Cleanspark, Inc 8-K, filed Nov 19, 2021
Cleanspark, Inc. (CLSK)
About this 8-K
Cleanspark, Inc filed this 8-K on November 19, 2021, reporting on events of November 15, 2021.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 15, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), purchased 850 mining machines, which, together with other recent purchases of mining machines (collectively, the “Purchases”), in the aggregate totals 2,597 miners with a purchase price of $26,496,475, which exceeds 15% of the fixed assets of the Company. The mining machines are scheduled for immediate delivery. The Purchases were made pursuant to the terms of a Hardware and Purchase Sales Agreement entered into by and between the Company and a premier cryptocurrency mining equipment supplier in March 2021 (the “Agreement”), as previously disclosed by the Company in that Current Report on Form 8-K filed on March 25, 2021. The Company plans to use the mining machines to expand its digital currency mining activities through its wholly-owned subsidiaries.
The foregoing description of the Agreement that governs the Purchases does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Agreement, which was attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021.
| Item 7.01 | Regulation FD Disclosure. |
On November 19, 2021, the Company issued a press release announcing the Purchases. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”), and is incorporated by reference herein.
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, 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 expected delivery dates of the Mining Servers, the Company’s digital currency mining activities, 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 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.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated as of November 19, 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: November 19, 2021 | By: | /s/ Zachary K. Bradford |
| Zachary K. Bradford | ||
| Chief Executive Officer and President | ||
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Seizing Spot Market Opportunity, CleanSpark Secures more Bitcoin Mining Machines for Immediate Delivery
The new S19 machines will increase CleanSpark’s hashrate by over 250 PH/s, a nearly 20% increase of its current hashrate
SALT LAKE CITY, Nov 19, 2021 -- CleanSpark, Inc. (Nasdaq: CLSK) (the "Company" or "CleanSpark"), a sustainable bitcoin mining and energy technology company, today announced the purchase of an additional 2,597 units of the Antminer S19 bitcoin (BTC) mining machines.
Delivery of the machines is scheduled to be immediate, adding to the 2,711 rigs already purchased and scheduled for delivery this month. These orders are expected to substantially add to the Company’s hashrate over the coming weeks.
CleanSpark 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.
“We continue to take advantage of favorable pricing in the spot market to purchase machines as opportunities present themselves, rather than locking up capital for long periods of time, while we use the standard strategy of future delivery contracts,” said Zach Bradford, CEO and President.
The Company currently operates more than 12,800 miners, providing a hashrate of 1.3 EH/s.
About CleanSpark
CleanSpark, Inc., a Nevada corporation, is a sustainable bitcoin mining and energy technology company that is focused on solving modern energy challenges. For more information about the Company, please visit the Company's website at https://www.cleanspark.com/investor-relations .
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 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. 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.
Investor Relations Contact:
Matt Schultz
ir@cleanspark.com
Media Contacts:
Isaac Holyoak
pr@cleanspark.com
BlocksBridge Consulting
Nishant Sharma
cleanspark@blocksbridge.com
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