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): December 9,
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)) |
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 |
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 1.01 |
Entry into a Material Definitive Agreement. |
On
December 9, 2020, CleanSpark, Inc., a Nevada corporation (the
“Company”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) by and among ATL Data Centers LLC, a Georgia
limited liability company (“ATL”), CLSK Merger Sub, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of the
Company (“Merger Sub”), Bernardo Schucman (“Schucman”), Gustavo
Lima Caldeira De Andrada (“De Andrada), and John Allen Martins
Blount (“Blount” and collectively with Schucman and De Andrada, the
“Sellers”) (the “Merger”). The Merger closed on December 10,
2020.
At
the closing, Merger Sub merged with and into ATL, and ATL survived
the Merger, continuing its existence as a wholly-owned subsidiary
of the Company. In exchange, at closing, the Company issued
1,618,285 shares of restricted common stock par value $0.001 per
share of the Company (the “Shares”) valued at $19.4 million based
on the average closing price of the common stock (as reflected on
Nasdaq.com) for the five trading days including and immediately
preceding the closing date of $11.988 per share, to the Sellers, of
which: (i) 642,309 Shares valued at $7.7 million would be fully
earned on closing, and (ii) an additional 975,976 Shares valued at
$11.7 million being issued to escrow and subject to holdback
pending satisfaction of certain future milestones (the “Merger
Consideration”), with all such Shares subject to a lock up of no
less than 180 days and a leak out of no more than 10% of average
daily trading value of the prior 30 days.
The
Merger Consideration is subject to adjustment downward based on
post-closing adjustments to closing cash, indebtedness and
transaction expenses of ATL within 90 days of closing. The Company
is also assuming approximately $6.9 million in debt of ATL on hand
at closing.
The
Merger Agreement contains standard representations, warranties,
covenants, indemnification and other terms customary in similar
transactions.
The
foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the
agreement, a copy of which is attached hereto as Exhibit 2.1, and
is incorporated herein by reference.
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Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.01.
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Item 3.02 |
Unregistered Sales of Equity
Securities. |
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
3.02.
The issuance of the shares of the Company’s common stock in
connection with the Merger is exempt from registration under the
Securities Act of 1933, as amended (the “Act”), in reliance on
exemptions from the registration requirements of the Act in
transactions not involved in a public offering pursuant to
Section 4(a)(2) and/or Regulation D of the Act.
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Item 7.01 |
Regulation FD Disclosure. |
On
December 10, 2020, the Company issued a press release announcing
the entry into the Merger Agreement and the transactions
contemplated thereby. 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
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 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
required to be disclosed solely by Regulation FD.
Forward Looking Statements
This
Current Report 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 Merger
Agreement, the Merger, 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 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. 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. |
(a) Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(4) of Form 8-K, the
financial statements required by Item 9.01(a) of
Form 8-K will be filed by the Company by an amendment to
this Current Report on Form 8-K not later than 71 days
after the date upon which this Current Report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
As permitted by Item 9.01(b)(2) of Form 8-K, the pro
forma financial information required by Item 9.01(b) of
Form 8-K will be filed by the Company by an amendment to
this Current Report on Form 8-K not later than 71 days
after the date upon which this Current Report on
Form 8-K must be filed.
(d)
Exhibits
†
Portions of this exhibit have been redacted in compliance with
Regulation S-K Item 601(b)(10).
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: December 10, 2020 |
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By: |
/s/ Zachary K.
Bradford |
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Zachary K. Bradford |
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Chief Executive Officer
and President
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