Filing Analysis
CleanSpark, Inc. entered into a significant 20-year triple net lease agreement for its Sandersville, Georgia campus to support 175 MW of IT load for a high-credit-quality global technology tenant. Additionally, the company secured an exclusivity arrangement for up to 885 MW of power capacity across 718 acres in Texas.
🚩 Red Flags
- Lease is contingent upon the Company meeting specific financing, construction, and delivery milestones; failure may result in rent abatements or termination.
- The high-capacity nature of these agreements introduces significant execution risk regarding infrastructure deployment.
📋 Key Facts
- Entered into a triple net lease (NNN) with a high investment grade credit profile 'Tenant'.
- Lease covers data center infrastructure at the Sandersville, Georgia campus supporting 175 MW of IT load.
- Initial term is 20 years with two five-year extension options.
- The Lease includes annual rent escalators.
- An exclusivity arrangement and LOI were signed for 718 acres in Texas covering up to 885 MW of power capacity.
CleanSpark, Inc. announced its financial results for the fiscal quarter ended March 31, 2026. The announcement was made through a press release furnished as an exhibit to the 8-K filing.
📋 Key Facts
- Financial results reported for the fiscal quarter ended March 31, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- Press release dated May 11, 2026, is furnished as Exhibit 99.1.
- The report was signed by Gary A. Vecchiarelli, President and Chief Financial Officer.
CleanSpark, Inc. amended its Series A Preferred Stock terms, held exclusively by company insiders including the CEO and Chairman, to replace a recurring 2% EBITDA dividend with a one-time special dividend of approximately $17.14 per share. The amendment also modifies the voting mechanics of these super-voting shares (45 votes per share) and introduces a conversion feature upon a change of control.
🚩 Red Flags
- Related-party transaction involving the CEO, Chairman, and Board members.
- Concentration of super-voting power (45 votes per share) among a small group of insiders.
- Significant one-time cash payout to insiders in exchange for giving up future EBITDA-based dividends.
- Potential for significant dilution upon a change of control (3:1 conversion ratio).
📋 Key Facts
- The Company filed an Amended and Restated Certificate of Designation for Series A Preferred Stock on March 20, 2026.
- A one-time 'Special Final Preferred Dividend' of $17.1428571428571 per share was approved, replacing a quarterly dividend of 2% of EBITDA.
- Series A Holders include S. Matthew Schultz (Chairman/CEO), Larry McNeill (Director), and Zachary K. Bradford (former CEO).
- Each share of Series A Preferred continues to carry 45 votes.
- New voting provisions require Series A shares to vote as a block based on insider holdings or Board recommendations.
- Series A shares will automatically convert into three shares of Common Stock upon a Change of Control Event.
CleanSpark, Inc. reported the results of its Annual Meeting of stockholders held on March 3, 2026. Stockholders elected five directors and ratified the appointment of BDO USA, P.C. as the independent auditor for the fiscal year ending September 30, 2026.
🚩 Red Flags
- Series A Preferred Stock carries disproportionate voting power, with 1,750,000 shares representing 78,750,000 votes (45 votes per share).
📋 Key Facts
- The Annual Meeting was held on March 3, 2026, with a quorum of 68.19% of the collective voting power.
- Total voting power consisted of 255,750,361 common stock votes and 78,750,000 Series A Preferred Stock votes.
- Five directors were elected: S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri.
- BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 225,962,313 votes in favor.
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal year ended December 31, 2025. The filing serves as a formal announcement of year-end earnings and includes a press release as Exhibit 99.1.
📋 Key Facts
- Report date: February 5, 2026
- Reporting period: Fiscal year ended December 31, 2025
- The filing is pursuant to Item 2.02 (Results of Operations and Financial Condition)
- Includes Exhibit 99.1 containing the full press release
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal year ended September 30, 2025. The filing serves as a formal announcement of the company's annual performance via a press release.
📋 Key Facts
- Reporting date: November 25, 2025
- Fiscal period covered: Fiscal year ended September 30, 2025
- The filing includes an announcement of financial results under Item 2.02.
- Press release issued as Exhibit 99.1.
CleanSpark, Inc. completed a $1.15 billion offering of 0.00% Convertible Senior Notes due 2032. The company utilized $460 million of the proceeds to repurchase common stock and intends to use the remainder for infrastructure expansion and debt repayment.
🚩 Red Flags
- Significant potential dilution due to the conversion feature (52.1832 shares per $1,000 principal).
- The company is using a large portion of debt proceeds ($460M) for share repurchases rather than pure operational growth.
- Convertible notes can lead to significant downward pressure on stock price upon conversion or if the stock price approaches the conversion threshold.
📋 Key Facts
- Completed a private offering of $1,150,000,000 in 0.00% Convertible Senior Notes due 2032.
- Notes are senior unsecured obligations with no regular interest payments (only potential special interest for reporting failures).
- Initial conversion price is approximately $19.16 per share of common stock.
- Net proceeds to the company are approximately $1.13 billion after discounts and expenses.
- $460 million of proceeds were immediately used for a common stock repurchase from investors in the notes.
- Remaining funds earmarked for power/land portfolio expansion, data center infrastructure, and repayment of bitcoin-backed credit lines.
CleanSpark, Inc. announced the upsize and pricing of a massive $1.15 billion private offering of 0.00% convertible senior notes due 2032. The offering includes an over-allotment option for an additional $150 million in notes.
