CLSK Cleanspark

Filed: 26 May 21, 4:30pm



Washington, D.C. 20549












Date of Report (Date of Earliest Event Reported): May 20, 2021





(Exact name of Registrant as specified in its charter)




Nevada 001-39187 87-0449945

(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) 




(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 




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 1.01Entry into a Material Definitive Agreement.

On May 20, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), through its wholly owned subsidiary, ATL Data Centers LLC (“ATL”), 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, from Arkhos Property Group Holdings, LLC (the “Landlord”) for a purchase price of $4,711,799.09 (the “Purchase”). The Purchase was consummated pursuant to that certain lease agreement entered into by and between ATL and the Landlord on June 5, 2020 (the “Lease Agreement”), which gave ATL the exclusive option and right to purchase the Property during the term of the Lease Agreement, subject to certain conditions. Prior to the Purchase, ATL leased the Property. Upon closing of the Purchase, the Company paid the Landlord the full purchase price, the Landlord conveyed fee simple title to the Property to ATL by limited warranty deed, and the Lease Agreement terminated pursuant to its terms.


The Property is located at 2380 Godby Road, College Park, Georgia, and consists of three adjacent parcels of land. The Property contains approximately six acres, and includes an approximately 41,387 square foot office/warehouse building. ATL utilizes, and intends to continue to utilize, this office/warehouse space to conduct certain of its cryptocurrency mining activities.


Item 7.01Regulation FD Disclosure.


On May 26, 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 and ATL’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 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 9.01Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.Description
99.1Press Release, dated as of May 26, 2021 (furnished herewith)






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.


 Dated: May 26, 2021 By:/s/ Zachary K. Bradford 
   Zachary K. Bradford 




Chief Executive Officer and President