Hut 8 Corp. Files 8-K on Material Agreement

TL;DR

Hut 8 filed an 8-K on 9/27 for a material agreement & equity sales.

AI Summary

On September 27, 2024, Hut 8 Corp. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes Regulation FD disclosures and financial statements. The company is incorporated in Delaware and its principal executive offices are located in Miami, Florida.

Why It Matters

This filing indicates significant corporate actions and potential changes in equity structure for Hut 8 Corp., which could impact investors and market perception.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that may affect the company's stock performance.

Key Numbers

• 305-224-6427 — Phone Number (Registrant's principal executive offices)

Key Players & Entities

• Hut 8 Corp. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Miami, Florida (location) — Address of Principal Executive Offices
• 001-41864 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HUT The Nasdaq Stock Mark
• $16.395 — r share ("Common Stock"), at a price of $16.395 per share of Common Stock, in exchange
• $37,928,768.53 — ck, in exchange for the satisfaction of $37,928,768.53 total outstanding principal and accrued

Filing Documents

• hut-20240927x8k.htm (8-K) — 40KB
• hut-20240927xex10d1.htm (EX-10.1) — 184KB
• hut-20240927xex99d1.htm (EX-99.1) — 19KB
• 0001558370-24-013100.txt ( ) — 404KB
• hut-20240927.xsd (EX-101.SCH) — 3KB
• hut-20240927_lab.xml (EX-101.LAB) — 16KB
• hut-20240927_pre.xml (EX-101.PRE) — 10KB
• hut-20240927x8k_htm.xml (XML) — 5KB

01Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement. On September 27, 2024, Hut 8 Corp. (the "Company"), U.S. Data Mining Group, Inc. (d/b/a U.S. Bitcoin Corp.), a wholly-owned subsidiary of the Company ("USDG"), US Data Guardian LLC, a wholly owned subsidiary of the Company (the "Borrower"), and U.S. Data Technologies Group Ltd. (together with the Company, USDG and the Borrower, the "Company Parties") , entered into a Debt Repayment Agreement (the "Debt Repayment Agreement") with Anchorage Lending CA, LLC (the "Lender"). Pursuant to the Debt Repayment Agreement, on September 27, 2024 the Company issued 2,313,435 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), at a price of $16.395 per share of Common Stock, in exchange for the satisfaction of $37,928,768.53 total outstanding principal and accrued interest on certain loans made by the Lender to the Borrower pursuant to a Loan Agreement, dated as of February 3, 2023, as amended (the "Loan Agreement"), and all other obligations of the Company Parties under the Loan Agreement. The Debt Repayment Agreement contains customary representations and warranties of the Company Parties and the Lender. The Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold absent registration or an applicable exemption from registration requirements. The issuance of the Common Stock is exempt from registration under the Securities Act in reliance on an exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. Under the Debt Repayment Agreement, the Company agreed to file a registration statement with respect to the resale of the Common Stock issued under the Debt Repayment Agreement and provided the Lender other customary rights with respect to such registration. A copy of the Debt Repayment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by referenc

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 1, 2024, the Company issued a press release regarding the transactions pursuant to the Debt Repayment Agreement (the "Press Release"). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information included in this Item 7.01 and in the Press Release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

01Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits. Exhibit No. Description 10.1 Debt Repayment Agreement dated as of September 27, 2024 between and among Hut 8 Corp., U.S. Data Mining Group, Inc. (d/b/a U.S. Bitcoin Corp.), US Data Guardian LLC, U.S. Data Technologies Group Ltd. and Anchorage Lending CA, LLC . 99.1 Press Release dated October 1, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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. HUT 8 CORP. (Registrant) Date: October 1, 2024 By: /s/ Victor Semah Name: Victor Semah Title: Chief Legal Officer & Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR