Statement of Ownership (sc 13g)
July 21 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
CleanSpark,
Inc.
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
18452B209
|
(CUSIP
Number)
|
|
July
20, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
1
|
Names
of Reporting Persons
|
Discover
Growth Fund, LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
U.S.
Virgin Islands
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
1,230,770
|
7
|
Sole
Dispositive Power
|
1,230,770
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,230,770
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☒
|
11
|
Percent
of class represented by amount in row (9)
|
7.09%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
(a)
|
Name
of Issuer: CleanSpark, Inc.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 1185 S. 1800 West, Suite 3, Woods Cross, UT 84087
|
|
(a)
|
Name
of Person Filing: Discover Growth Fund, LLC
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence: 5330 Yacht Haven Grande, Suite
206, St Thomas, VI 00802
|
|
(c)
|
Citizenship:
U.S. Virgin Islands
|
|
(d)
|
Title
and Class of Securities: Common stock
|
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of
the Act;
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
☐
|
Investment company registered under Section 8 of
the Investment Company Act of 1940;
|
|
(e)
|
☐
|
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
|
|
(a)
|
Amount
Beneficially Owned: 1,230,770
|
|
(b)
|
Percent
of Class: 7.09%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 1,230,770
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 1,230,770
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
The
reporting person purchased 1,230,770 shares of common stock at a fixed price of $3.25 per share for a total of $4,000,000.00
pursuant to a Securities Purchase Agreement dated July 20, 2020. Pursuant to Purchase Agreements dated December 31, 2018 and April
17, 2019, the reporting person is prohibited from voting any shares of Common Stock held by it except in accordance with the recommendation
of the issuer’s board of directors, the issuer may not issue shares of Common Stock to the reporting person for conversion
or exercise of any securities that would result in the reporting person owning more than 4.99% of all Common Stock outstanding
immediately after giving effect to such issuance, and the reporting person may not hold at any one time more than 9.99% of all
Common Stock then outstanding. The number of shares and percent of class stated above are calculated based upon 17,354,277 total
shares outstanding as of July 21, 2020.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
|
Item
7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person.
|
|
Item
8.
|
Identification
and classification of members of the group.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July
21, 2020
John
Kirkland/President of General Partner of Managing Member
Name/Title
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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