CleanSpark (CLSK) 8-KEntry into a Material Definitive Agreement

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 19, 2021

CLEANSPARK, INC.

(Exact name of Registrant as specified in its charter)

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):

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

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. ☐

On March 19, 2021, March 22, 2021 and March 25, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into agreements (the “Server Agreements”) with two premier cryptocurrency mining equipment suppliers (the “Suppliers”), pursuant to which the Company agreed to purchase an aggregate of 4,778 mining servers (the “Servers”). As compensation for the Servers, the Company agreed to pay the Suppliers an aggregate of $26,841,396, of which (i) $15,281,058 was payable immediately, (ii) $4,335,127 is payable no later than six months prior to shipment of certain of the Servers, and (iii) $7,225,211 is payable in twelve equal monthly installments commencing October 2021. The Company currently expects to receive 1,298 of the Servers in Summer 2021 and the remaining 3,480 Servers in twelve equal monthly shipments starting in November 2021. The Company plans to use the Servers to expand its digital currency mining activities through its wholly-owned subsidiaries.

In addition, on March 19, 2021, the Company entered into an agreement (the “Mobile Data Center Agreement, and together with the Server Agreements, the “Agreements”) with a manufacturer to purchase 48 custom designed mobile data centers (the “Data Centers”) to house the Company’s cryptocurrency mining equipment. As consideration for the design, manufacturing and delivery of the Data Centers, the Company agreed to pay the manufacturer an aggregate of $3,600,000, of which $2,640,000 was payable immediately as an up-front deposit, and the remaining $960,000 is payable in increments of $20,000 per Data Center within two business days after delivery of the Data Centers to the Company. The Company expects to receive the Data Centers in equal weekly deliveries beginning in June and through August 2021.

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 forms of which will be filed as exhibits to the Company’s next periodic report.

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 Company’s 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. 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.

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.