Form 8-K CLEANSPARK, INC. For: Aug 03

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): August 3, 2021

 

 

 

CLEANSPARK, INC.

(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) 

 

N/A 

 

(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		Trading Symbol(s)		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 7.01

Regulation FD Disclosure.

 

On August 3, 2021, CleanSpark, Inc., a Nevada corporation (the “Company”), issued a press release regarding recent corporate developments. 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 required to be disclosed solely by Regulation FD.

 

Forward Looking Statements

 

This Current Report, including Exhibit 99.1, 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 and Exhibit 99.1 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 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,” “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, including Exhibit 99.1, 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 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

Exhibit No.	Description
99.1	Press Release, dated as of August 3, 2021 (furnished herewith)

 

 

SIGNATURES

 

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.

 

			CLEANSPARK, INC.
Dated: August 3, 2021		By:	/s/ Zachary K. Bradford
			Zachary K. Bradford
			Chief Executive Officer and President

 

 

CleanSpark Provides Updates on Bitcoin Mining and Energy Operations

 

Mining Hashrate Capacity Now Exceeds 740 PH/s, Daily Bitcoin Production Tops 6 BTC per day,

Over 200 Batteries installed for Fire Prone CA Homes During the Month of July.

 

SALT LAKE CITY, August 3, 2021 – CleanSpark, Inc. (Nasdaq: CLSK) (the “Company” or “CleanSpark”), a clean Bitcoin mining and a diversified software and services company, today announced updates to a number of strategic initiatives related to its Bitcoin and Energy business units.

 

CleanBlok, the Company’s Bitcoin mining division, now has over 7,500 of the latest generation mining units deployed with a hashrate capacity of over 740 PH/s, currently producing approximately 6 Bitcoin per day at today’s difficulty rates. Another 1,670 units, capable of producing approximately 148 PH/s or approximately 1.4 Bitcoin per day, have just been received and are expected to be installed this month. Additional units are scheduled for delivery in late August. Upon deployment of these units, the Company expects to exceed a hashrate capacity of 1.0 EH/s, which would produce approximately 9.3 Bitcoin per day assuming current difficulty. With a Bitcoin price of $40,000 and current difficulty rates, 1.0 EH/s would result in an annual run rate of $136 million of revenue, in the mining segment alone. CleanSpark expects to approach 2.0EH/s by the close of calendar 2021, and 3.2EH/s by the end of September 2022.

 

The Company produced 147.8 Bitcoins during the month of July. Cumulatively, the company has mined more than 520 Bitcoins since entering the mining sector last December. The significant increase in production for the month of July was due to a substantial increase in the number of miners deployed over the past 30 days. In addition, the difficulty of mining has decreased sharply over the past two months resulting in increased production.

 

CleanSpark’s Chief Executive Officer Zach Bradford stated, “We have experienced tremendous growth over a relatively short period of time, and we are very enthusiastic about the results. In just the month of July, we have already produced nearly 70% of the Bitcoins that we mined over the entire prior quarter, and we expect to continue to grow at a strong pace. We’re on track to receive over 20,000 additional miners over the coming 12 months.”

 

CleanSpark’s Bitcoins are mined using approximately 95% carbon-free energy. The Company has a goal to achieve 100% carbon-free mining through the installation of an on-site microgrid featuring efficient solar and energy storage at its Atlanta facility, participation in renewable energy credit programs, and, as previously announced, CleanSpark plans to deploy its energy solutions at co-located facilities operated by Coinmint. Upon deployment of its microgrid project in Atlanta, which is planned for 2022, the Company intends to showcase the facility’s overall energy efficiency in a public-facing dashboard.

 

CleanSpark’s energy and microgrid services business unit integrated over 180 batteries on more than 50 California locations during the month of July, a significant increase from the previous entire quarter’s total residential battery installations of just 52. Unaudited revenues generated from residential energy solutions for the month of July was equal to 80% of total energy revenue for the entire quarter ended June 30, 2021.

