Item 8.01

On August 5, 2020, CleanSpark, Inc., a Nevada corporation (the “Company”), filed a verified complaint (the “Complaint”) in the Supreme Court of the State of New York against an existing institutional investor (“Investor”). The case was subsequently removed to the United States District Court for the Southern District of New York.

Among other things, the Complaint seeks declaratory relief against Investor in response to Investor’s claim that a Form 8-K filed by the Company in relation to a July 20, 2020 Securities Purchase Agreement needed pre-approval by Investor prior to filing and injunctive relief in response to conversion notices sent by Investor claiming triggering events and defaults arising out of the failure to obtain the Form 8-K pre-approval.

Although the ultimate outcome of this matter cannot be determined with certainty, the Company believes that claims raised by Investor which necessitated the filing of the Complaint are without merit and the Company intends to defend itself vigorously against such claims.

It is possible that actions related to this dispute with Investor may yet be filed in the same or other courts. The Company does not intend to file further Current Reports on Form 8-K describing the additional lawsuits, or provide updates, except as required by law.


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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.

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