CleanSpark, Inc. Files 8-K with Material Agreement

TL;DR

CSNK filed an 8-K, looks like a big deal agreement is in play.

AI Summary

On April 11, 2024, CleanSpark, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also made a Regulation FD disclosure and reported other events, along with filing financial statements and exhibits. This filing indicates ongoing corporate activities and potential new developments for CleanSpark, Inc.

Why It Matters

This 8-K filing signals a significant corporate event for CleanSpark, Inc., potentially involving a new agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in this filing warrants a medium risk assessment.

Key Numbers

• 001-39187 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-0449945 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• 0000827876 (company) — Central Index Key
• 001-39187 (company) — SEC File Number
• 87-0449945 (company) — IRS Employer Identification No.
• 20141201 (date) — Date of name change from STRATEAN INC.
• 19880120 (date) — Date of name change from SMARTDATA CORP
• April 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $374,400,000 — Pro model at a total purchase price of $374,400,000 for 100,000 units. The upgraded S21 Pro

Filing Documents

• clsk-20240411.htm (8-K) — 45KB
• clsk-ex10_1.htm (EX-10.1) — 78KB
• clsk-ex10_1.pdf (EX-10.1) — 1546KB
• clsk-ex10_2.htm (EX-10.2) — 39KB
• clsk-ex99_1.htm (EX-99.1) — 14KB
• img82991619_0.jpg (GRAPHIC) — 7KB
• img82991619_1.jpg (GRAPHIC) — 6KB
• img82991619_2.jpg (GRAPHIC) — 6KB
• img82991619_3.jpg (GRAPHIC) — 47KB
• img83915140_0.jpg (GRAPHIC) — 11KB
• 0000950170-24-043878.txt ( ) — 2537KB
• clsk-20240411.xsd (EX-101.SCH) — 24KB
• clsk-20240411_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 11, 2024, CleanSpark, Inc., a Nevada corporation (the "Company"), entered into a Supplemental Agreement (the "Supplemental Agreement") with Bitmain Technologies Delaware Limited ("Bitmain"), amending certain terms of the Future Sales and Purchase Agreement dated January 6, 2024 (the "Original Agreement"). The Original Agreement provided for the purchase of 60,000 units of S21 servers, with the option to purchase an additional 100,000 units of S21 servers. The Supplemental Agreement amends the Original Agreement by modifying the type of servers to be purchased under the option from the S21 model to the upgraded S21 Pro model at a total purchase price of $374,400,000 for 100,000 units. The upgraded S21 Pro servers feature a higher rated hashrate of 234 terahashes, a rated power consumption of 3,510 watts, and a joules per terahash (J/T) value of 15. The upgrade to the S21 Pro model allows for additional computational power, resulting in greater operational efficiency and potential revenue generated per unit of energy consumed. The foregoing description of the Original Agreement and Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of these documents. A copy of the Original Agreement was filed as an exhibit to the Company's Current Report on Form 8-K filed on January 6, 2024, and a copy of the Supplemental Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report").

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 12, 2024, the Company issued a press release announcing the completion of the Supplemental Agreement with Bitmain. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this 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 disclosed solely pursuant to this Item 7.01.

01 Other Events

Item 8.01 Other Events. Pursuant to the terms of the Supplemental Agreement, the Company has exercised its option under the Original Agreement to purchase the S21 Pro servers. The Company submitted an Option Exercise Notice to Bitmain, dated April 9, 2024, formally documenting the exercise of the call option and specifying a delivery schedule for the newly purchased servers starting in June 2024 and ending by December 31, 2024. The foregoing description of the Option Exercise Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, a copy of which is attached as Exhibit 10.2 to this Current Report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Supplemental Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on April 11, 2024 10.2 Option Exercise Notice from CleanSpark, Inc. to Bitmain Technologies Delaware Limited on April 9, 2024 99.1 Press Release, dated April 12, 2024 (furnished herewith) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the lnline 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: April 12, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR