Big Digital Energy, Inc 8-K, filed Oct 26, 2022
Big Digital Energy, Inc. (BGDE)
About this 8-K
Big Digital Energy, Inc filed this 8-K on October 26, 2022, reporting on events of October 21, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2022, Mawson Infrastructure Group Inc. (the “Company”), and Company’s wholly owned subsidiary, Cosmos Infrastructure, LLC (the “Miner Seller”), entered into a First Amendment to Equipment Purchase and Sale Agreement (the “Amendment”) with CleanSpark GLP, LLC (the “Miner Purchaser”), a wholly-owned subsidiary of CleanSpark, Inc. (“CleanSpark”), in which the parties amended the previously announced Equipment Purchase and Sale Agreement, dated October 8, 2022, by and among the parties (the “EPSA”). The EPSA was entered into in conjunction with the previously announced, Purchase and Sale Agreement dated as of September 8, 2022 (the “Purchase Agreement”), by and among Mawson, Mawson’s wholly owned subsidiary Luna Squares, LLC, CleanSpark and CleanSpark’s wholly owned subsidiary, CSRE Properties Sandersville, LLC.
In accordance with the terms of the EPSA, testing of the hashrate of the miners sold under the EPSA was undertaken. On finalization of the testing the parties determined that the actual hashrate of the miners sold under the EPSA was approximately 5% lower than the guaranteed hashrate, and as such Miner Purchaser was entitled to a pro rata reduction in the purchase for the miners, and the purchase price was reduced from approximately $9.48m to approximately $9.01m (“New Purchase Price”). In addition, Miner Purchaser agreed to allow Miner Seller to swap out some miners previously agreed (the “Miner Swap Out”). In consideration of Miner Purchaser agreeing to the Miner Swap Out, Miner Seller agreed to split the payment of the New Purchase Price over three (3) payment dates, as follows (rather than requiring that the New Purchase Price be paid in full on October 21, 2022): (i) Two Million Dollars ($2,000,000.00) due and payable on Friday, October 21, 2022; and (ii) One Million Dollars ($1,000,000.00) due and payable on Friday, October 28, 2022; and (iii) the remainder (being Six Million, Seventeen Thousand, Nine Hundred and Fifty-Four Dollars and Twenty-Two cents ($6,017,954.22)) due and payable on Tuesday, November 1, 2022.
The description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Equipment Purchase and Sale Agreement between Mawson Infrastructure Group Inc. (the “Company”), Cosmos Infrastructure, LLC, and CleanSpark GLP, LLC, dated October 21, 2022.* | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include the possibility that the full consideration possible under the transaction is not earned or received, the Company’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2022, Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: October 26, 2022 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
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Exhibit 10.1
FIRST AMENDMENT TO EQUIPMENT PURCHASE AND SALE AGREEMENT
This First Amendment to Equipment Purchase and Sale Agreement (this “Amendment”) is effective as of October 21, 2022 (the “Effective Date”), by and among CLEANSPARK GLP, LLC, a Georgia limited liability company (“Buyer”), COSMOS INFRASTRUCTURE, LLC, a Delaware limited liability company (“Seller”), and MAWSON INFRASTRUCTURE GROUP, INC., a Delaware corporation (“MIG”).
RECITALS
A. Seller, Purchaser and Parent have entered into that certain Equipment Purchase and Sale Agreement dated September 8, 2022 (the “Agreement”) and that certain Bill of Sale of the same date (“Bill of Sale”); and
B. Seller, Purchaser and Parent agree as follows and desire to amend the Agreement pursuant to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Unless otherwise defined in this Amendment, all capitalized terms herein shall have the meanings ascribed to them in the Agreement.
2. Consideration. The parties agree that the consideration for this Amendment consists of the mutual benefits arising from the modifications set out below.
3. Terahash Warranty (Agreement Section 4.9). The parties agree that testing was undertaken in accordance with Section 4.9 of the Agreement, and agree that the Actual Hashrate was determined to be 530,467.89, which is more than 1% less than the Guaranteed Hashrate. Notwithstanding anything to the contrary in the EPSA, the parties hereby agree as follows (i) to reduce the purchase price to Nine Million, Seventeen Thousand, Nine Hundred and Fifty-Four Dollars and Twenty-Two cents ($9,017,954.22) in cash (“Reduced Purchase Price”); and (ii) that the Reduced Purchase Price be paid in three (3) payments, as follows: (X) Two Million Dollars ($2,000,000.00) due and payable on Friday, October 21, 2022; and (Y) One Million Dollars ($1,000,000.00) due and payable on Friday, October 28, 2022; and (Z) the remainder (being Six Million, Seventeen Thousand, Nine Hundred and Fifty-Four Dollars and Twenty-Two cents ($6,017,954.22)) due and payable on Tuesday, November 1, 2022.
4. Exhibit A. The parties agree to execute a new Bill of Sale, in the form of Exhibit A as attached hereto.
5. Schedules. Schedule 1 of the Agreement is deleted in its entirety and replaced with Schedule 1 attached hereto.
6. Binding Agreement. All of the terms and provisions of this Amendment shall be binding upon each party hereto and their respective successors and assigns, and shall inure to the benefit of each party hereto and their respective successors and assigns.
7. Counterparts. This Amendment may be executed in multiple counterparts and transmitted by facsimile, by electronic mail in portable document format (“PDF”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a party’s signature, with each such counterpart, facsimile or PDF signature constituting an original and all of which together constituting one and the same original.
8. Authority. The undersigned warrants that the individual executing this Amendment on behalf of such party has the requisite authority to execute this Amendment and to bind such party to all the provisions of this Amendment.
9. Continuing Validity. Except as expressly modified by this Amendment, the terms and conditions of the Agreement will remain unchanged and in full force and effect, and are expressly incorporated by reference in this Amendment. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.