CLSK 8-K
Cleanspark, Inc. (CLSK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2025, CleanSpark, Inc. (the “Company”) entered into an amended Master Loan Agreement (the “Agreement”) with Coinbase Credit, Inc. (the “Lender”) and Coinbase, Inc., as the lending service provider (together, the “Parties”), the original of which was executed on August 7, 2024. Under the Agreement, the Lender may extend digital asset or cash loans to the Company on terms to be specified in individual loan confirmations executed under the Agreement, enabling the Company to draw funds secured by Bitcoin to support operational activities and growth initiatives. Concurrent with entering into the Agreement, Lender increased the aggregate borrowing capacity available to the Company to $200 million.
General Nature of the Facility
The Agreement creates a framework under which the Company may borrow digital assets or cash from Lender from time to time. Each loan is documented in a separate confirmation that sets forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence.
Interest Rate
The Loan Fee Rate, effectively the interest rate on the borrowed amounts, is to be determined for each loan and is calculated on a daily basis at the annualized rate specified in each confirmation.
Maturity
Each loan may have a fixed term or be open (i.e., terminable on demand), as specified in its confirmation. In general, either party can terminate a loan by providing notice within the time frame set forth in the Agreement. Upon termination, the borrowed digital assets or cash must be returned, and the related collateral released.
Security for the Borrowings
Borrowings under the Agreement are secured by collateral in favor of the Lender. Collateral may include U.S. dollars, USDC stablecoin, Bitcoin, Ether, or other forms agreed upon by the Parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls and mark-to-market provisions set forth in the Agreement.
Financial Covenants
The Company must satisfy ongoing margin and collateral maintenance requirements. If the value of posted collateral falls below the margin threshold, the Company must promptly post additional collateral or repay a portion of the loan. Failure to maintain sufficient collateral can result in an event of default and remedies available to the Lender, including the right to liquidate pledged collateral.
The Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.
The foregoing is a summary of the material terms of the Agreement, and it is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On April 15, 2025, the Company announced the increase in the Coinbase line of credit as described in Item 1.01 of this Current Report on Form 8-K, and a change in its Bitcoin management strategies. The Company will begin using a portion of its monthly Bitcoin production to support operational expenditures and repayment of the credit extended under the Agreement. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1† |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
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.
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CLEANSPARK, INC. |
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Date: |
April 16, 2025 |
By: |
/s/ Gary A. Vecchiarelli |
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Gary A. Vecchiarelli, Chief Financial Officer |
EXHIBIT 10.1
MASTER LOAN AGREEMENT
This Master Loan Agreement (this “Agreement”) is made by and among Coinbase Credit, Inc., a Delaware corporation (hereinafter “Lender” or “Coinbase Credit”), Coinbase, Inc., a Delaware corporation (hereinafter “Lending Service Provider” or “Coinbase Inc.”) and CleanSpark, Inc., a Corporation incorporated under the laws of the State of Nevada, that holds one or more Account(s) (as defined herein) with its principal place of business at 10624 S. Eastern Ave., Ste. A-638, Henderson, NV 89052 (hereinafter “Borrower,” and Lender and Borrower, collectively the “Parties”).
From time to time the Parties hereto may enter into transactions in which Lender will lend to Borrower certain Digital Assets or Cash against a transfer of Collateral (each of “Digital Assets”, “Cash”, and “Collateral” as defined herein). Each such transaction will be referred to herein as a “Loan” and, unless otherwise agreed in writing, will be governed by this Agreement, including any supplemental terms or conditions contained in an annex or schedule hereto and in any other annexes identified herein or therein as applicable hereunder (including any agreements governing Account(s) in force between the Parties), provided however that Digital Assets lent by Borrower to Coinbase Credit will not be subject to this Agreement. Capitalized terms not otherwise defined herein will have the meanings provided in Section 25.
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Through these provisions, Borrower and Lending Service Provider (Borrower's securities intermediary) have expressly agreed to treat the Collateral as "financial assets."
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The Parties to this Agreement hereby make the following representations and warranties, which will continue during the term of any Loan hereunder:
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All Loans hereunder may, at the option of the non-defaulting Party (which option will be deemed to have been exercised immediately upon the occurrence of an Insolvency Event), be terminated immediately upon the occurrence of any one or more of the following events (each, individually, a “Default”):
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(b) has been notified of such failure by the other Party prior to the Close of Business on any day, and (c) has not cured such failure by the Deadline following such notification.
The non-defaulting Party will (except upon the occurrence of an Insolvency Event) give notice as promptly as practicable to the Defaulting Party of the exercise of its option to terminate all Loans hereunder pursuant to this Section 12.
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(b) wire transfer in immediately available, freely transferable funds, (c) crediting of an Account designated to hold Cash or Collateral by Lending Service Provider, or (d) such other means as Borrower and Lender may agree.
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The Parties to this Agreement represent and warrant, which will continue during the term of any Loan hereunder, that any of the Loaned Assets, Collateral or other property transferred in connection with any Loan hereunder have not been or will not be obtained, directly or indirectly, from or using the assets of any: (a) “employee benefit plan” as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended, which is subject to Part 4 of Subtitle B of Title I of such Act; (b) any “plan” as defined in Section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended; or (c) any entity the assets of which are deemed to be assets of any such “employee benefit plan” or “plan” by reason of the U.S. Department of Labor’s plan asset regulation, Title 29 of the Code of Federal Regulations, Section 2510.3-101.
Borrower and Lender acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans hereunder constitute a single business and contractual relationship and have been entered into in consideration of each other. Accordingly, Borrower and Lender hereby agree that payments, deliveries and other transfers made by either of them in respect of any Loan will be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. In addition, Borrower and Lender acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans hereunder have been entered into in consideration of each other. Accordingly, Borrower and Lender hereby agree that (a) each will perform all of its obligations in respect of each Loan hereunder, and that a default in the performance of any such obligation by Borrower or by Lender (the “Defaulting Party”) in any Loan hereunder will constitute a default by the Defaulting Party under all such Loans hereunder, and (b) the non-defaulting Party will be entitled to set off claims and apply property held by it in respect of any Loan hereunder against obligations owing to it in respect of any other Loan with the Defaulting Party.
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
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The failure of a Party to this Agreement to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. All waivers in respect of a Default must be in writing.
All remedies hereunder and all obligations with respect to any Loan will survive the termination of the relevant Loan, return of Loaned Assets or Collateral and termination of this Agreement.
Any and all notices, statements, demands or other communications hereunder may be given by one Party to the other Party in writing by e-mail or by such other means agreed to by the Parties, the e-mail address specified in Schedule A hereto (or such other email address or communication method specified in a notice of change of contact information sent by one Party to the other Party), provided that any notice with respect to an existing or contemplated breach, failure to perform, or other event of default under Section 12 must also be addressed to the attention of Coinbase Credit Legal Department (if by e-mail, using carbon copy) and followed by a good faith attempt to inform the Lender by telephone. Any notice, statement, demand or other communication hereunder will be deemed effective on the day and at the time when the email notice is sent from the sending Party’s email address.
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Except as specified in Section 1 or as otherwise agreed by the Parties, this Agreement supersedes any other agreement between the Parties hereto concerning loans of Digital Assets between Borrower and Lender. The Parties agree that this Agreement may only be assigned by Borrower with the written consent of Lender and any attempted assignment without such consent will be null and void. Coinbase reserves the right to assign its rights under this Agreement without restriction, including to any of the Coinbase Entities or their affiliates or subsidiaries, or to any successor in interest, provided that Coinbase shall notify Client within a reasonable amount of time after such assignment. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of Borrower and Lender and their respective heirs, representatives, successors and assigns. This Agreement may be terminated by either Party upon notice to the other, subject only to fulfillment of any obligations then outstanding. This Agreement will not be modified, except by an instrument in writing signed by the Party against whom enforcement is sought. The Parties hereto acknowledge and agree that, in connection with this Agreement and each Loan hereunder, time is of the essence. Each provision and agreement herein will be treated as separate and independent from any other provision herein and will be enforceable notwithstanding the unenforceability of any such other provision or agreement.
For purposes hereof:
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[Signatures on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written herein.
LENDER
Coinbase Credit, Inc.
By: /s/ Sarah Williamson
Title: Director
Date: April 14, 2025
BORROWER
CleanSpark, Inc.
By: /s/ Gary Vecchiarelli
Title: CFO
Date: April 14, 2025
LENDING SERVICE PROVIDER
Coinbase, Inc.
By: /s/ Sarah Williamson
Title: Director
Date: April 14, 2025
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EXHIBIT 99.1
CleanSpark Expands Capital Strategy With $200M Bitcoin-Backed Credit Facility from Coinbase Prime; Shifts to Self-Funded Operations
Proceeds from credit facility to support accretive growth on non-dilutive terms
Company to begin selling a portion of monthly Bitcoin production to cover operations
LAS VEGAS, April 15, 2025 -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (the "Company"), today announced it has expanded its capital strategy to include an increase in its credit facility with Coinbase Prime (Nasdaq: COIN) to $200 million. Additionally, the Company's Digital Asset Management team has officially launched its institutional grade Bitcoin treasury desk. The team completed partner selections after running a competitive and thorough RFP and due diligence process across four product lines — borrowing, lending, custody, and derivatives — to support the Company's risk management and Bitcoin treasury optimization strategy.
"We are proud to expand our relationship with Coinbase through their Bitcoin-collateralized lending program as part of our broader strategic approach to capital management," said Zach Bradford, CEO of CleanSpark. "Our capital strategy has matured significantly, enabling us to pursue non-dilutive funding options that support both our operations and long-term growth. CleanSpark is among a select few in our industry to have achieved escape velocity — the ability to self-fund operations, augment our bitcoin treasury, and contribute to expansion capital through operational cash flow."
"Coinbase is excited to support CleanSpark and their innovative approach to capital and treasury management in Bitcoin mining," said Brett Tejpaul, Head of Coinbase Institutional. "By deepening our relationship with CleanSpark and offering institutional-grade lending and custody management through our Prime service offering, we're committed to delivering strategic solutions that help CleanSpark thrive in the evolving crypto landscape."
Bradford continued, "With our Bitcoin holdings now exceeding 12,000, valued at approximately $1 billion1, we believe this is the right time to evolve from a nearly 100% hold strategy adopted in mid-2023 and move back using a portion of our monthly production to support operations. This represents a meaningful strategic distinction from many of our peers, who continue to rely on equity dilution to fund operating costs or increased leverage to grow their Bitcoin reserves. We view our approach as deliberately strategic rather than ideological — particularly now that we've reached our current scale. While we remain committed to Bitcoin as a long-term, hardened asset, we believe a more effective way to increase shareholder value is through a balanced approach between monetizing new production and building long-term holdings."
"As part of this balanced approach, we intend to further build out our diversified capital stack. In today's market environment, we view the debt markets as the most efficient and responsible path to support accretive growth, and our strong balance sheet positions us to take full advantage of that opportunity. As we enter our next phase — targeting 50 exahash and beyond— we believe CleanSpark, America's Bitcoin miner®, is uniquely positioned to deliver sustained, long-term shareholder value as we continue to execute on our strategic vision and evolve."
1Based on a Bitcoin spot price of $84,500 as of April 14, 2025.
About CleanSpark
CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading, pure play Bitcoin miner with a proven track record of success. We own and operate a portfolio of mining facilities across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence, and capital stewardship, we optimize our mining facilities to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by securing the most important finite, global asset – Bitcoin – positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company's expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to: availability, use, and selection of future sources of funding for operations or strategic growth, whether from operations, or from the debt and/or equity capital markets; and, other risks described in the Company's prior 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 for the fiscal year ended September 30, 2024, and any subsequent filings with the SEC. In addition, risks related to the proposed digital assets management activities include, but are not limited to: volatility in financial markets; regulatory compliance and oversight risks, including changes in laws or interpretations that could impact the legality or profitability of trading activities; operational and cybersecurity risks associated with financial systems and data management; potential conflicts of interest or reputational risks; and the Company's ability to attract and retain qualified personnel to manage and oversee trading functions. There can be no assurance that the Company's digital assets management activities will achieve their intended objectives. Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.
Investor Relations Contact
Barbara Domingo
702-989-7693
[email protected]
Media Contact
Eleni Stylianou
702-989-7694
[email protected]