Current Report Filing (8-k)
October 09 2020 - 04:08PM
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): October 6,
2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in its charter)
Nevada |
|
001-39187 |
|
87-0449945 |
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number) |
|
(IRS Employer
Identification No.)
|
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):
¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
Title of each class |
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, par value $0.001 per
share |
|
CLSK |
|
The Nasdaq Stock Market
LLC |
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.
☐
Item 1.01. |
Entry into a Material Definitive
Agreement. |
On October 6, 2020, CleanSpark, Inc.,
a Nevada corporation (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (the
“Underwriter”). Pursuant to the Underwriting Agreement, the
Company agreed to sell to the Underwriter, and the
Underwriter agreed to purchase for resale to the public, in a firm
commitment underwritten public offering, 4,444,445 shares (the
“Shares”) of the Company’s common stock, $0.001 par value per share
(the “Common Stock”), at a price to the public of $9.00 per share,
less underwriting discounts and commissions. The offering of the
Shares was registered pursuant to a
Registration Statement (No. 333-248975) on Form S-3, which was
filed by the Company with the Securities and Exchange Commission on
September 23, 2020 and declared effective on October 2,
2020, including a prospectus contained therein, as supplemented by
a preliminary prospectus supplement, dated October 6, 2020 and a
prospectus supplement, filed October 8, 2020, relating to this offering (the “Registration
Statement”). A copy of the Underwriting Agreement is attached
hereto as Exhibit 1.1 and is incorporated by reference
herein.
H.C. Wainwright & Co.,
LLC acted as sole book-running manager for the
offering.
The Company received net proceeds from
the sale of the Shares, after deducting underwriting discounts and
commissions and other estimated offering expenses payable by the
Company, of approximately $37.0 million. The offering closed on October 9,
2020.
Procopio, Cory, Hargreaves & Savitch LLP, counsel to the
Company, delivered an opinion as to the validity of the Shares, a
copy of which is attached hereto as Exhibit 5.1 and is incorporated
by reference herein.
This Current Report on Form
8-K is being filed to incorporate the Underwriting Agreement and
opinion by reference into such Registration Statement. The
foregoing summary description of the offering and the documentation
related thereto, including without limitation, the Underwriting
Agreement, does not purport to be complete and is qualified in its
entirety by reference to such exhibits.
The Underwriting Agreement
has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any
other factual information about the Company. The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting Agreement. The
representations and warranties may have been made for the purposes
of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts and may be subject
to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Underwriting Agreement and
should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state
of facts or condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the
Underwriting Agreement, and this subsequent information may or may
not be fully reflected in the Company’s public
disclosures.
On October 6, 2020, the Company issued a press release announcing
the pricing of the offering, and on October 9, 2020, the Company
issued a press release announcing the closing of the offering.
Copies of the press releases are attached hereto as Exhibit 99.1
and Exhibit 99.2, respectively, and are incorporated herein by
reference.
Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number |
|
Description |
|
|
|
1.1 |
|
Underwriting
Agreement, entered into by and between CleanSpark, Inc. and H.C.
Wainwright & Co., LLC, on October 6, 2020. |
|
|
|
5.1 |
|
Opinion of
Procopio, Cory, Hargreaves & Savitch LLP. |
|
|
|
23.1 |
|
Consent of
Procopio, Cory, Hargreaves & Savitch LLP (included in the
opinion filed as Exhibit 5.1). |
|
|
|
99.1 |
|
Pricing
Press Release dated October 6, 2020
|
|
|
|
99.2 |
|
Closing
Press Release dated October 9, 2020 |
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 9, 2020 |
|
By: |
/s/ Zachary K.
Bradford |
|
|
|
|
Zachary K. Bradford |
|
|
|
|
Chief Executive Officer
and President
|
|