CLEANSPARK, INC. (OTCMKTS:CLSK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
CLEANSPARK, INC. (OTCMKTS:CLSK) Files An 8-K Material Modification to Rights of Security Holders
Capitalization. The Company is currently authorized to issue 200,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 20,000,000 shares of Common Stock. As of December 5, 2019, there were 47,710,176 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 4,771,017 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. As of the Effective Date, the Company will still be authorized to issue a total of 10,000,000 shares of preferred stock, of which, the Company has designated two classes of preferred stock, Series A Preferred Stock, and Series B Preferred Stock. The Company is authorized to issue 2,000,000 shares of Series A Preferred Stock, par value $0.001, of which, 1,750,000 shares of Series A Preferred Stock are issued and outstanding. The Company is also authorized to issue 100,000 shares of Series B Preferred Stock, par value $0.001, of which 0 shares of Series B Preferred Stock are issued and outstanding.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
All options, warrants, and convertible securities of the Company outstanding, if any, immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 10 and multiplying the exercise or conversion price thereof by 10, as a result of the Reverse Stock Split.
In addition, projections, assumptions and estimates of the Company’s future performance 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 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. 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.
