UNITED STATES
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 6, 2021
CLEANSPARK, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 001-39187 | 87-0449945 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (see General Instruction A.2 below):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | CLSK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 6, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), through its wholly owned subsidiary, CSRE Properties, LLC (“CSRE”), a Georgia limited liability company, purchased certain real property, together with all easements, covenants and other rights related thereto (the “Property”), as further described below, pursuant to a purchase and sale agreement (the “Purchase Agreement”), from MDRE-NORCROSS, LLC (the “Seller”) for a purchase price of $6,550,000.00 (the “Purchase”). In connection with the Purchase, the Company paid Seller the full purchase price and Seller conveyed fee simple title to the Property to the Company by limited warranty deed.
The Property is located at 5295 Brook Hollow Parkway, Norcross, Georgia. The Property contains approximately seven acres and includes an approximately 86,842 square foot office building. The Company, through its subsidiary CleanBlok, Inc., intends to utilize this office space to conduct certain of its cryptocurrency mining activities.
The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.
| Item 7.01 | Regulation FD Disclosure. |
On August 10, 2021, the Company issued a press release announcing the Purchase. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is disclosed solely pursuant to this Item 7.01.
Forward Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the Company’s digital currency mining activities, use of the Property, clean energy initiatives, business strategy, and plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance, its clean energy initiatives, future profitability associated with mining cryptocurrencies, and the future performance of the markets in which the Company operates, are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only
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predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements due to risks, uncertainties and other factors described in the Company’s press releases and in its filings with the Securities and Exchange Commission (“SEC”), including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated as of August 10, 2021 (furnished herewith) |
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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. | ||||
| Dated: August 10, 2021 | By: | /s/ Zachary K. Bradford | ||
| Zachary K. Bradford | ||||
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Chief Executive Officer and President |
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CleanSpark Acquires Second Data Center to Increase Bitcoin Mining Capacity
The new facility’s mining operations are expected to operate at 100% net carbon-neutral
SALT LAKE CITY, August 10, 2021 – CleanSpark, Inc. (Nasdaq: CLSK) (the "Company" or "CleanSpark"), a clean Bitcoin mining and diversified software and services company, today announced that it has closed on its acquisition of an additional nearly 87,000 square foot data center in Norcross, Georgia, to substantially increase the Company’s Bitcoin mining operation.
The $6.55M purchase of the former Sprint/Nextel data center situated on over 7 acres in Norcross, Georgia closed on August 6, 2021. The facility, located 33 miles from the current ATL Data Center and CleanBlok operations in Atlanta, will provide 20 MW of additional power to CleanSpark’s mining business with the opportunity for significant expansion. The Company expects to complete the installation of the mining infrastructure and have the miners running by late 2021.
The new facility’s mining operations are expected to operate at 100% net carbon-neutral, achieved through its participation in Georgia’s Simple Solar program. The program allows CleanSpark to offset any carbon-based energy included in the regional energy mix with solar power. The Company also anticipates adding onsite renewables, including rooftop and ground mount solar and other microgrid energy solutions.
CleanSpark President and CEO Zach Bradford said, “This facility, with its 20 MW of power, will allow us to put over 6,000 additional S19s into operation. It is expected to produce over 650 PH/s upon installation. Based on current difficulty rates, this processing power would result in an additional 5 to 6 bitcoins per day. This, along with our other initiatives, is expected to result in 2.0 EH/s by the end of 2021, which, at current difficulty rates would result in 17 to 18 bitcoin per day.”
Bradford continued, “We have been working on a number of opportunities to increase our Bitcoin production capabilities, including energy expansion in Atlanta, our partnership with Coinmint, and now the purchase of this facility to increase the total energy capacity in our portfolio. We have over 23,500 S19 ASICS miners that will be delivered over the coming year—planning for responsible energy expansion has been paramount. Our focus on ESG has been at the forefront of all our efforts and we expect to lead sustainable practices in the industry. CleanSpark now directly owns and operates facilities that will bring a combined 70MW of 95%-plus carbon-free energy capacity, with the ability to further expand.”
Parties interested in learning more about CleanSpark products and services are encouraged to inquire by contacting the Company directly at info@cleanspark.com or visiting the Company’s website at www.cleanspark.com.
About CleanSpark
CleanSpark, Inc., a Nevada corporation, is an energy technology and clean Bitcoin mining Company that is focused on solving modern energy challenges.
For more information about the Company, please visit the Company's website at https://www.cleanspark.com/investor-relations .
Forward-Looking Statements
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's plans and expectations for expansion of its energy initiatives, operating results, business strategy, partnership with Coinmint, deployment of miners, digital currency mining activities, the growth of its facilities and other statements regarding the expectations, beliefs, plans, intentions and strategies of the Company. The Company has tried to identify these forward-looking statements by using words such as "expect," "target," "anticipate," "believe," "could," "should," "estimate," "intend," "may," "will," "plan," "goal" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation: the successful deployment of energy solutions for residential and commercial applications; the fitness of the Company's energy hardware, software and other solutions for this particular application or market; the success of its digital currency mining activities; the expectations of future revenue growth may not be realized; ongoing demand for the Company's software products and related services; the impact of global pandemics (including COVID-19) on the demand for our products and services; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release (including any forward-looking statements contained herein) to reflect events or circumstances after the date hereof.
Contacts:
Investor Relations:
CleanSpark, Inc.
Investor Relations
(801) 244-4405
Press:
Trish DaCosta
KCD PR
Cleanspark@kcdpr.com
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