CleanSpark Enters Material Definitive Agreement on Feb 2

TL;DR

**CLSK just signed a big deal, details pending, could move the stock.**

AI Summary

CleanSpark, Inc. filed an 8-K on February 6, 2024, reporting an "Entry into a Material Definitive Agreement" on February 2, 2024. This filing indicates that the company, which operates under the ticker CLSK on The Nasdaq Stock Market LLC, has entered into a significant new contract or agreement. For investors, this matters because material agreements can significantly impact a company's future revenue, expenses, and strategic direction, potentially leading to stock price volatility depending on the nature and terms of the agreement.

Why It Matters

This filing signals a potentially significant business development for CleanSpark, Inc. (CLSK) that could affect its financial performance and strategic outlook. Investors should monitor for details of this agreement to assess its impact.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but provides no details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would await further disclosures from CleanSpark, Inc. regarding the specifics of this 'Material Definitive Agreement' before making any investment decisions, as the impact could be significant but is currently unknown.

Key Players & Entities

• CleanSpark, Inc. (company) — the registrant filing the 8-K
• CLSK (company) — the trading symbol for CleanSpark, Inc.
• February 02, 2024 (date) — date of the earliest event reported
• February 06, 2024 (date) — date the 8-K was filed
• The Nasdaq Stock Market LLC (company) — exchange where CLSK common stock is registered

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $3,435,000 — lton Sellers aggregate consideration of $3,435,000 at Closing (inclusive of amounts that w
• $20,000 — ultaneously with the Closing and less a $20,000 earnest money deposit delivered by the
• $10,000,000 — the Sellers aggregate consideration of $10,000,000 at Closing (less a $5,000 deposit to be
• $5,000 — ation of $10,000,000 at Closing (less a $5,000 deposit to be paid by Buyer in connecti
• $9,800,000 — , from the Mississippi MIPA Seller, for $9,800,000. Together, the Mississippi PSA and the
• $19,800,000 — A and the Mississippi MIPA aggregate to $19,800,000 total, less potential offsets previousl

Filing Documents

• clsk-20240202.htm (8-K) — 47KB
• clsk-ex10_1.htm (EX-10.1) — 235KB
• clsk-ex10_2.htm (EX-10.2) — 228KB
• clsk-ex10_3.htm (EX-10.3) — 152KB
• clsk-ex10_4.htm (EX-10.4) — 460KB
• clsk-ex99_1.htm (EX-99.1) — 33KB
• img83915140_0.jpg (GRAPHIC) — 67KB
• 0000950170-24-011571.txt ( ) — 1542KB
• clsk-20240202.xsd (EX-101.SCH) — 24KB
• clsk-20240202_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Dalton, GA Acquisition On February 2, 2024, CSRE Properties Dalton, LLC ("Dalton Buyer"), a wholly-owned subsidiary of CleanSpark, Inc., a Nevada corporation (the "Company"), entered into a Membership Interest Purchase Agreement (the "Dalton MIPA") with Eyas Investment Group Limited (formerly known as Coinmaker Miners Limited), a British Virgin Islands business company (the "Dalton MIPA Seller"), pursuant to which the Dalton Buyer agreed to purchase a one hundred percent (100%) membership interest in Dalton15, LLC, a Georgia limited liability company, from the Dalton MIPA Seller. Also on February 2, 2024, the Dalton Buyer entered into a Purchase and Sale Agreement (the "Dalton PSA" and, together with the Dalton MIPA, the "Dalton Agreements") with Makerstar Capital, Inc., a Delaware corporation (the "PSA Seller" and, together with the Dalton MIPA Seller, the "Dalton Sellers"), pursuant to which the Dalton Buyer agreed to purchase from the PSA Seller approximately two (2) acres of real property (the "Dalton Property") located in Dalton, Whitfield County, Georgia and purchase from the PSA Seller all improvements, fixtures and personal property situated on the Dalton Property. Under the terms of the Dalton Agreements, the Dalton Buyer will pay the Dalton Sellers aggregate consideration of $3,435,000 at Closing (inclusive of amounts that will be paid to the Dalton Sellers' contractor simultaneously with the Closing and less a $20,000 earnest money deposit delivered by the Buyer in connection with signing). Closing is subject to the satisfaction of certain conditions. In connection with the Dalton Buyer's entry into the Dalton Agreements, the Dalton Buyer also entered into a Construction Management Services Agreement dated February 2, 2024 (the "CMSA") with the PSA Seller, pursuant to which the Dalton Buyer has engaged the PSA Seller to manage the completion of the construction of a 15 megawatt data center facili

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 6, 2024 the Company issued a press release announcing the entry into the Agreements and the transactions contemplated thereby. A copy of this press release is attached as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K ("Current Report").

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Membership Interest Purchase Agreement, dated February 2, 2024 by and between CSRE Properties Dalton, LLC and Eyas Investment Group Limited. 10.2 Purchase and Sale Agreement, dated February 2, 2024 by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. 10.3 Construction Management Services Agreement, dated February 2, 2024 by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. 10.4 Purchase and Sale Agreement with MIPA Exhibit, dated February 5, 2024 by and between CSRE Properties Mississippi, LLC and Makerstar Capital, Inc. 99.1 Press Release, dated as of February 6, 2024 (furnished herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Date: February 6, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR