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): March 2, 2021
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.) |
1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including Area Code)
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 |
||
| 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 1.01 | Entry into a Material Definitive Agreement. |
On March 2, 2021 and March 4, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into agreements (the “Agreements”) with a premier cryptocurrency mining equipment supplier (the “Supplier”), pursuant to which the Company purchased 1,150 mining servers (the “Equipment”). As compensation for the Equipment, the Company agreed to pay the Supplier $7,070,000, of which $4,242,000 was payable immediately and the remaining $2,828,000 is payable no later than thirty days prior to shipment of the Equipment. The Company currently expects to receive the mining servers in June 2021, and plans to use the Equipment to expand its digital currency mining activities through its wholly-owned subsidiaries.
The foregoing description of the Agreements does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Agreements, the form of which will be filed as an exhibit to the Company’s next periodic report.
| Item 7.01 | Regulation FD Disclosure. |
On March 9, 2021, the Company issued a press release announcing the Agreements. 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 disclosedsolely pursuant to this Item 7.01.
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 the expected delivery dates of the Equipment, the Company’s digital currency mining activities, business strategy, and plans 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. In addition, projections, assumptions and estimates of the Company’s future performance, future profitability associated with mining cryptocurrencies, 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 due to risks, uncertainties and other factors described in the press release attached hereto as Exhibit 99.1, the Company’s prior press releases and in its other filings with the Securities and Exchange Commission (“SEC”), including under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. 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.
| 2 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated as of March 9, 2021 (furnished herewith) |
| 3 |
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: March 8, 2021 | By: | /s/ Zachary K. Bradford | ||
| Zachary K. Bradford | ||||
|
|
Chief Executive Officer and President |
|
| 4 |
CleanSpark Bitcoin Mining Division Secures Additional Miners to Further Increase Hash Rate
SALT LAKE CITY, UT, March 9, 2021 – CleanSpark, Inc. (Nasdaq: CLSK) (the “Company” or “CleanSpark”), a diversified technology company today announced an additional purchase of 1,150 new miners capable of producing 100 PH/s, scheduled for delivery in June 2021.
The Company has now secured a total of 3,650 miners or 318 PH/s of additional Bitcoin mining hash rate capacity over the past two weeks for delivery and deployment in June and July 2021. Those orders, along with the Company’s current mining fleet, are expected to bring the Company’s total hash rate up to an estimated 633 PH/s. The order and delivery dates for miners are on schedule with the Company’s previously stated goals for expansion, targeted to reach 1-1.3 PH/s this summer.
Zach Bradford, CleanSpark’s Chief Executive Officer stated, “We are excited about our growing production capacity as we push towards our goal of reaching 1.3 EH/s by the end of summer 2021. We are also eager to add renewable energy resources to our existing mining facilities later this year. In addition to increasing on the hash rate at our Atlanta facilities we are analyzing opportunities to further expand to additional locations that would be supported by clean energy.”
CleanSpark’s goal is to operate the lowest-energy-cost Bitcoin mining facilities at scale in the nation. The Company will work to accomplish this not only by securing advantageous power purchase agreements, but also by leveraging its patented microgrid energy solutions.
About CleanSpark:
CleanSpark, Inc., a Nevada corporation, is in the business of providing advanced software, controls and technology solutions to solve modern energy challenges. CleanSpark has a suite of software solutions that provides end-to-end microgrid energy modeling, energy market communications, and energy management solutions. CleanSpark’s offerings consist of intelligent energy monitoring and controls, intelligent microgrid design software, middleware communications protocols for the energy industry, energy system engineering, custom hardware solutions, microgrid installation and implementation services, traditional data center services and software consulting services.
The Company and its subsidiaries also own and operate a fleet of Bitcoin miners at its facilities outside of Atlanta, Georgia, currently capable of producing an estimated 315 PH/s in hash rate capacity.
For more information about the Company, please visit the Company’s website at https://ir.cleanspark.com.
Forward-Looking Statements:
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s plans and expectations for expansion of its bitcoin mining operations (including as to increases in hash rates and utilization of low-cost energy sources) and other statement regarding the expectations, beliefs, plans, intentions and strategies of the Company.
The Company has tried to identify these forward-looking statements by using words such as “expect,” “target,” “anticipate,” “believe,” “could,” “should,” “estimate,” “intend,” “may,” “will,” “plan,” “goal” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation: delays in equipment delivery, the value of Bitcoin, the successful deployment of energy solutions for bitcoin applications, the fitness of the Company’s energy hardware, software and other solutions for this particular application or market, the expectations of future revenue growth may not be realized, ongoing demand for the Company’s software products and related services, the impact of global pandemics (including COVID-19) on the demand for our products and services; and other risks described in the Company’s prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company’s 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 (including any forward-looking statements contained herein) to reflect events or circumstances after the date hereof.
Contact - Investor Relations:
CleanSpark, Inc.
Investor Relations
(801)-244-4405