CLEANSPARK, INC. (OTCMKTS:CLSK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On July 20, 2020, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing accredited investor (the “Purchaser”), to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 1,230,770 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Purchaser at an offering price of $3.25 per share.
The Registered Offering will result in gross proceeds of approximately $4.0 million before deducting offering expenses. The Shares are being offered by the Company to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-228063), which was initially filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2018, and was declared effective on November 20, 2018. The Registered Offering is expected to close on or about July 22, 2020, subject to the satisfaction of customary closing conditions.
The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company, including a prohibition on the Company conducting certain variable rate transactions until December 2020, subject to certain exceptions.
The foregoing summary of the Purchase Agreement does not purport to be complete is are subject to, and qualified in its entirety by, such document attached as Exhibits 10.1 to this Current Report on Form 8-K (this “Report”), and which are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel, Procopio, Cory, Hargreaves & Savitch LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.
This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
CLEANSPARK, INC. Exhibit
EX-5.1 2 ex5_1.htm PROCOPIO 12544 High Bluff Drive Suite 400 San Diego,…
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About CLEANSPARK, INC. (OTCMKTS:CLSK)
CleanSpark, Inc., formerly Stratean, Inc., is in the business of acquiring, licensing and marketing patents and technology to create sustainable energy for its energy customers. The Company is a microgrid company, which combines a stratified downdraft gasifier with engineering and software and controls for distributed energy resource management systems. Its software allows energy generated locally to be shared with other interconnected microgrids. The Company’s Flex Power System is an integrated microgrid control platform that integrates all forms of energy generation with energy storage devices and controls facility loads to provide energy security in real time free of cyber threats. The Flex Power System provides sustainable energy with cost savings for its energy customers. The Flex Power System allows customers to manage renewable energy generation, storage and consumption. Its FractalGrid topology enables multiple microgrids to work together or disassociate base on the system.
