CleanSpark Files 8-K with Financials

TL;DR

CLSK filed an 8-K, mostly financials. Nothing major to see here yet.

AI Summary

On December 17, 2024, CleanSpark, Inc. filed an 8-K report. The filing primarily concerns financial statements and exhibits, indicating a routine update rather than a major event. No specific financial figures or new business developments were detailed in the provided excerpt.

Why It Matters

This filing serves as a standard disclosure for CleanSpark, Inc., providing investors with updated financial information and exhibits as required by the SEC.

Risk Assessment

Risk Level: low — The filing appears to be a routine disclosure of financial statements and exhibits, with no immediate indication of significant new risks or events.

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• December 17, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• 001-39187 (other) — Commission File Number
• 87-0449945 (other) — IRS Employer Identification No.
• 10624 S. Eastern Ave. Suite A - 638 (address) — Principal Executive Offices
• Henderson, Nevada 89052 (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $165.24 — of common stock at an exercise price of $165.24 per whole share CLSKW The Nasdaq St
• $650.0 m — mount of notes sold in the offering was $650.0 million, which includes $100.0 million ag
• $100.0 million — ring was $650.0 million, which includes $100.0 million aggregate principal amount of notes iss
• $633.6 m — he sale of the notes were approximately $633.6 million, after deducting the Initial Purc
• $90.4 million — y. The Company has used approximately $90.4 million of the net proceeds from the sale of th
• $145.0 million — ped call transactions and approximately $145.0 million to repurchase shares of its common stoc
• $50.0 million — oceeds for the repayment in full of the $50.0 million outstanding under the Company's line of
• $1,000 — l conversion rate of 67.5858 shares per $1,000 principal amount of notes (equivalent t
• $14.80 — itial conversion price of approximately $14.80 per share of common stock). The convers
• $24 — pped Call Transactions is approximately $24.66, which represents a premium of 100%

Filing Documents

• clsk-20241217.htm (8-K) — 67KB
• clsk-ex4_1.htm (EX-4.1) — 1249KB
• clsk-ex10_1.htm (EX-10.1) — 343KB
• clsk-ex99_1.htm (EX-99.1) — 23KB
• img1300036_0.jpg (GRAPHIC) — 55KB
• img227465082_0.jpg (GRAPHIC) — 11KB
• img227465082_1.jpg (GRAPHIC) — 11KB
• img227465082_2.jpg (GRAPHIC) — 8KB
• img227465082_3.jpg (GRAPHIC) — 15KB
• img227465082_4.jpg (GRAPHIC) — 7KB
• img227465082_5.jpg (GRAPHIC) — 13KB
• 0000950170-24-137362.txt ( ) — 2224KB
• clsk-20241217.xsd (EX-101.SCH) — 44KB
• clsk-20241217_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Convertible Notes Offering On December 17, 2024, CleanSpark, Inc. (the "Company") completed its previously announced private offering of 0.00% Convertible Senior Notes due 2030 ("notes"). The notes were sold under a purchase agreement, dated as of December 12, 2024, entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the several initial purchasers named therein (the "Initial Purchasers"), to the Initial Purchasers for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $650.0 million, which includes $100.0 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the Initial Purchasers under the purchase agreement, which the Initial Purchasers exercised in full on December 16, 2024. The notes are senior unsecured obligations of the Company and are not guaranteed by any of the Company's subsidiaries. The notes were issued at a price equal to 100% of their principal amount. The net proceeds to the Company from the sale of the notes were approximately $633.6 million, after deducting the Initial Purchasers' discounts and estimated expenses payable by the Company. The Company has used approximately $90.4 million of the net proceeds from the sale of the notes to pay the cost of certain capped call transactions and approximately $145.0 million to repurchase shares of its common stock and intends to use the remaining net proceeds for the repayment in full of the $50.0 million outstanding under the Company's line of credit with Coinbase, capital expenditures, potential acquisitions and general corporate purposes. However, as of the date hereof, the Company has no arrangements, agreements, or understanding in principle of any material acquisitions.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and the notes were resold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company will settle conversions of the notes by paying and/or delivering, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election. Neither the notes nor the underlying shares of the Company's common stock have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a shelf registration statement for the resale of the notes or any common stock issuable upon conversion of the notes.

01 Other Events

Item 8.01 Other Events. On December 17, 2024, the Company issued a press release announcing the closing of the notes offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements uncertainties and other factors discussed under the sections entitled "Risk Fact

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of December 17, 2024, between CleanSpark, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2030. 4.2 Form of note representing the 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Capped Call Confirmations. 99.1 Press Release, dated December 17, 2024, announcing the closure of the offering . 104 Cover Page Interactive Data File (embedded within the Inline XRL 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: December 17, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR