8-K

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

     Date of Report (Date of earliest event reported): September 18, 2025

    

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada		89052
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (702) 989-7692

    

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLSK	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share	CLSKW	The Nasdaq Stock Market LLC

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 September 18, 2025, CleanSpark, Inc. (the “Company”) entered into a side letter (the “Coinbase Side Letter”) to its Master Loan Agreement (the “Original Coinbase Master Loan Agreement”) with Coinbase Credit, Inc. (“Coinbase”) and Coinbase, Inc., as the lending service provider (together, the “Coinbase Parties”), the original of which was executed on August 7, 2024 and subsequently amended on April 14, 2025. Under the Original Coinbase Master Loan Agreement, as amended by the Side Letter (collectively, the “Coinbase Master Loan Agreement”), Coinbase may extend digital asset or cash loans to the Company on terms to be specified in individual loan confirmations executed under the Coinbase Master Loan Agreement, increased to an aggregate lending capacity of $300 million, enabling the Company to draw funds secured by Bitcoin to be deployed into strategic capital expenditures, including expanding CleanSpark's energy portfolio, scaling its Bitcoin mining operations, and investing in high-performance computing (HPC) capabilities.

General Nature of the Facility

Pursuant to the Coinbase Master Loan Agreement, the Company may borrow digital assets or cash from Coinbase 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 Coinbase Master Loan Agreement. Upon termination, the borrowed digital assets or cash must be returned, and the related collateral released.

Security for the Borrowings

Borrowings under the Coinbase Master Loan Agreement are secured by collateral in favor of Coinbase. Collateral may include U.S. dollars, USDC stablecoin, Bitcoin, Ether, or other forms agreed upon by the Coinbase 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 Coinbase Master Loan 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 Coinbase, including the right to liquidate pledged collateral.

The Coinbase Master Loan 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 Coinbase Master Loan Agreement, and it is qualified in its entirety by reference to the full text of the Coinbase Master Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2025 and the Side Letter, a copy of which is filed as Exhibit 10.1 hereto, and are 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 7.01 Regulation FD Disclosure.

On September 22, 2025, the Company announced the increase in the Coinbase line of credit under the Side Letter. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
10.1	Coinbase Side Letter, dated September 18, 2025.
99.1	Press Release, dated September 22, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			CLEANSPARK, INC.

Date:	September 23, 2025	By:	/s/ Leighton R. Koehler
			Leighton R. Koehler, General Counsel

EXHIBIT 10.1

SIDE LETTER

Date: 18th September, 2025

To: CleanSpark Inc.

From: Coinbase Credit, Inc.

This Side Letter refers to the Master Loan Agreement dated as of 9/18/25, as amended
and supplemented from time to time (the “Agreement”), between you and us.

The Lender confirms that, as of the date of this Side Letter, the Borrower is currently approved to
borrow an indicative maximum Loan Amount of USD300,000,000 under the Agreement (“Credit
Limit”).

As per the Agreement, the Lender reserves the right to change the Credit Limit at any time and in
its sole discretion.

The terms of a Loan will be governed by the Agreement and the accompanying Confirmation. For the avoidance of doubt and notwithstanding the fact that the provisions of the Master Loan
Agreement are not subject to the Coinbase Prime Broker Agreement between CleanSpark Inc.
and Coinbase, the information contained in this Side Letter constitutes non-public, confidential
and/or proprietary information of Coinbase (“Confidential Information”) and should remain
subject to the requirements of your confidentiality obligations therein. With express Coinbase
consent, which shall not be unreasonably withheld or delayed, Coinbase agrees that certain
Confidential Information may be shared in your public filings.

LENDER

Coinbase Credit, Inc.

By: /s/ Sarah Williamson

Name: Sarah Williamson

Title: Director

Date: Sep 18, 2025

EXHIBIT 99.1

CleanSpark Expands Capital Strategy with Additional $100M Bitcoin-Backed Credit Capacity from Coinbase Prime

Proceeds to support strategic energy and compute growth

Non-dilutive capital will be deployed into accretive assets across CleanSpark's portfolio

LAS VEGAS, September 22, 2025 -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (the "Company"), today announced that it has expanded its capital strategy by increasing its Bitcoin-backed credit facility with Coinbase Prime (Nasdaq: COIN) by $100 million.

The $100 million in financing will be deployed into strategic capital expenditures, including expanding CleanSpark's energy portfolio, scaling its Bitcoin mining operations, and investing in high-performance computing (HPC) capabilities.

"We are proud to expand our relationship with Coinbase Prime as we continue to add megawatts to our portfolio and take steps toward alternative use cases for some of our data centers," said Matt Schultz, CleanSpark's Chief Executive Officer and Chairman. "We see tremendous opportunity to accelerate mining growth while simultaneously optimizing our assets, particularly those near major metro centers and in our immediate pipeline, through the potential development of high-performance compute campuses."

"We see CleanSpark's innovative approach to expanding its capital strategy as a significant step forward for growing the crypto ecosystem through focused capital deployment," said Brett Tejpaul, Head of Coinbase Institutional. "Our Coinbase Prime offering delivers robust, secure, and regulated infrastructure alongside industry leading custody management, supporting institutions as they scale their digital asset strategies."

"Delivering accretive growth using non-dilutive financing is at the core of CleanSpark's capital strategy. We are excited to expand our strategic relationship with Coinbase as our business continues to evolve, and our Digital Asset Management team will continue to drive growth and efficiency," said Gary A. Vecchiarelli, CleanSpark's Chief Financial Officer and President. "Our 'Infrastructure First' strategy has been proven historically and will further enhance shareholder value as we expand into more diversified compute opportunities."

About CleanSpark

CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading Bitcoin miner with a proven track record of success. We own and operate a portfolio of data centers 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 operations to deliver superior returns to our shareholders. Optimally monetizing low-cost, high reliability electricity 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: the success and performance of the Company's non-bitcoin data center activities and expansion into non-bitcoin infrastructure; the impact of the CEO transition on relationships with vendors, regulators, employees and investors and the ability of the executive team to execute on the Company's strategies, in particular its pursuit of opportunities beyond bitcoin mining; completion of construction, regulatory approvals, and electrical power availability to achieve anticipated growth; the success and performance of the Company's digital asset management and derivatives trading activities, which were only recently commenced; the success of the Company's digital currency mining activities; the volatility in the price of Bitcoin and the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the impacts of evolving global and U.S. trade policies and tariff regimes, including that there is uncertainty as to whether the Company will face materially increased tariff liability in respect of miners purchased since 2024 and in the future; the anticipated import and delivery dates of new miners; the ability to successfully import and deploy new miners and other mining equipment; dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the risk that expectations of future revenue growth may not be realized; 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 those filings. 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
Harry Sudock
702-989-7693
[email protected]

Media Contact
CleanSpark

Malory Van Guilder
651.335.0585
[email protected]

Coinbase Contact
[email protected]