UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2023, the compensation committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CleanSpark, Inc., a Nevada corporation (the “Company”), approved amendments to the executive employment agreements of Zachary Bradford, the Company’s Chief Executive Officer and President, S. Matthew Schultz, the Company’s Executive Chairman, and Gary
A. Vecchiarelli, the Company’s Chief Financial Officer (as amended prior to the date hereof, each an "Employment Agreement"), as more particularly described below.
Amendment to Zachary Bradford’s Employment Agreement
On October 24, 2023, Mr. Bradford’s Employment Agreement was amended to provide the following compensation to Mr. Bradford: (i) a $800,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 140% of base salary, effective October 1, 2023.
The amendment to Mr. Bradford’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.
Amendment to S. Matthew Schultz’s Employment Agreement
On October 24, 2023, Mr. Schultz’s Employment Agreement was amended to provide the following compensation to Mr. Schultz: (i) a $720,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 140% of base salary, effective October 1, 2023.
The amendment to Mr. Schultz’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.
Amendment to Gary A. Vecchiarelli’s Employment Agreement
On October 24, 2023, Mr. Vecchiarelli’s Employment Agreement was amended to provide the following compensation to Mr. Vecchiarelli: (i) a $425,000 annual base salary, effective October 1, 2023 and (ii) a bonus opportunity equal to 100% of base salary, effective October 1, 2023.
The amendment to Mr. Vecchiarelli’s Employment Agreement does not alter, amend or supersede any other terms of his Employment Agreement, all of which shall continue in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
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10.2 |
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10.3 |
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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Date: |
October 27, 2023 |
By: |
/s/ Zachary K. Bradford |
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Zachary K. Bradford |
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and Zachary Bradford (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).
WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective
October 26, 2020, as amended (the “Agreement”);
WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and
WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.
NOW, THEREFORE, the Parties agree as follows:
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
CLEANSPARK, INC.
A Nevada Corporation
By: _/s/ Larry McNeill____________________
Larry McNeill, Chairman of the
Compensation Committee
EMPLOYEE:
/s/ Zachary Bradford
Zachary Bradford
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and S. Matthew Schultz (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).
WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective
October 26, 2020, as amended (the “Agreement”);
WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and
WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.
NOW, THEREFORE, the Parties agree as follows:
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
CLEANSPARK, INC.
A Nevada Corporation
By: __/s/ Larry McNeill ___________________
Larry McNeill, Chairman of the
Compensation Committee
EMPLOYEE:
/s/ S. Matthew Schultz
S. Matthew Schultz
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the “Amendment”) is agreed to as of October 24, 2023 (“Effective Date”), by and among CleanSpark, Inc., a Nevada corporation (“CleanSpark” or the “Company”), and Gary Vecchiarelli (“Employee”) (Employee and CleanSpark collectively referred to as the “Parties”).
WHEREAS, CleanSpark and Employee are parties to the Employment Agreement effective
October 26, 2020, as amended (the “Agreement”);
WHEREAS, CleanSpark’s Compensation Committee of the Board of Directors approved to amend certain of Employee’s compensation terms to reflect his contributions to the Company; and
WHEREAS, the Parties are entering into this Amendment to alter certain of the Agreement as provided herein.
NOW, THEREFORE, the Parties agree as follows:
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
CLEANSPARK, INC.
A Nevada Corporation
By: __/s/ Larry McNeill __________________
Larry McNeill, Chairman of the
Compensation Committee
EMPLOYEE:
/s/ Gary Vecchiarelli
Gary Vecchiarelli
Document And Entity Information |
Oct. 24, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 24, 2023 |
Entity Registrant Name | CLEANSPARK, INC. |
Entity Central Index Key | 0000827876 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-39187 |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 87-0449945 |
Entity Address, Address Line One | 2370 Corporate Circle, Suite 160 |
Entity Address, City or Town | Henderson |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89074 |
City Area Code | (702) |
Local Phone Number | 989-7692 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | CLSK |
Security Exchange Name | NASDAQ |
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