8-K

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): July 20, 2016

Stratean Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-53498	87-044945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

70 North Main Street, Ste. 105 Bountiful, Utah	84010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 801-244-4405

___________________________________________________

(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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Asset Purchase

As previously reported, on June 30, 2016, Stratean, Inc. and Cleanspark II, LLC, a wholly-owned subsidiary of Stratean, Inc. (together, the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CleanSpark Holdings LLC, CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (together, the “Seller”). The closing of the transactions contemplated by the Purchase Agreement occurred on June 30, 2016 (the “Closing Date”).

On the Closing Date, pursuant to the Purchase Agreement, the Company acquired all the assets (the “Assets”) and assume certain liabilities (the “Assumed Liabilities”) related to Seller and its line of business. The Assets the Company purchased from Seller include:

• Equipment and other tangible assets;

• Domain names, websites and intellectual property;

• All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller;

• Contracts to which Seller is bound;

• Current and future customer accounts, including accounts receivable;

• All investments, including the holdings that CleanSpark Holdings LLC has in CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc., and any investments those subsidiaries have as well; and

• Any other assets of any nature whatsoever that are related to or used in connection with the business of Seller and its goodwill.

On July 20, 2016, the parties to the Purchase Agreement entered into an amendment (the “Amendment”) that revised the assets to be acquired under the Purchase Agreement. Specifically, the parties decided on the following:

• Specialized Energy Solutions, Inc. would transfer and assign the ability to use its name and all of its Intellectual Property to Cleanspark II, LLC, and thereafter Specialized Energy Solutions, Inc. will not be included in the Assets acquired.

• Clean Spark Technologies, LLC agrees to transfer and assign all of its Intellectual Property to Cleanspark II, LLC, and thereafter Clean Spark Technologies, LLC will not be included in the Assets acquired.

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The Amendment also included an option to acquire Specialized Energy Solutions, Inc. and Clean Spark Technologies, LLC, which the parties agreed upon as follows:

• Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Specialized Energy Solutions, Inc. for 1,000 shares of Stratean Common Stock; and

• Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Clean Spark Technologies, LLC for 1,000 shares of Stratean Common Stock.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

SECTION 2 – FINANCIAL INFORMATION

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 that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Amendment, dated July 20, 2016

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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.

Stratean, Inc.

/s/ Zachary Bradford

Zachary Bradford
Chief Financial Officer

Date: July 22, 2016

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EX-2.1

Amendment No. 1 to Asset Purchase Agreement

The Amendment No. 1 (this “Amendment”) to that certain Asset Purchase Agreement (the “Agreement”) dated as of June 30, 2016, by and among Stratean, Inc., a Nevada corporation (“Parent”), and CleanSpark II, LLC, a Nevada limited liability company and wholly owned subsidiary of Parent (together, “Purchaser”), on the one hand, and CleanSpark Holdings LLC, a Delaware limited liability company (“CleanSpark”) on behalf of itself and its Affiliates (as that term is defined in the Agreement), including, without limitation, CleanSpark LLC, a California limited liability company, CleanSpark Technologies LLC, a Delaware limited liability company, and Specialized Energy Solutions, Inc., a California corporation (together with CleanSpark, “Seller”), on the other hand, is made effective as of July 19, 2016 (the “Amendment Effective Date”).

WITNESSETH:

WHEREAS, the parties desire to amend the Agreement to revise the assets to be acquired under the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the promises, agreements, representations, warranties, and covenants herein contained, and intended to continue to be bound to the Agreement, as amended by this Amendment, the parties hereby agree as follows:

1) Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2) Section 1.1(a) of the Agreement is hereby amended as follows:

a) The parties agree to add the following term as follows: “OPTION” has the meaning set forth in Section 2.3.

3) Section 2.1(a) of the Agreement is hereby amended in its entirety as follows:

a) At the Closing, as hereinafter defined, Purchaser shall pay Seller for the Assets and the Option (the “Purchase Price”) equity in Purchaser, including shares of common stock, par value $0.001 per share, consisting of six million (6,000,000) shares of Purchaser’s common stock and five-year “WARRANTS” to purchase four million five hundred thousand (4,500,000) shares of the Purchaser’s common stock at an exercise price of $1.50 per share (collectively, the “SHARES”), as of the Closing of this Agreement. The Shares shall be issued bearing a restrictive legend, titled and in denominations as shall be directed by Seller at Closing. The Warrants will be in the form and substance of that contained in Exhibit D, to be entered into in denominations as shall be directed by Seller at Closing.

4) Section 2.1(b) of the Agreement is hereby amended as follows:

a) Specialized Energy Solutions, Inc. agrees to transfer and assign the ability to use its name and all of its Intellectual Property to Cleanspark II, LLC, and thereafter Specialized Energy Solutions, Inc.will not be included in the Assets acquired.

b) Clean Spark Technologies, LLC agrees to transfer and assign all of its Intellectual Property to Cleanspark II, LLC, and thereafter Clean Spark Technologies, LLC will not be included in the Assets acquired.

5) Section 2.3 of the Agreement is hereby amended in its entirety as follows:

c) 2.3 EXCLUDED ASSETS AND OPTION. There are no Excluded Assets, except for the Option, which is as follows: (i) Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Specialized Energy Solutions, Inc. for 1,000 shares of Stratean Common Stock; and (ii) Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Clean Spark Technologies, LLC for 1,000 shares of Stratean Common Stock.”

6) All other terms and conditions under the Agreement not otherwise amended, modified or affected by this Amendment shall continue to be in effect and bind the parties. The Agreement or this Amendment may only be modified with prior written consent from both parties.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed on the date first written above.

PURCHASER

Stratean, Inc.

By: /s/ S. Matthew Schultz
Name: S. Matthew Schultz
Title: CEO

Cleanspark II, LLC

By: /s/ S. Matthew Schultz
Name: S. Matthew Schultz

Title: Manager

SELLER

CleanSpark Holdings LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

CleanSpark LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

CleanSpark Technologies LLC

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

Specialized Energy Solutions, Inc.

By: /s/ Michael E. Firenze
Name: Michael E. Firenze
Title: CEO

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