XML 35 R23.htm IDEA: XBRL DOCUMENT v3.22.2.2
17. SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

We have evaluated events occurring between the end of the most recent fiscal year and the date the financial statements were issued through December 14, 2022. There were no material subsequent events except as disclosed below:

Mawson Purchase Agreement

On October 8, 2022, the Company completed the acquisition of a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia (the “Property”), all personal property located on the Property and 6,349 application-specific integrated circuit miners (the “ASICs”) from subsidiaries of Mawson Infrastructure Group, Inc. a Delaware corporation (“Mawson”), who is the selling shareholder named herein (the “Mawson

Transaction”), all pursuant to a Purchase and Sale Agreement dated September 8, 2022 (the “Purchase Agreement”) and an Equipment Purchase and Sale Agreement dated September8, 2022.

 

The Company paid the following consideration to Mawson for the Property: (i) $13.5 million in cash; (ii) 1,590,175 shares (the “Closing Shares”) of our common stock, par value $0.001 per share (which had a value of approximately

$4.8 million based upon the closing price of the common stock on October 7, 2022), and (iii) $6.5 million in seller financing in the form of a promissory note. We also agreed to pay up to $9.02 million in cash within 15 days of the closing for the ASICs.

 

The following additional consideration may be payable to Mawson following the closing:

• up to 1,100,890 shares of our common stock (the “Earn-out Shares” and, together with the Closing Shares, the “Company Shares”) (which have a value of approximately $3.3 million based upon the closing price of our common stock on October 7, 2022), based upon the number of modular data centers on the Property occupied by Mawson being emptied and made available for our use; and

 

• up to an additional $2.0 million in a seller-financed earn-out payable at least 60 days post-closing if we are able to utilize at least an additional 150 MW of power on the Property by the six month anniversary of the closing.

Disposal of Certain Energy Assets

On November 18, 2022, the Company completed the sale of certain assets of its discontinued energy business. The transaction involved the sale of certain software rights and assets for approximately $2.75 million.

At-the-Market Equity Issuances

Subsequent to September 30, 2022, the Company issued 14,481,208 common shares in relation to equity raises through its At-the-Market offering facility, net of offering costs, for net proceeds of approximately $41,344,000.