Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 6,
2020, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter, and the Underwriter agreed to purchase
for resale to the public, in a firm commitment underwritten public offering, 4,444,445 shares (the “Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $9.00 per
share, less underwriting discounts and commissions. The offering of the Shares was registered pursuant
to a Registration Statement (No. 333-248975) on Form S-3, which was filed by the Company with the Securities and Exchange Commission
on September 23, 2020 and declared effective on October 2, 2020, including a prospectus contained therein, as supplemented
by a preliminary prospectus supplement, dated October 6, 2020 and a prospectus supplement, filed October 8, 2020, relating
to this offering (the “Registration Statement”). A copy of the Underwriting Agreement is attached hereto as Exhibit
1.1 and is incorporated by reference herein.
H.C.
Wainwright & Co., LLC acted as sole book-running manager for the offering.
The Company received
net proceeds from the sale of the Shares, after deducting underwriting discounts and commissions and other estimated offering expenses
payable by the Company, of approximately $37.0 million. The offering closed on October 9, 2020.
Procopio, Cory, Hargreaves
& Savitch LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is attached hereto
as Exhibit 5.1 and is incorporated by reference herein.
This
Current Report on Form 8-K is being filed to incorporate the Underwriting Agreement and opinion by reference into such Registration
Statement. The foregoing summary description of the offering and the documentation related thereto, including without limitation,
the Underwriting Agreement, does not purport to be complete and is qualified in its entirety by reference to such exhibits.
The
Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is
not intended to provide any other factual information about the Company. The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties
may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing
these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Underwriting Agreement, and this subsequent information may or may not be fully
reflected in the Company’s public disclosures.