Current Report Filing (8-k)
February 26 2020 - 4:08PM
Edgar (US Regulatory)
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):
February 26, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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000-53498
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87-0449945
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CLSK
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The Nasdaq Stock Market LLC
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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. ☐
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Item 7.01
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Regulation FD Disclosure.
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CleanSpark, Inc. (the “Company”) posted a presentation
to its website under the “Investor Relations” tab. The presentation will be used by Zachary K. Bradford, Chief Executive
Officer and President of the Company, to present an overview of the Company during a webcast that will be open to all investors
on the alphaDIRECT Virtual Conference Series on February 26, 2020.
A copy of the investor presentation is furnished as Exhibit 99.1
to this Current Report on Form 8-K (the “Current Report”) pursuant to Regulation FD 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. The furnishing of the information
in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information
in this Current Report is material or complete, or that investors should consider this information before making an investment
decision with respect to any security of the Company.
Forward Looking Statements
Exhibit 99.1 may contain 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 in Exhibit 99.1, 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 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,” “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, including Exhibit 99.1, 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. 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
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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CLEANSPARK, INC.
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Dated: February 26, 2020
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By:
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/s/ Zachary K. Bradford
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Zachary K. Bradford
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Chief Executive Officer and President
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