0001663577-18-000300.txt : 20180703 0001663577-18-000300.hdr.sgml : 20180703 20180703115510 ACCESSION NUMBER: 0001663577-18-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEANSPARK, INC. CENTRAL INDEX KEY: 0000827876 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 870449945 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53498 FILM NUMBER: 18935376 BUSINESS ADDRESS: STREET 1: 70 NORTH MAIN STREET, STE. 105 CITY: BOUNTIFUL STATE: UT ZIP: 84010 BUSINESS PHONE: 801-224-4405 MAIL ADDRESS: STREET 1: 70 NORTH MAIN STREET, STE. 105 CITY: BOUNTIFUL STATE: UT ZIP: 84010 FORMER COMPANY: FORMER CONFORMED NAME: STRATEAN INC. DATE OF NAME CHANGE: 20141201 FORMER COMPANY: FORMER CONFORMED NAME: SMARTDATA CORP DATE OF NAME CHANGE: 19880120 8-K 1 mainbody.htm

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): June 28, 2018

CleanSpark, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53498	87-0449945
(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))

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. [ ]

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously disclosed, 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 was contemplated by the Purchase Agreement to occur prior to June 30, 2018.

On June 28, 2018, the parties to the Purchase Agreement entered into a letter amendment (the “Amendment”) to extend the Termination Date as set forth in Section 8.1(d) of the Purchase Agreement from June 30, 2018 until October 15, 2018 (the “Extension”). During the Extension, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

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 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Amendment, dated June 28, 2018

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.

CleanSpark, Inc.

/s/ Zachary Bradford

Zachary Bradford
CFO

Date: July 3, 2018

EX-2.1 2 ex2_1.htm

June__ , 2018

Via Electronic Mail

Cleanspark, Inc.

6365 Nancy Ridge Drive, Fl. 2 San Diego, California 92121

Attention: Zachary Bradford, President

Re: Extension of Termination Date

Dear Mr. Bradford:

Reference is made to that certain Asset Purchase Agreement by and between Cleanspark, Inc. (“Cleanspark”) and Pioneer Custom Electric Products Corp. (“Pioneer”), dated as of May 2, 2018 (the “Purchase Agreement”). All capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

By execution hereof, Cleanspark hereby agrees to extend the Termination Date as set forth in Section 8.1(d) of the Purchase Agreement from June 30, 2018 until October 15, 2018 (the “Extension”). During the Extension, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

Sections 9.4 – 9.14 of the Purchase Agreement shall apply to this Agreement mutatis mutandis.

If you are in agreement with the foregoing, please so indicate by your countersignature

below.

Very truly yours,

PIONEER CUSTOM ELECTRIC PRODUCTS CORP.

By:_______________________

Name: Nathan Mazurek

Title: President

Agreed and Accepted as of

this 28 day of June , 2018

CLEANSPARK, INC.

By: /s/ Zachary Bradford

Name: Zachary Bradford

Title: President