UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
Wyoming Acquisition
On May 8, 2024, CSRE Properties Wyoming, LLC, a Wyoming limited liability company ("Wyoming Buyer"), a wholly-owned subsidiary of CleanSpark, Inc., a Nevada corporation (the "Company"), entered into a Real Property Purchase Agreement (the "Wyoming Agreement") with the Seller, pursuant to which the Wyoming Buyer agreed to purchase approximately seventeen (17) acres of real property (the "Wyoming Property") located in Wyoming.
The Wyoming Property comprises two parcels: (i) Parcel 1, with improved real property, and (ii) Parcel 2, with unimproved real property. The total purchase price for the Wyoming Property is $18,750,000, allocated as $11,250,000 for Parcel 1 and $7,500,000 for Parcel 2. This price may be adjusted if power availability decreases for any reason at closing, with a reduction of $250,000 for every megawatt less than the specified amounts of 45 megawatts for Parcel 1 and 30 megawatts for Parcel 2. Additionally, contingent payments of up to $13,750,000 may be triggered based on adding an additional 55 megawatts of power under contract within 180 days from the closing date.
Closing of this transaction is contingent upon various factors including the transfer of certain power agreements, the maintenance of current power rates, the assignment of service contracts, and the successful transfer of permits, licenses, and warranties. The deal also encompasses an adjustment to the purchase price upon closing, based on prorations of real property taxes, assessments, and other operational costs effective from the Closing Date.
The foregoing description of the Wyoming Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 9, 2024 the Company issued a press release announcing the entry into the Agreement and the transactions contemplated thereby. A copy of this press release is attached as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K ("Current Report").
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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CLEANSPARK, INC. |
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Date: |
May 9, 2024 |
By: |
/s/ Zachary Bradford |
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Name: Zachary Bradford |