Current Report Filing (8-k)
June 15 2021 - 5:22PM
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):
June 14, 2021
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
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. ☐
Item 1.02 Termination of a Material Definitive Agreement.
The information related to the termination of the Prior
Agreements (defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
For purposes of this Item 1.02, the material
Prior Agreements terminated in connection with the Settlement Agreement (defined below) include: (i) the Securities Purchase
Agreement dated July 20, 2020 by and between the Company and Investor; (ii) the Purchase Agreement dated April 17, 2019 by and
between the Company and Investor; (iii) the Senior Secured Redeemable Convertible Promissory Note dated April 17, 2019 by and
between the Company and Investor; (iv) the IP Security Agreement dated April 17, 2019 by and between the Company and Investor; (v)
the Securities Purchase Agreement dated December 31, 2018 by and between the Company and Investor; (vi) the Senior Secured
Redeemable Convertible Debenture dated December 31, 2018 by and between the Company and Investor; and (vii) the IP Security
Agreement dated December 31, 2018 by and between the Company and Investor.
Item 8.01 Other Events
As previously reported on Current Reports on Form
8-K filed by CleanSpark, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”)
on August 11, 2020 and May 5, 2021, an Annual Report on Form 10-K filed by the Company with the SEC on December 17, 2020, a Quarterly
Report on Form 10-Q filed by the Company with the SEC on February 12, 2021 and elsewhere in certain SEC filings, the
Company has been engaged in ongoing litigation with an investor (the “Investor”).
On June 14, 2021, the Company and Investor entered
into a mutual settlement agreement (the “Settlement Agreement”), pursuant to which the parties agreed, among other things,
(i) to settle and dismiss, with prejudice, all pending actions related to the parties’ dispute (collectively, the “Actions”);
(ii) to mutually release all claims, whether known or unknown, that either party may have now or in the future related thereto; and (iii)
to terminate all of the agreements previously entered into by and between the parties, including all rights and obligations set forth
therein (collectively, the “Prior Agreements”), provided, however, that (a) any and all warrants previously issued to Investor
pursuant to the Securities Purchase Agreement dated December 31, 2018 and the Purchase Agreement dated April 17, 2019 (the “Prior
SPAs”) (collectively, the “Warrants”) shall remain in force and effect, and (b) that within a commercially reasonable
amount of time after execution of the Settlement Agreement, Investor shall irrevocably assign the Warrants to an otherwise unaffiliated
third party. Each party agreed to bear its own fees and costs for the Actions. The Settlement Agreement
contains no admission or concession of fault, or of the truth of or validity or sufficiency of any allegation, contention or claim of
either the Company or the Investor.
The Company does not intend to file further Current
Reports on Form 8-K describing such lawsuits, or provide updates, except as required by law.
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: June 15, 2021
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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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