Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2022, CleanSpark, Inc., a Nevada corporation (the “Company”),
purchased 10,000 S19j Pro mining machines with a purchase price of $30,000,000.
The mining machines are scheduled for a December 2022 delivery. The purchase was
made pursuant to the terms of a Sales and Purchase Agreement entered into by and
between the Company and Crypt Solutions, Inc. on September 1, 2022 (the
“Agreement”). The Company plans to use the mining machines to expand its digital
currency mining activities through its wholly-owned subsidiaries.
The foregoing description of the Agreement that governs the purchase does not
purport to be complete, and is qualified in its entirety by reference to the
complete text of such Agreement, a copy of which is attached as Exhibit 10.1 to
this Current Report on Form 8-K (“Current Report”).
Item 7.01 Regulation FD Disclosure.
On September 7, 2022, the Company issued a press release announcing the Purchase
and the use of $2,003,140 in coupons to reduce the purchase price to
approximately $28,000,000. A copy of this press release is attached hereto as
Exhibit 99.1 and is being furnished with this Current Report.
The information set forth under Item 7.01 of this Current Report, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of such section.
The information in Item 7.01 of this Current Report, including Exhibit 99.1,
shall not be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, regardless of any incorporation by
reference language in any such filing, except as expressly set forth by specific
reference in such a filing. This Current Report will not be deemed an admission
as to the materiality of any information in this Current Report that is
disclosed solely pursuant to this Item 7.01.
Forward Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact contained in this Current Report, including statements regarding
the Company’s digital currency mining activities, use of the Property, clean
energy initiatives, business strategy, and plans are forward-looking statements.
These statements involve known and unknown risks, uncertainties and other
important factors that may cause the Company’s actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In
addition, projections, assumptions and estimates of the Company’s future
performance, its clean energy initiatives, future profitability associated with
mining cryptocurrencies, and the future performance of the markets in which the
Company operates, are necessarily subject to a high degree of uncertainty and
risk. In some cases, you can identify forward-looking statements by terms such
as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”
“predict,” “potential” or “continue” or the negative of these terms or other
similar expressions. The forward-looking statements in this Current Report are
only predictions. The Company has based these forward-looking statements largely
on its current expectations and projections about future events and financial
trends that the Company believes may affect its financial condition, operating
results, business strategy, short-term and long-term business operations and
objectives. These forward- looking statements speak only as of the date of this
Current Report and are subject to a number of risks, uncertainties and
assumptions. The events and circumstances reflected in such forward-looking
statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements due to risks,
uncertainties and other factors described in the Company’s press releases and in
its filings with the Securities and Exchange Commission (“SEC”), including under
the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and any
subsequent filings with the SEC. Moreover, the Company operates in a very
competitive and rapidly changing environment. New risks and uncertainties may
emerge from time to time, and it is not possible for the Company to predict all
risks and uncertainties. Except as required by applicable law, the Company does
not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed
circumstances or otherwise.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Sales and Purchase Agreement entered into by and between the CleanSpark, Inc. and Crypt Solutions, Inc. on September 1, 2022 99.1 Press Release, dated as of September 7, 2022 (furnished herewith) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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