8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): March 29, 2022

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada	001-39187	87-0449945
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
2370 Corporate Circle, Suite 160
Henderson, Nevada		89074
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 941-8047
---
N/A
---

(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<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLSK	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 March 29, 2022, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into a Hosting Agreement (the “Agreement”) with Lancium LLC (“Lancium”). Pursuant to the Agreement, Lancium has agreed to host, power and provide maintenance and other related services to certain of the Company’s cryptocurrency mining equipment at its facility located in Abilene, Texas (collectively, the “Services”).

Pursuant to the Agreement, Lancium will provide 200 megawatts (“MW”) of power for use by the Company’s mining equipment. For a period of two and a half years following the operations commencement date under the Agreement, the Company will have an option to increase its power draw by any amount that would cause its total power draw not to exceed the lesser of 500 MW or 40% of the aggregate capacity of all facilities owned and operated by Lancium. As consideration for the Services, the Company shall pay Lancium power charge fees based on kilowatt hours consumed by the Company’s equipment and hosting fees based on power consumed, subject to service level adjustments and credits. The Agreement further provides that through December 31, 2023, Lancium will not enter into any all-in fixed price agreements with other customers of certain of its facilities with the same or less power draw as the Company that contains more favorable terms for the fixed all-in price than those in this Agreement, unless the Company has been provided with the same fixed price under the Agreement.

The Agreement has an initial term of five years from the operations commencement date (unless terminated earlier in accordance with the terms of the Agreement), after which it will renew automatically for two-year periods unless either party provides notice of non-renewal at least ninety days prior to the expiration of the term or renewal term, as applicable.

The foregoing description of the Agreement 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 will be filed as an exhibit to the Company’s next periodic report.

Item 7.01 Regulation FD Disclosure.

On March 31, 2022, the Company issued a press release announcing the Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).

The information in this Item 7.01 of this Current Report on Form 8-K (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 of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in the Current Report may be forward-looking statements. 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. Forward-looking statements contained in the Current Report, include but are not limited to statements regarding our future results of operations and financial position, the timing of the availability of the MW provided under the Agreement, the Company’s expected hashrate, availability of mining equipment, industry and business expectations, sustainability, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in the Current Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve 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: risks described in the Company's earnings 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. The forward-looking statements in the Current Report are based upon information available to us as of the date of the Current Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

These forward-looking statements speak only as of the date of this Current Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Current Report, whether as a result of any new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated as of March 31, 2022*
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

*Furnished herewith

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 thereunto duly authorized.

			CleanSpark, Inc.
Date:	March 31, 2022	By:	/s/ Zachary Bradford
			Zachary Bradford, Chief Executive Officer

EX-99.1

CleanSpark to Expand Mining Operations in Texas with up to 500 Megawatts of Renewable Power

The expansion at full deployment adds up to 16.0 EH/s to CleanSpark’s existing hashrate

LAS VEGAS, March 31, 2022 — CleanSpark, Inc. (Nasdaq: CLSK) (the "Company" or "CleanSpark"), a sustainable bitcoin mining and energy technology company, today announced that it has signed an agreement with Houston-based Lancium to secure an initial 200 megawatts (MW) at Lancium’s renewably-powered datacenters in West Texas, with an option to add 300 MW more in the future.

It is expected that approximately 50 MW of the purchased capacity will be operational by December 31, 2022, while the remaining 150 MW will be fully operational during Spring 2023. After completely using this capacity with the latest generation of bitcoin mining machines, CleanSpark will add an estimated 16.0 EH/s to its current forecasted hashrate of 4.0 EH/s — strengthening its position as one of the top bitcoin miners in North America.

Lancium is an energy technology and infrastructure company dedicated to accelerating the energy transition. Lancium’s Clean Campuses are located in regions with access to low-cost renewable energy. Enabled by the company’s proprietary Lancium Smart Response technology, these Campuses act as “Controllable Load Resources” (CLRs) which provide for enhanced reliability of the power grid and encourage the growth of additional renewable energy. In September 2021, the company announced it had broken ground on its first “Clean Campus” located in Fort Stockton, Texas.

“Lancium’s facilities are best-in-class, scalable and, importantly, draw their power from renewable-rich West Texas, which made Lancium an ideal partner for us to co-locate our machines,” said Zach Bradford, CEO of CleanSpark. “This move is in keeping with our strategy of focusing on infrastructure first. We continue to build more capacity at our own bitcoin mining facilities while we partner with colocation service providers. This hybrid approach helps us ensure that we always have rackspace ready to deploy new machines when they are delivered to us by the manufacturers. Such speed and optionality is critical as we scale our mining operations from megawatts to gigawatts in the coming years.”

“Our Clean Campuses provide a unique solution that will provide both green and low cost power for customers that are interruptible and use large amounts of power,” said Michael McNamara CEO and co-founder of Lancium. “Beyond the benefits to clients like CleanSpark, we believe the size of our renewably-powered Clean Campuses, when combined with Lancium Smart Response technology, provide additional benefits in terms of enhanced power grid stability and the further development of renewable energy.”

As of February 28, CleanSpark has over 22,000 bitcoin mining machines in operation, with over 20,000 Bitmain S19 series rigs pending delivery and deployment in batches through October 2022. The Company employs a sustainable business strategy of converting a portion of its BTC

holdings to fund operations and expansion, with a goal of limiting shareholder dilution and stably maximizing returns for shareholders.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. 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. Forward-looking statements contained in this press release, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve 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 of its digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which we operate, increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; the successful deployment of energy solutions for residential and commercial applications; the expectations of future revenue growth may not be realized; ongoing demand for the Company's software products and related services; the impact of global pandemics (including COVID-19) on logistics and shipping and the demand for our products and services; 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 and any subsequent filings with the SEC. The forward-looking statements in this press release are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this press release with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

About CleanSpark

CleanSpark, Inc., a Nevada corporation, is a sustainable bitcoin mining and energy technology company that is solving modern energy challenges. For more information about the Company, please visit the Company's website at https://www.cleanspark.com/investor-relations.

About Lancium

Headquartered in The Woodlands, Texas, Lancium is dedicated to accelerating the energy transition through technologies and infrastructure designed to enable more clean energy production while also balancing and stabilizing the power grid. Lancium’s Clean Campuses are designed to provide a low-cost, sustainable solution for large-scale, energy-intensive customers through its propriety Smart Response™ technology. For more information, visit www.lancium.com.

Investor Relations Contact

Matt Schultz, Executive Chairman

ir@cleanspark.com

Media Contacts

Isaac Holyoak

pr@cleanspark.com

BlocksBridge Consulting

Nishant Sharma

cleanspark@blocksbridge.com

For Lancium:

pr@lancium.com