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): January 28, 2019
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 (17 CFR 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 8 – OTHER EVENTS
| Item 8.01 | Other Events |
On January 28, 2019, we issued a press release announcing the acquisition of Pioneer Critical Power, Inc. and related agreements. 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 |
99.1 Press release, dated January 28, 2019
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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.
CleanSpark, Inc.
| /s/ Zachary Bradford |
| Zachary Bradford Chief Financial Officer |
| Date: January 28, 2019 |
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CleanSpark Completes Acquisition of Pioneer Critical Power, Inc.
SALT LAKE CITY, UT January 23, 2019 /PRNewswire/ -- CleanSpark, Inc. (OTC: CLSK) (the “Company”), a microgrid company with advanced engineering, software and controls for innovative distributed energy resource management systems, and Pioneer Power Solutions, Inc. (NASDAQ: PPSI), a company engaged in the manufacture, sale and service of electrical transmission, distribution and on-site power generation equipment, today announced that the two companies have closed a merger transaction wherein CleanSpark acquired Pioneer's wholly owned subsidiary, Pioneer Critical Power, Inc. (PCPI). The entity acquired is not related to Pioneer’s engine generator business headquartered in Minneapolis, Minnesota operating under the same name. Pioneer will continue to retain and operate that business under the PCPI name and CleanSpark will change the name of the acquired entity to CleanSpark Critical Power Systems, Inc., no later than February 22 , 2019.
Through this acquisition, the Company became the sole owner of strategic intellectual property currently held by PCPI. CleanSpark plans to utilize its new intellectual property to enter into the switchgear equipment sales industry. The Company further acquired executed contracts, which it expects will result in approximately $3.6 million in gross sales during early 2019. As a further condition of the Agreement, CleanSpark and PPSI entered into a Non-Competition and Non-Solicitation Agreement whereby Pioneer Power agreed, among other things, to not compete with the Company or solicit employees or customers of the Company for a period of four years. PPSI also signed an Indemnity Agreement to indemnify the Company of certain contingencies.
Concurrent with the acquisition, CleanSpark entered into a Contract Manufacturing Agreement, whereby Pioneer Power shall exclusively manufacture parallel switchgears, automatic transfer switches and related control and circuit protective equipment for CleanSpark for a period of no less than eighteen months.
“This acquisition will allow CleanSpark to continue to build our intellectual property portfolio and secure substantial revenues, without the capital exposure generally required to operating a manufacturing facility, stated CleanSpark’s President and CFO, Zachary Bradford. We’ll own the rights to the customer base, the intellectual property and a, UL (Underwriters Laboratories) file portfolio and we expect to benefit from the associated existing and future revenues, but without the exposure of large capital investments in inventory, equipment and facilities. As a result of this transaction, the prior agreement between CleanSpark and PPSI, to acquire Pioneer Custom Electrical Products has been terminated with the mutual agreement of both parties”, concluded Bradford.
As consideration for the assets, CleanSpark will provide Pioneer with the following:
CleanSpark is a San Diego based technology company whose services offer clarity, control, and surety for Distributed Energy Resource (DER) and Microgrid solutions. CleanSpark's patented suite of technology and services enable large power users to meet their objectives for utility cost savings, greenhouse gas reductions, and energy security by actively managing their power generation and energy storage resources while also unlocking revenue potential via tenant power sales and/or energy market participation. CleanSpark's patented approach is technology agnostic, integrating a multitude of DER technologies, which provides for maximum return on new and legacy investments for each unique site. CleanSpark's proprietary Microgrid Value Stream Optimizer (mVSO) modeling engine provides a bankable financial proforma with turnkey execution through its increasing ecosystem of reputable partners, and then automates the operation of the system to deliver upon each customer's primary objective with CleanSpark's mPulse Software and Control Suite.
mPulse seamlessly integrates with existing and new DERs while remaining flexible to expand in the future. A unique feature of mPulse is its ability to learn energy usage patterns and dynamically adopt efficient modes of operation to ensure customers reap the highest financial returns. By actively coordinating electric loads, self-generation, and energy storage, mPulse is able to significantly lower utility costs in the near and long term automatically. Regardless of rate structure changes, Clients experience no disruption to their normal operations, nor do they need to change behaviors to achieve energy reduction and savings. Integrated in mPulse deployments are additional layers of cyber-security and energy security for critical loads in the event of grid disturbances. All this makes it easy for commercial and industrial operations to quickly turn proven technologies into moneymaking microgrids that replace total grid dependence.
About CleanSpark, Inc.
CleanSpark provides advanced energy software and control technology that enables a plug-and-play enterprise solution to modern
energy challenges. Our services consist of intelligent energy monitoring and controls, microgrid design and engineering, microgrid
consulting services, and turn-key microgrid implementation services. CleanSpark's software allows energy users to obtain resiliency
and economic optimization. Our software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and
can be widely implemented across commercial, industrial, military and municipal deployment. For more information on CleanSpark,
please visit http://www.cleanspark.com.
About Pioneer Power Solutions, Inc.
Pioneer Power Solutions, Inc. manufactures, sells and services a broad range of specialty electrical transmission, distribution
and on-site power generation equipment for applications in the utility, industrial, commercial and backup power markets. Pioneer's
principal products and services include custom-engineered electrical transformers, low and medium voltage switchgear and engine-generator
sets and controls, complemented by a national field-service organization to maintain and repair power generation assets. Pioneer
is headquartered in Fort Lee, New Jersey and operates from 13 additional locations in the U.S., Canada and Mexico for
manufacturing, centralized distribution, engineering, sales, service and administration. To learn more about Pioneer, please visit
its website at www.pioneerpowersolutions.com.
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Information about Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like
"may," "will," "should," "could," "expect," "anticipate," "estimate,"
"believe," "intend," or "project" or the negative of these words or other variations on these words
or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements
are subject to numerous factors and uncertainties outside of our control that can make such statements untrue, including, but not
limited to, the asset purchase transaction not being timely completed, if completed at all; prior to the completion of the asset
purchase transaction, Pioneer's or CleanSpark's respective businesses experiencing disruptions due to transaction-related uncertainty
or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities;
and the parties being unable to successfully implement integration strategies or realize the anticipated benefits of the acquisition,
including the possibility that the expected synergies and cost reductions from the proposed acquisition will not be realized or
will not be realized within the expected time period. In addition, other factors that could cause actual results to differ
materially are discussed in our respective filings with the SEC. Investors and security holders are urged to read these documents
free of charge on the SEC's web site at http://www.sec.gov. We undertake no obligation to publicly update or revise our forward-looking
statements as a result of new information, future events or otherwise.
Contact:
CleanSpark Investor Relations:
Parker Mitchell
Regal Consulting
702-742-8991
info@cleanspark.com
Pioneer Power Solutions Investor Relations
Brett Maas, Managing Partner
Hayden IR
(646) 536-7331
brett@haydenir.com
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