Terawulf Inc. Files 8-K with Key Agreements and Equity Sales

TL;DR

TeraWulf just dropped an 8-K: new deals, debt, and stock sales. Keep an eye on this.

AI Summary

On October 25, 2024, Terawulf Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also covers other events and financial statements/exhibits.

Why It Matters

This filing indicates Terawulf Inc. has entered into new financial commitments and potentially issued new shares, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, all of which can carry inherent risks and signal significant corporate actions.

Key Players & Entities

• TERAWULF INC. (company) — Registrant
• 0000950142-24-002636 (document_id) — Accession Number
• October 25, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of incorporation
• 9 Federal Street Easton, Maryland 21601 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq
• $500.0 m — mount of notes sold in the offering was $500.0 million, which includes $75.0 million agg
• $75.0 million — ring was $500.0 million, which includes $75.0 million aggregate principal amount of notes iss
• $487.1 million — he sale of the notes were approximately $487.1 million after deducting the Initial Purchasers'
• $60 million — he Company intends to use approximately $60 million of the net proceeds from the sale of th
• $115.0 million — capped call transactions, approximately $115.0 million to repurchase shares of its common stoc
• $1,000 — conversion rate of 117.9245 shares per $1,000 principal amount of notes (equivalent t
• $8.48 — itial conversion price of approximately $8.48 per share of common stock). The convers
• $12 — pped Call Transactions is approximately $12.80, which represents a premium of 100%

Filing Documents

• eh240549125_8k.htm (8-K) — 40KB
• eh240549125_ex0401.htm (EX-4.1) — 607KB
• eh240549125_ex1001.htm (EX-10.1) — 148KB
• eh240549125_ex9901.htm (EX-99.1) — 10KB
• image_001.jpg (GRAPHIC) — 159KB
• 0000950142-24-002636.txt ( ) — 1373KB
• wulf-20241025.xsd (EX-101.SCH) — 3KB
• wulf-20241025_lab.xml (EX-101.LAB) — 33KB
• wulf-20241025_pre.xml (EX-101.PRE) — 22KB
• eh240549125_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes Offering On October 25, 2024, TeraWulf Inc. (the "Company") completed its previously announced private offering of 2.75% Convertible Senior Notes due 2030 (the "notes"). The notes were sold under a purchase agreement, dated as of October 23, 2024, entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the several initial purchasers named therein (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 $500.0 million, which includes $75.0 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 October 24, 2024 and which additional purchase was completed on October 25, 2024. The notes were issued at a price equal to 100% of their principal amount. The net proceeds from the sale of the notes were approximately $487.1 million after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use approximately $60 million of the net proceeds from the sale of the notes to pay the cost of certain capped call transactions, approximately $115.0 million to repurchase shares of its common stock and the remainder for general corporate purposes, which may include working capital, strategic acquisitions, expansion of data center infrastructure to support high-performance computing activities and expansion of existing assets. Indenture and the Notes On October 25, 2024, the Company entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The not

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 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 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 October 25, 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 plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking to, of the offering, the anticipated use of any proceeds from the offering, and the terms of the notes. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking on the anticipated terms or at all, the other factors discussed in the "Risk Factors" section of TeraWulf's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 20, 2024, the "Risk Factors" section of TeraWulf's Quarterly Reports on Form 10-Q and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, fu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of October 25, 2024, between TeraWulf Inc. and Wilmington Trust, National Association, as trustee, relating to the 2.75% convertible senior notes. 4.2 Form of note representing the 2.75% 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 October 25, 2024, announcing the closing of the offering. 104 Cover Page Interactive Data File (embedded within the Inline 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. Date: October 25, 2024 TERAWULF INC. By: /s/ Patrick A. Fleury Name: Patrick A. Fleury Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR