CleanSpark, Inc. Files 8-K for Material Agreement

TL;DR

CLSK filed an 8-K for a material agreement - big news incoming.

AI Summary

On September 16, 2024, CleanSpark, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing but are expected to be significant. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. This filing indicates a significant corporate event or transaction is underway for CleanSpark.

Why It Matters

This 8-K filing signals a significant development for CleanSpark, Inc., potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant opportunity or risk depending on the undisclosed terms.

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• 0000827876 (company) — Central Index Key
• 001-39187 (company) — SEC File Number
• 870449945 (company) — IRS Number
• September 16, 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
• $5,775,000 — ppi for a total purchase price of up to $5,775,000. The Buyer entered into a Membership
• $2,187,500 — s of the Agreements, the Buyer will pay $2,187,500 at the closing of the transactions cont
• $700,000 — ansactions contemplated by the MIPA and $700,000 at the closing of the transactions cont
• $2,887,500 — for a total aggregate consideration of $2,887,500. Closing is subject to satisfaction or

Filing Documents

• clsk-20240916.htm (8-K) — 45KB
• clsk-ex10_1.htm (EX-10.1) — 252KB
• clsk-ex10_2.htm (EX-10.2) — 187KB
• clsk-ex10_3.htm (EX-10.3) — 155KB
• clsk-ex99_1.htm (EX-99.1) — 14KB
• 0000950170-24-107034.txt ( ) — 862KB
• clsk-20240916.xsd (EX-101.SCH) — 24KB
• clsk-20240916_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Clinton, MS Acquisitions On September 16, 2024, CSRE Properties Mississippi, LLC (the "Buyer"), a wholly-owned subsidiary of CleanSpark, Inc., a Nevada corporation (the "Company"), entered into definitive agreements to acquire 16.5 megawatts of bitcoin mining facilities in Clinton, Mississippi for a total purchase price of up to $5,775,000. The Buyer entered into a Membership Interest Purchase Agreement (the "MIPA") with Eyas Investment Group Limited, a British Virgin Islands business company (the "MIPA Seller"), pursuant to which the Buyer purchased one hundred percent (100%) of the membership interests of Clinton16.5, LLC, a Mississippi limited liability company, from the MIPA Seller. The Buyer also entered into a Real Estate Purchase and Sale Agreement (the "PSA" and, together with the MIPA, the "Agreements") with Makerstar Capital, Inc., a Delaware corporation (the "PSA Seller" and, together with the MIPA Seller, the "Sellers"), pursuant to which the Buyer agreed to purchase from the PSA Seller approximately 88 acres of real property (the "Property") located in Clinton, Mississippi, and all improvements, fixtures and personal property situated on the Property. Under the terms of the Agreements, the Buyer will pay $2,187,500 at the closing of the transactions contemplated by the MIPA and $700,000 at the closing of the transactions contemplated by the PSA, for a total aggregate consideration of $2,887,500. Closing is subject to satisfaction or waiver of certain customary mutual closing conditions. In connection with the Buyer's entry into the Agreements, the Buyer also entered into a Construction Management Services Agreement dated September 16, 2024 (the "CMSA") with Beast Power, Inc. (the "Construction Manager") pursuant to which the Buyer has engaged the Construction Manager to manage the completion of the construction of 16.5 megawatts of bitcoin mining facilities on the Property (the "Project") for

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 17, 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.

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 16, 2024 by and between Eyas Investment Group Limited and CSRE Properties Mississippi, LLC 10.2* Real Estate Purchase and Sale Agreement, dated September 16, 2024 by and between Makerstar Capital, Inc. and CSRE Properties Mississippi, LLC 10.3* Construction Management Services Agreement, dated September 16, 2024 by and between Beast Power, Inc. and CSRE Properties Mississippi, LLC 99.1 Press Release, dated as of September 17, 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 17, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR