CleanSpark Files 8-K, Details Material Agreement

TL;DR

CSK filed an 8-K for a material agreement, more details to come.

AI Summary

On September 10, 2024, CleanSpark, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. This filing follows a period of significant activity for the company, which has been actively expanding its Bitcoin mining operations.

Why It Matters

This filing indicates a significant development for CleanSpark, Inc. through a material definitive agreement, potentially impacting its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• September 10, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 10624 S. Eastern Ave. Suite A - 638 (address) — Principal Executive Offices
• Henderson, Nevada (location) — Principal Executive Offices Location
• 89052 (zip_code) — Principal Executive Offices Zip Code

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $25,000,000 — megawatts for a total purchase price of $25,000,000, priced as follows: Jellico, TN and W
• $7,300,000 — and West Crossville, TN: 25 megawatts, $7,300,000 Campbell Junction, TN and Decatur, TN
• $5,900,000 — ction, TN and Decatur, TN: 20megawatts, $5,900,000 Winfield, TN; Oneida, TN; and Tazewel
• $11,800,000 — da, TN; and Tazewell, TN: 40 megawatts, $11,800,000 The MIPA Buyer entered into the follo
• $1,250,000 — e (less an aggregate holdback amount of $1,250,000, subject to adjustment as set forth in
• $2,500,000 — RE Seller an aggregate consideration of $2,500,000 at the closing of the transactions cont

Filing Documents

• clsk-20240910.htm (8-K) — 49KB
• clsk-ex10_1.htm (EX-10.1) — 327KB
• clsk-ex10_2.htm (EX-10.2) — 323KB
• clsk-ex10_3.htm (EX-10.3) — 331KB
• clsk-ex10_4.htm (EX-10.4) — 179KB
• clsk-ex99_1.htm (EX-99.1) — 15KB
• 0000950170-24-105354.txt ( ) — 1524KB
• clsk-20240910.xsd (EX-101.SCH) — 24KB
• clsk-20240910_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Tennessee Acquisitions On September 10, 2024, CleanSpark, Inc., a Nevada corporation (the "Company"), through its wholly-owned subsidiary, CleanSpark TN, LLC (the "MIPA Buyer") entered into definitive agreements with Exponential Digital, LLC (the "MIPA Seller") to acquire seven bitcoin mining operating entities (the "Acquired Entities"), and the assumption of the underlying real property leases and power agreements, located in Tennessee totaling 85 megawatts for a total purchase price of $25,000,000, priced as follows: Jellico, TN and West Crossville, TN: 25 megawatts, $7,300,000 Campbell Junction, TN and Decatur, TN: 20megawatts, $5,900,000 Winfield, TN; Oneida, TN; and Tazewell, TN: 40 megawatts, $11,800,000 The MIPA Buyer entered into the following agreements with the MIPA Seller for the acquisitions: (i) a Membership Interest Purchase Agreement (the "First MIPA") pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Jellico Technologies LLC and West Crossville Technologies LLC from the MIPA Seller; (ii) a Membership Interest Purchase Agreement (the "Second MIPA") pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Campbell Junction Technologies LLC and Decatur Technologies LLC from the MIPA Seller; and (iii) a Membership Interest Purchase Agreement (the "Third MIPA" and, together with the First MIPA and Second MIPA, the "TN MIPAs") pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Oneida Technologies LLC, Winfield Technologies LLC, and Tazewell Technologies LLC from the MIPA Seller. Under the terms of the TN MIPAs, the MIPA Buyer will pay the MIPA Seller the respective consideration under each TN MIPA described above (less an aggregate holdback amount of $1,250,000, subject to adjustment as set forth in the TN MIPAs) at the

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 11, 2024, the Company issued a press release announcing the entry into the TN 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC. 10.2* Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC. 10.3* Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC. 10.4* Real Estate Purchase and Sale Agreement, dated September 10, 2024 by and between US Farms & Mining, Inc. and CSRE Properties Tennessee, LLC. 99.1 Press Release, dated as of September 11, 2024 (furnished herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

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: September 11, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR