Cleanspark, Inc 8-K, filed Jul 14, 2021
Cleanspark, Inc. (CLSK)
About this 8-K
Cleanspark, Inc filed this 8-K on July 14, 2021, reporting on events of July 8, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): July 8, 2021
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.) |
1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2 below):
| ¨ | 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 |
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 July 8, 2021, CleanSpark, Inc., a Nevada corporation, through its wholly owned subsidiary CleanBlok, Inc. (“CleanBlok”), a Georgia corporation, entered into a services agreement (the “Agreement”) with Coinmint, LLC (“Coinmint”). Pursuant to the Agreement, retroactively effective as of July 1, 2021, Coinmint has agreed to house and power certain of CleanBlok’s cryptocurrency mining equipment in its facilities, and to use commercially reasonably efforts to mine Bitcoin through an agreed upon third-party provider (the “Third-Party Provider”) on behalf of CleanBlok (collectively, the “Services”). All Bitcoin mining services performed by Coinmint and the Third-Party Provider for CleanBlok shall be conducted using mining equipment owned by CleanBlok, which equipment will be delivered by CleanBlok to the housing location over the course of the term of the Agreement.
Pursuant to the Agreement, as consideration for the Services, CleanBlok shall pay Coinmint certain services fees, which shall be based on the operating costs incurred by Coinmint in performing the Services, and a variable fee calculated based on the profitability of the Bitcoin mined during the relevant payment period, subject to uptime performance commitments.
The Agreement has an initial term of one year, after which it will renew automatically for three-month periods until terminated in accordance with the terms of the Agreement.
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 July 14, 2021, the Company issued a press release announcing the Agreement and its new partnership with Coinmint. 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 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 and its subsidiaries’ digital currency mining activities, 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
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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 |
| 99.1 | Press Release, dated as of July 14, 2021 (furnished herewith) |
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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. | ||||
| Dated: July 14, 2021 | By: | /s/ Zachary K. Bradford | ||
| Zachary K. Bradford | ||||
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Chief Executive Officer and President |
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CleanSpark Announces Agreement with ESG-Focused Crypto-Miner, Coinmint
CleanSpark and Coinmint to Collaborate on Goal of Mining with Zero Carbon Footprint
SALT LAKE CITY, July 14, 2021 – CleanSpark, Inc. (Nasdaq: CLSK) (the “Company” or “CleanSpark”), a diversified software, services and Bitcoin mining company, today announced that it has entered into an agreement with a new partner, Coinmint, pursuant to which it expects to deploy nearly 25 MW of its highly efficient Bitmain S19 Pro miners at a location operated by Coinmint.
CleanSpark plans to deploy approximately 750 PH/s in hashrate capacity at Coinmint’s facility in Massena, New York between July and September 2021. To support this hashrate, Coinmint has agreed to provide 25 MW of power, provide operations support and commit to 98% uptime. The Company expects this agreement to rapidly increase its overall hashrate across all Bitcoin mining locations to 1.2 EH/s upon installation and believes that it will allow CleanSpark to maximize its Bitcoin production while maintaining all aspects of the Company’s ESG-based mining philosophy.
Coinmint operates the largest private digital currency data center in the world. The power is primarily derived from hydroelectric power, and, including all sources, achieves an energy mix that is 94% carbon-free. Coinmint is focused on all aspects of environmental, social and corporate governance (“ESG”); in addition to operating a site powered primarily by renewable energy, Coinmint focuses on sustainability and providing jobs within their community. Additionally, CleanSpark and Coinmint intend to collaborate on further expansion of their green energy initiatives, with a goal of reaching 100% renewable power.
Coinmint CFO Michael Maloney stated, “Space and power for mining is in high demand, but we choose our partners carefully, we selected CleanSpark as a partner due to their alignment on ESG and sustainable mining practices. Coinmint is uniquely positioned in the market to offer sizable amounts of energy and superior operational excellent to cryptocurrency miners focused on green energy. We also are looking into to transforming the remaining 6% of non-renewable energy with onsite renewables and we believe CleanSpark is the right partner to help us achieve this goal. Coinmint looks forward to working with their energy professionals and proprietary energy solutions to expand our renewable energy infrastructure.”
CleanSpark President and CEO Zach Bradford added, “This is a very exciting opportunity for CleanSpark. We are pleased to align ourselves with a company that has a similar ESG approach and a strong history of performance as a mining service provider. We anticipate that this agreement will enable us to expedite the time to reach 1.2 EH/s. All of our recent shipments of mining rigs have arrived as agreed under our purchase agreements. Over the course of the next three months, we plan to redirect our shipments to the Coinmint facilities to maximize the contracted 25 MW of clean power. Once we have reached full allocated capacity under the Coinmint agreement, we will then direct shipments of the new units to our Atlanta facilities.”
Mr. Bradford further commented, “The 30MW energy expansion of our wholly-owned facilities is progressing and will be finalized in the coming months to bring our Atlanta facilities to 50MW of total capacity. We intend to deploy miners to utilize the total available capacity in Atlanta with the units scheduled to arrive between September 2021 and January 2022. Upon installation, CleanSpark’s total deployed hashrate is expected to exceed to 2.1 EH/s. Due to the rapid exodus of Chinese miners, an industry-wide shift has taken place, and we believe that this is the perfect time to align with a partner to secure additional capacity to create flexibility and sustainability in our overall operations. This partnership is expected to provide us additional flexibility over time with a like-minded partner to continue the growth of our mining operations. We anticipate that this flexibility will allow us to continue to deploy capital on new facilities and power expansion. The CleanSpark energy team is excited by the opportunity to support Coinmint in achieving their goal of 100% carbon-free operations, an objective shared across all of our business units.”
Since the acquisition of ATL Data Centers, CleanSpark has exceeded 470 PH/s in hashrate capacity, mined more than 410 Bitcoins, and is currently mining an average of more than four (4) Bitcoins per day. For more information about CleanSpark’s Bitcoin operation, visit https://www.cleanblok.com/.
Parties interested in learning more about CleanSpark products and services are encouraged to inquire by contacting the Company directly at info@cleanspark.com or visiting the Company’s website at www.cleanspark.com.
About CleanSpark
CleanSpark, Inc., a Nevada corporation, is in the business of providing advanced software, controls and technology solutions to solve modern energy challenges. CleanSpark has a suite of software solutions that provides end-to-end microgrid energy modeling, energy market communications, and energy management solutions. CleanSpark's offerings consist of intelligent energy monitoring and controls, intelligent microgrid design software, middleware communications protocols for the energy industry, energy system engineering, custom hardware solutions, microgrid installation and implementation services, traditional data center services and software consulting services.
The Company and its subsidiaries also own and operate a fleet of Bitcoin miners at its facility outside of Atlanta, Georgia. For more information about the Company, please visit the Company's website at https://www.cleanspark.com/investor-relations.
About Coinmint
Coinmint designs, builds and manages large-scale, secure and sustainable data centers across the United States. Since 2016, these centers have focused on the production of efficient computational processing power (or hash rate) as well as the creation of digital asset infrastructure - principally in the form of Bitcoin and other leading digital currencies. In 2017, Coinmint acquired the Alcoa East Facility to supply its 435 Megawatt mining center, making it the world's largest green digital currency data processor, based on capacity. Find out more at www.coinmint.one
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Forward-Looking Statements
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's plans and expectations for expansion of its energy initiatives, operating results, business strategy, partnership with Coinmint, deployment of miners, digital currency mining activities, the growth of its facilities and other statements regarding the expectations, beliefs, plans, intentions and strategies of the Company. The Company has tried to identify these forward-looking statements by using words such as "expect," "target," "anticipate," "believe," "could," "should," "estimate," "intend," "may," "will," "plan," "goal" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation: the successful deployment of energy solutions for residential and commercial applications; the fitness of the Company's energy hardware, software and other solutions for this particular application or market; the success of its digital currency mining activities; 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 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. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release (including any forward-looking statements contained herein) to reflect events or circumstances after the date hereof.
Contacts:
Investor Relations:
CleanSpark, Inc.
Investor Relations
(801) 244-4405
Press:
Trish DaCosta
KCD PR
Cleanspark@kcdpr.com
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