 

 

CleanSpark’s Chief Revenue Officer and Energy Division President, Amer Tadayon, said, “Our strong balance sheet enabled us to resolve supply chain constraints, resulting in the delivery of more than 1,100 batteries to our facilities. The majority of our new integrations were for our neighbors in fire-prone communities throughout California. Our team has been able to install a number of residential systems providing critical energy resiliency for families with medical needs that require consistent and reliable power. We expect the momentum to continue through the current quarter and through the end of the year, with our contracted energy backlog now in excess of $20 million.”

 

The Company previously discussed the rollout strategy for its residential microgrid solution, mVoult. The user application is now in late-stage testing for its inclusion to the Apple and Google app stores. Advanced orders are now available in select markets.

 

Tadayon added, “Battery energy storage systems continue to be delivered to our warehouse on time and as expected and are being installed as rapidly as possible. Due to the growth of our California operations, the company recently relocated to a larger 12,704 square foot facility in Carlsbad. The new facility includes offices, warehouse and training facilities. We intend to install a full, mPulse-controlled microgrid in the coming months. This microgrid will allow us to demonstrate energy savings and optimization in real time to our partners, potential customers, and the general public.”

 

The Company achieved its single largest revenue month in history in July.

 

CEO Bradford said, “Our growth has not been without its challenges, however. The Company successfully navigated the volatility of Bitcoin, managed supply chain constraints, and resolved a legal dispute. Additionally, we were able to aggressively expand our sales and marketing efforts and increase our labor force for energy products.”

 

“Also, CleanSpark, like all companies holding large amounts of digital currency, is required to measure impairment risks to the value of Bitcoin and other intangible assets pursuant to US accounting rules,” Bradford said. “We are also required to value certain investments at the end of each reporting period. As a result of market volatility in both Bitcoin and other investments last quarter, we anticipate reporting losses on the impairment of Bitcoin and recognizing unrealized losses on certain investments. We also incurred costs related to employee pay and stock-based compensation that were largely onetime events. These activities and other growth-based initiatives contributed to non-cash and one-time cash expenses last quarter that will have a negative impact on the reported results for the prior fiscal quarter.”

 

“Despite the challenges of last quarter,” Bradford added, “we believe our efforts will translate to a strong future and increased stockholder value. Our growing mining fleet, California’s Self-Generation Incentive Program supporting energy storage, and our backlog of executed contracts of over $20 million should contribute to record growth continuing throughout the balance of 2021. We are really thankful for the support of our stockholders, suppliers and customers and look forward to a strong future.”

Parties interested in learning more about CleanSpark products and services are encouraged to inquire by contacting the Company directly at [email protected] or visiting the Company’s website at www.cleanspark.com.

 

About CleanSpark

CleanSpark, Inc., a Nevada corporation, is an energy technology and clean Bitcoin mining Company that is focused on solving modern energy challenges.

For more information about the Company, please visit the Company's website at https://www.cleanspark.com/investor-relations.

Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's plans and expectations for expansion of its energy initiatives, operating results, business strategy, partnership with Coinmint, deployment of miners, digital currency mining activities, the growth of its facilities and other statements regarding the expectations, beliefs, plans, intentions and strategies of the Company. The Company has tried to identify these forward-looking statements by using words such as "expect," "target," "anticipate," "believe," "could," "should," "estimate," "intend," "may," "will," "plan," "goal" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation: the successful deployment of energy solutions for residential and commercial applications; the fitness of the Company's energy hardware, software and other solutions for this particular application or market; the success of its digital currency mining activities; the expectations of future revenue growth may not be realized; ongoing demand for the Company's software products and related services; the impact of global pandemics (including COVID-19) on the demand for our products and services; and other risks described in the Company's prior 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. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release (including any forward-looking statements contained herein) to reflect events or circumstances after the date hereof.

 

Contacts:

Investor Relations:

CleanSpark, Inc.

Investor Relations

[email protected]

 

Press:

Trish DaCosta

KCD PR

[email protected]

 

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