Current Report Filing (8-k)
October 08 2020 - 5:16PM
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):
October 2, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
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Nevada
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001-39187
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 7, 2020, CleanSpark, Inc., a Nevada corporation (the
“Company”) executed that certain first amendment to 2017 Equity Incentive Plan to increase its option pool from 300,000
to 1,500,000 shares of common stock (the “Plan Amendment”).
The approval of the Plan Amendment was previously granted by the
board of directors of the Company and its stockholders and notice of such action was provided to the Company’s stockholders
in a Definitive Information Statement on Schedule 14C filed with the Commission on July 28, 2020. A copy of the Plan Amendment
was filed as Appendix B thereto and is attached hereto as Exhibit 10.1 and incorporated by reference herein.
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Item 5.03
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Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
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On October 2, 2020, the Company filed a Certificate of Amendment
to its Articles of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock to 35,000,000.
The approval of the authorized share increase was previously granted
by the board of directors of the Company and its stockholders and notice of such action was provided to the Company’s stockholders
in a Definitive Information Statement on Schedule 14C filed with the Commission on July 28, 2020. A copy of the Certificate of
Amendment was filed as Appendix A thereto and is attached hereto as Exhibit 3.1 and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed as part
of this report:
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to Articles of Incorporation of CleanSpark, Inc., filed on October 2, 2020 (1)
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10.1
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First Amendment to CleanSpark, Inc. 2017 Equity Incentive Plan, effective as of October 7, 2020 (2)
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(1)
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Form of such exhibit was previously included as Appendix A to our definitive Proxy Statement
on Schedule 14A filed on July 28, 2020 and incorporated by this reference.
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(2)
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Form
of such exhibit was previously included as Appendix B to our definitive Proxy Statement
on Schedule 14A filed on July 28, 2020 and incorporated by this reference.
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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.
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CLEANSPARK, INC.
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Dated: October 8, 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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