Cleanspark, Inc 8-K, filed Oct 12, 2021
Cleanspark, Inc. (CLSK)
About this 8-K
Cleanspark, Inc filed this 8-K on October 12, 2021, reporting on events of October 6, 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
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 October 6, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into an agreement (the “Agreement”) with a premier cryptocurrency mining equipment supplier (the “Supplier”), pursuant to which the Company purchased an aggregate of 4,500 mining servers (the “Mining Servers”). As compensation for the Mining Servers, the Company agreed to pay the Supplier up to an aggregate of approximately $32,993,400, of which, $21,180,100.50 was paid upon execution of the Agreements, and the remainder of which will be paid in monthly installments through June 2022. The Company currently expects to receive the Mining Servers in nine equal monthly shipments from November 2021 through July 2022, and plans to use the Mining Servers to expand its digital currency mining activities through its wholly-owned subsidiaries.
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, the form of which will be filed as exhibits to the Company’s next periodic report.
| Item 7.01 | Regulation FD Disclosure. |
On October 12, 2021, the Company issued a press release providing an update with respect to its recent purchases of Bitcoin mining equipment, including under the Agreement, and its future plans with respect to its cryptocurrency mining activities. 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 expected delivery dates of the mining servers, the Company’s 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 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 October 12, 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: October 12, 2021 | By: | /s/ Zachary K. Bradford | ||
| Zachary K. Bradford | ||||
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Chief Executive Officer and President |
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CleanSpark Uses Bitcoin to Fund 4,500 Newest Generation Miners
Delivery of the miners, amounting to an additional hashrate of 450 PH/s, brings the total number of miners slated for delivery over the next 12 months to 24,580
SALT LAKE CITY, October 12, 2021 — CleanSpark, Inc. (Nasdaq: CLSK) (the "Company" or "CleanSpark"), a sustainable bitcoin mining and diversified energy company, today announced its purchase of 4,500 units of the Antminer S19 bitcoin (BTC) mining machine. The purchase was partially funded through a portion of the Company’s BTC holdings. Delivery of the machines are scheduled to start next month and be completed by July 2022.
CleanSpark estimates that its sustainable bitcoin mining capacity will increase by a computing power of 450 PH/s, equivalent to almost 45% of the Company’s current capacity, after the purchased machines are fully operational.
The Company expects to have the data center space for the machines ready to plug and play before each consecutive delivery. The Company currently operates over 10,000 miners. The total number of miners slated for delivery over the next 12 months is now 24,580.
In line with the interests of its shareholders, by selling some of its bitcoin, CleanSpark is converting a portion of its BTC holdings into bitcoin miners to increase revenues. CleanSpark believes that the value of digital currencies such as Bitcoin stems from their usefulness as a medium of exchange. By investing a portion of its mined bitcoins to buy additional miners, the Company aims to put those bitcoins back into circulation. The Company also intends to continue its holding strategy.
“By making a conscious effort to reinvest in additional production, we are taking a market-based approach to our mining operations and maximizing value for our shareholders. We understand that using our bitcoin to support our operations and expansion is a paradigm shift for the digital currency mining industry in North America,” said Zach Bradford, CEO of CleanSpark. “We hope to continue to lead the market with these bold moves.”
Earlier in August, CleanSpark announced the purchase of a former Sprint/Nextel datacenter in Norcross, Georgia, to start a new mining operation that is expected to be 100% net carbon-neutral, achieved by participating in Georgia's Simple Solar program.
CleanSpark directly owns and operates facilities in Norcross and College Park, Georgia, that will bring a combined 65MW with a focus on clean and sustainable energy as it keeps ESG at the forefront of all its efforts.
About CleanSpark
CleanSpark, Inc., a Nevada corporation, is an energy technology and clean bitcoin mining 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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