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): December 27, 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. [ ]
| 1 |
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”). By amendment, the closing of the transactions was contemplated by the Purchase Agreement to occur prior to December 31, 2018.
On December 27, 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 December 31, 2018 until on or before January 16, 2019 (the “Extension”).
Under the Amendment, the parties agreed that, in addition to the other Closing conditions set forth in the Agreement, the obligation of the Company to consummate the transactions contemplated by the Purchase Agreement, is subject to Bank of Montreal releasing any Liens it holds on the Acquired Assets. The parties further agreed that they are entering into the Extension to, amongst other things, allow the parties sufficient time to negotiate amendments to the business terms and structure of the transactions set forth in the Purchase Agreement.
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 December 27, 2018 |
| 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.
CleanSpark, Inc.
/s/ Zachary Bradford
Zachary Bradford
CFO
Date: December 28, 2018
| 3 |
December 27, 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”), as amended by those certain Letter Agreements, dated as of June 29, 2018 and July 16, 2018, respectively, between Cleanspark and Pioneer (the “Original Letter 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, as amended by the Original Letter Agreement, from December 31, 2018 until on or before January 16, 2019 (the “Extension”). During the Extension, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.
The Parties agree that, in addition to the other Closing conditions set forth in the Agreement, the obligation of Purchaser to consummate the transactions contemplated by the Purchase Agreement, is subject to Bank of Montreal releasing any Liens it holds on the Acquired Assets. The Parties further agree that they are entering into the Extension to, amongst other things, allow the Parties sufficient time to negotiate amendments to the business terms and structure of the transactions set forth in the Purchase Agreement.
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: | /s/ Nathan Mazurek | |
| Name: | Nathan Mazurek | |
| Title: | President |
Agreed and Accepted as of
this 27 day of December , 2018
CLEANSPARK, INC.
| By: | /s/ Zachary Bradford | |
| Name: | Zachary Bradford | |
| Title: | President |