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SUBSEQUENT EVENTS
6 Months Ended
Mar. 31, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Asset Purchase - Pioneer Customer Electrical Products Corp.

 

On May 2, 2018, CleanSpark, Inc. and Pioneer Custom Electric Products Corp., a Nevada corporation and wholly-owned subsidiary of CleanSpark, Inc. (together, the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pioneer Custom Electric Products Corp., a Delaware corporation (the “Seller”). The closing of the transactions contemplated by the Purchase Agreement is expected to occur prior to June 30, 2018 (the “Closing Date”).

 

On the Closing Date, pursuant to the Purchase Agreement, the Company will acquire 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:

 

  • All accounts receivable held by the Seller at Closing, less appropriate allowance for doubtful accounts;
  • All trade accounts payable and accrued liabilities held by the Company at Closing;
  • All inventory held by the Seller at Closing;
  • Small tools;
  • Furniture and fixtures; and
  • Fee-Free license agreement for use of the Seller’s brand name; and
  • All purchase orders, customer contracts, and client list(s).

 

We agreed to assume the Assumed Liabilities under the Purchase Agreement, including, among others, all trade accounts of the Seller that remain unpaid as of the Closing Date, all liabilities under the assumed contracts, and all liabilities associated with the Assets post-Closing.

 

The Company intends to strategically use the assets to increase its impact in the Microgrid market.

 

In exchange for the Assets, the Seller shall receive the following consideration on the Closing Date:

 

  • an 18-month promissory note in the principal amount equal to the net carrying value of the current assets and liabilities of the business at the Closing;
  • an equipment lease agreement, which shall provide for the lease of the equipment from Seller to the Company;
  • 7,000,000 shares of Purchaser Common Stock based on an agreed upon value of $0.80 per share, for a total agreed upon value of $5,600,000;
  • a five-year warrant to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.60 per share; and
  • a five-year warrant to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price
  • of $2.00 per share.

The Purchase Agreement contains customary representations, warranties and covenants.

 

Loans from officers

On May 7, 2018, the Company executed a 15% promissory note with a face value of $10,000 with Larry McNeill, a Director of the Company. Under the terms of the promissory note the Company received $10,000 and agreed to repay the note on demand.

On May 8, 2018, the Company executed a 15% promissory note with a face value of $20,000 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory note the Company received $10,000 and agreed to repay the note on demand.

Stock issuances

On May 9, 2018, the Company received $10,000 from an investor pursuant to a private placement agreement with the investor to purchase 12,500 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock.

 

On May 10, 2018, Bryan Huber the Company’s Chief operation officer exercised warrants to purchase 1,353 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.50 for each share of Common stock. The Company receive $2,030 as a result of this exercise.