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): August 19, 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)) |
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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 details of the transaction and the Purchase Agreement itself were filed on Form 8-K with the SEC on July 7, 2016.
As previously reported, 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. The details of the transaction and the Amendment itself were filed on Form 8-K with the SEC on July 22, 2016.
On August 19, 2016, the parties to the Purchase Agreement entered into a second amendment (the “Second Amendment”) that revised the Closing Date.
The foregoing description of the Second 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 8 – OTHER EVENTS
Item 8.01 Other Events
On August 18, 2016, we issued a press release announcing that we completed Phase I of our first commercial microgrid in partnership with Webcor, a San Francisco-based builder, and Sungevity, a leading solar service provider. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 2.1 | Second Amendment, dated August 19, 2016 |
| 99.1 | Press Release, dated August 18, 2016 |
| 2 |
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: August 22, 2016 |
| 3 |
Amendment No. 2 to Asset Purchase Agreement
The Amendment No. 2 (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 August 19, 2016 (the “Amendment Effective Date”).
WITNESSETH:
WHEREAS, the parties entered into Amendment No. 1 to Asset Purchase Agreement on July 19, 2016; and
WHEREAS, the parties desire to amend the Agreement again to revise Closing Date and to detail the timing of consideration paid to CleanSpark.
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 3.1 of the Agreement is hereby amended in its entirety as follows:
3.1 CLOSING. The closing of the transactions contemplated hereby (the “CLOSING”) shall take place on July 1, 2016, at the offices of the Purchaser (the “CLOSING DATE”).
3) 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]
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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CleanSpark, Webcor & Sungevity Complete Phase I of First Commercial Microgrid
832 kW System Developed at Ram's Hill Golf Course in Borrego Springs, CA
PR Newswire
SALT LAKE CITY, Aug. 18, 2016
SALT LAKE CITY, Aug. 18, 2016 /PRNewswire/ -- Cleanspark, LLC, as part of Stratean (OTC: SRTN), the developer of a patented and revolutionary "stratified" downdraft gasifier, today announced the company has completed Phase I of its first commercial microgrid in partnership with Webcor, a San Francisco-based builder, and Sungevity, a leading solar service provider.
The 832kW solar system with distributed controls, located at the Ram's Hill Golf Course in Borrego Springs, features a highly advanced monitoring intelligence platform. In addition an upgrade to consolidate property loads for a private behind-the-meter 12kV infrastructure was deployed that enables plug and play capabilities in the future such as energy storage integration and additional microgrid functionality. The Rams Hill installation was completed in five months and is expected to save approximately $300,000 per year with an eight-year return on investment from the project. With the intelligence platform already delivering cost savings information, that return is expected to drop further in the coming six months.
"The system installed by the microgrid team has performed beyond our expectations. We are very happy with our partnership with Webcor and CleanSpark and look forward to the continuing development of our power system," said Becky Holeman, CFO of Rams Hill.
Matthew Schultz, Chief Executive Officer of Stratean, Inc., commented, "We are excited about completing the first phase of this project. Sungevity and Webcor are phenomenal partners. We believe the ROI is extremely compelling for our customers not only as a result of solar energy generation, but also due to our superior intelligence platform that will deliver significant value on its own. We look forward to communicating future projects and developments in the near term."
About CleanSpark
CleanSpark offers advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. By integrating new and existing energy generation and storage assets with advanced load management capacities, CleanSpark's software allows energy generated locally to be shared with other interconnected microgrids. This unique capability enables microgrids to be scaled and widely adopted for commercial, industrial, military, municipal, and remote community deployment.
For more information on CleanSpark, please visit http://www.cleanspark.com.
About Stratean, Inc.
From the trash can to the gas can, Stratean, Inc. has successfully designed, engineered, manufactured and patented a revolutionary 'stratified' downdraft gasifier. Our partners, such as Petersen, Inc., ICON Renewables, Combustion Resources and others have worked with us to create a logical solution for profitably handling MSW, Coal, Plastics, Municipal Sewage and many other feedstocks. All with ZERO airborne emissions. We've aligned ourselves with research universities such as Utah State University, The University of Utah, and BYU to certify and maximize the efficiencies and production of our technology. To learn more, visit http://www.stratean.com/.
About Webcor Builders
San Francisco-based Webcor Builders was founded in 1971, and is widely recognized as one of the nation's leading general contractors. Recently named both the 2014 California Contractor of the Year and one of the top green construction companies in the U.S. by the Engineering News-Record, Webcor is known for its innovative and efficient approach to construction, wide range of experience, cost-effective design/build methodology, skills in concrete construction, and expertise in building landmark projects. For more information, please visit http://www.webcor.com.
About Sungevity
Sungevity, Inc. is a technology-driven solutions provider, offering exceptional service and choice to residential and commercial solar energy customers. Sungevity's asset-light business model focuses on value-added in-house services for software platform development, project management and customer experience; this focus is enabled by a strong, scalable network of third-party providers for asset-intensive and/or lower margin provision of hardware, installation services and financing. Sungevity's disruptive and competitive model delivers greater value directly to customers and, for stockholders, captures immediate financial value at the time of sale.
Information about Forward-Looking Statements
Statements in this press release relating to plans, strategies, testing and operational performance, projections of results of specific activities and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in the Company's filings with the United States Securities and Exchange Commission (the "SEC"). For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Website: http://www.stratean.com
Contact:
Investor Relations:
Brett Maas, Managing Partner, Hayden IR,
(646) 536-7331, brett@haydenir.com
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/cleanspark-webcor--sungevity-complete-phase-i-of-first-commercial-microgrid-300315184.html
SOURCE Stratean, Inc.
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