE STATE OF NEVADA

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Certificate of Change Pursuant to NRS 78.209

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

INSTRUCTIONS:

1.  Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).

2.  Indicate the current number of authorized shares and par value, if any, and each class or series before the change.

3.  Indicate the number of authorized shares and par value, if any of each class or series after the change.

4.  Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.

5.  Indicate provisions, if any, regarding fractional shares that are affected by the change.

6.  NRS required statement.

7.  This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.

8.  Must be signed by an Officer. Form will be returned if unsigned.

1. Entity Information:

 

 

 

Name of entity as on file with the Nevada Secretary of State:
 CLEANSPARK, INC.

 Entity  or  Nevada  Business Identification Number (NVID): NV19871035753

2. Current Authorized Shares:

The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

200,000,000 shares of common stock with a par value of $0.001 per share; 10,000,000 shares of preferred stock with a par value of $0.001 per share

3. Authorized Shares After Change:

The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

20,000,000 shares of common stock with a par value of $0.001 per share; 10,000,000 shares of preferred stock with a par value of $0.001 per share

4. Issuance:

The number of shares of each affected class or series, if any, to be issued after the

change in exchange for each issued share of the same class or series:

The change affects the common stock only. The change is a 1-for-10 reverse stock split. 1 share of common stock will be exchanged for every 10 shares of common stock oustanding immediately prior to the reverse split.

5. Provisions:

The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby :

All fractional shares to be rounded up to the nearest whole share.

6. Provisions: The required approval of the stockholders has been obtained.
7. Effective date and time: (Optional)             Date: 12/09/2019      Time:                               6:30 am P.S.T.

...

                                                                                                       (must not be later than 90 days after the certificate if filed)

8. Signature:

(Required)

  /s /Zachary Bradford

 

CEO                                   12/4/2019

..

Title                                                  Date

  Signature of Officer
         

This form must be accompanied by appropriate fees.

If necessary, additional pages may be attached to this form.

Page 1 of 1

Revised: 1/1/2019

 

  

 

CleanSpark (CLSK) Prepares for Nasdaq Uplisting; Approves Stock Split to Meet Price Requirements

 

SALT LAKE CITY, December 10, 2019 -- CleanSpark, Inc. (OTCQB: CLSK), a software company with advanced engineering, software and controls for innovative microgrid and distributed energy resource management systems, announced today that its Board of Directors and the Financial Industry Regulatory Authority (FINRA) have approved a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split is anticipated to be effective prior to the stock market opening on December 11, 2019.  With the successful implementation of the reverse stock split and provided that the Company’s common stock meets the Nasdaq minimum bid price requirement, the Company believes it will meet the final requirements for listing CleanSpark’s common stock on The Nasdaq Capital Market within the coming weeks.

“We have elected to effectuate a reverse stock split to allow CleanSpark to meet the listing requirements of The Nasdaq Capital Market,” stated Zach Bradford, CEO of CleanSpark. “Our plan to move to a national exchange reflects our recent success and momentum in growing our energy software and SaaS solutions for applications in the growing distributed energy generation market. We believe that listing on Nasdaq should help broaden our shareholder base, increase appeal to institutional investors and provide shareholders with better liquidity.”

 

Before any listing of the Company’s common stock on The Nasdaq Capital Market can occur, Nasdaq will need to give final approval of the Company’s listing application. The Company believes it currently meets all listing requirements for listing on The Nasdaq Capital Market, with the exception of its share price. Following the completion of the reverse stock split, Nasdaq has indicated to the Company that it will monitor trading for several days to ensure the Company’s common stock maintains key thresholds, including a minimum bid price. Notwithstanding the foregoing, no assurance can be given that the Company’s common stock will ultimately be listed on The Nasdaq Capital Market.

 

The Board of Directors approved the reverse split without shareholder approval under applicable Nevada law (Nevada Revised Statutes (NRS) Section 78.207). Each shareholder’s percentage ownership interest in CleanSpark and the proportional voting power will remain unchanged after the reverse stock split, except for minimal changes due to rounding. In addition, the rights and privileges of the holders of CleanSpark’s common stock are unaffected by the reverse stock split.

 

As a result of the reverse stock split, every 10 shares of issued and outstanding common stock will be exchanged for one share of common stock, with all fractional shares being rounded up to the nearest whole share. No fractional shares will be issued in connection with the reverse stock split. The reverse stock split will reduce the number of shares of issued and outstanding common

 

   
 

 

stock from approximately 47.7 million pre-split shares to approximately 4.8 million post-split shares. The reverse stock split also proportionally reduces the authorized common stock from 200 million down to 20 million. Proportional adjustments will also be made to CleanSpark’s outstanding warrants and convertible debt.

 

This reverse stock split is anticipated to become effective prior to market open on December 11, 2019. The Company’s ticker symbol will temporarily change to “CLSK” for 20 business days following the stock split. If the Company’s common stock is uplisted to The Nasdaq Capital Market prior to the completion of the 20 business day period, the symbol will revert back to “CLSK” at that time.

 

Additional information regarding the reverse stock split is contained in the Company’s Current Report on Form 8-K as filed with the SEC on December 10, 2019.

 

Parties interested in learning more about CleanSpark’s software platform are encouraged to inquire by contacting the Company directly at info@cleanspark.com or by visiting the Company’s website at www.Cleanspark.com

 

 

About CleanSpark:
CleanSpark provides advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. Our services consist of intelligent energy monitoring and controls, microgrid design and engineering, microgrid consulting services and turn-key microgrid implementation services. CleanSpark's software allows energy users to obtain resiliency and economic optimization. Our software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and can be widely implemented across commercial, industrial, military, agricultural and municipal deployment.

 

Forward-Looking Statements:

CleanSpark cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on CleanSpark's current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by CleanSpark that any of our plans will be achieved. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including, without limitation: the expectations of future growth may not be realized, and the Company may not meet applicable Nasdaq Capital Market requirements necessary for listing and/or Nasdaq may not approve the Company’s listing application; and other risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in our Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

CleanSpark IR Contact:

Shawn M. Severson

Integra Investor Relations

(415)233-7094

info@integra-ir.com

 

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