🚩 Red Flags
- Significant potential dilution for existing shareholders due to the convertible nature of the notes.
- Large debt load increase ($1.15B) which may impact leverage ratios depending on use of proceeds (not specified in this filing).
📋 Key Facts
- Aggregate principal amount: $1.15 billion (upsized).
- Interest rate: 0.00% (zero-coupon).
- Maturity date: 2032.
- Security type: Convertible senior notes.
- Target audience: Qualified institutional buyers under Rule 144A.
- Over-allotment option: Up to $150 million additional principal amount.
- Expected closing date: November 13, 2025.
CleanSpark, Inc. announced its intention to launch a $1 billion offering of convertible senior notes due 2032 and simultaneously disclosed a significant $59 million liability related to miner acquisition costs and state use tax exposures.
🚩 Red Flags
- Significant undisclosed liability: The company determined it must accrue $59 million for tax and miner-related costs after the Q2 2025 reporting period.
- Large-scale debt issuance: A $1 billion convertible note offering represents a massive increase in potential dilution and leverage.
- Potential restatement/adjustment risk: The disclosure of a $59M liability 'subsequent to June 30, 2025' suggests significant adjustments to prior period expectations or financial health.
📋 Key Facts
- Intention to offer $1 billion in aggregate principal amount of convertible senior notes due 2032.
- Includes an option for initial purchasers to purchase up to an additional $200 million in notes.
- Notes are being offered to qualified institutional buyers (QIBs) under Rule 144A.
- Disclosed a $59 million liability accrued subsequent to June 30, 2025, for miner acquisition costs and indirect tax exposure (state use taxes/penalties).
CleanSpark, Inc. filed a prospectus supplement to its existing S-3ASR registration statement to facilitate the resale of up to 1,788,834 shares of common stock by a specific stockholder.
🚩 Red Flags
- Potential dilution for existing shareholders due to the resale of up to 1,788,834 shares.
📋 Key Facts
- The filing relates to a prospectus supplement for an existing Form S-3ASR (File No. 333-276409) originally filed on January 5, 2024.
- The offering covers the resale of up to 1,788,834 shares of common stock by a certain stockholder.
- A legal opinion from Holland & Hart LLP regarding the validity of the shares was included as Exhibit 5.1.
CleanSpark, Inc. has acquired land rights for 271 acres in Austin County, Texas, and secured long-term power supply agreements totaling 285 megawatts. The acquisition is intended to support the development of a next-generation data center campus targeting AI, cloud, and enterprise workloads.
🚩 Red Flags
- The company is filing supplemental risk factors due to the diversification of its business strategy, indicating increased operational complexity and risk profile.
📋 Key Facts
- Acquired rights to ~271 acres in Austin County, Texas.
- Executed long-term power supply agreements totaling 285 MW.
- Transaction structure includes cash consideration, common stock, and contingent cash payments based on post-closing events.
- Strategic pivot/diversification into data center development for AI and cloud workloads.
CleanSpark, Inc. has adopted and approved an amendment and restatement of its Bylaws and updated its Code of Business Conduct and Ethics, effective September 26, 2025.
🚩 Red Flags
- Reduction of shareholder rights: Elimination of special meetings and written consent significantly limits shareholder activism/control.
- Reduced transparency: Removal of stockholder inspection rights for the stock ledger (beyond statutory minimums) reduces oversight capabilities for minority shareholders.
- Increased Board control: The Board now has exclusive authority over its own size.
📋 Key Facts
- Adopted Second Amended and Restated Bylaws on September 26, 2025.
- Bylaw amendments eliminate the ability of stockholders to call special meetings (Section 2.2).
- Bylaw amendments eliminate the ability of stockholders to act by written consent (Section 2.9).
- Revised advance notice provisions for stockholder proposals and nominees to align with universal proxy rules.
- Eliminated stockholder inspection rights for stock ledgers regardless of holding size, beyond statutory protections.
- Board of Directors now has exclusive authority to determine Board size.
- Established federal district courts in the U.S. as the exclusive forum for Securities Act claims.
- Updated Code of Business Conduct and Ethics covering compliance, conflicts of interest, and anti-money laundering.
CleanSpark, Inc. entered into a $100 million revolving credit facility with Two Prime Lending Limited to fund Bitcoin mining hashrate deployment and HPC capabilities. The loan is secured by digital assets and carries an interest rate of Term SOFR plus 3.55%.
🚩 Red Flags
- Security for borrowings is tied to digital asset collateral, exposing the company to liquidation risk if crypto prices drop significantly (margin calls/collateral maintenance).
- Short maturity period: The facility matures in less than one year from the report date (Sept 2026).
📋 Key Facts
- Entered into 'Two Prime Master Loan Agreement' on September 19, 2025.
- Revolving credit facility amount: up to $100 million.
- Interest rate: Term SOFR + 3.55%.
- Maturity date: September 14, 2026.
- Collateral: Digital assets (e.g., Bitcoin) pledged by the Company.
- Purpose of funds: Bitcoin mining hashrate deployment, HPC capabilities, and Digital Asset Management strategies.
CleanSpark, Inc. entered into a side letter with Coinbase Credit, Inc. and Coinbase, Inc. to increase its aggregate lending capacity under an existing Master Loan Agreement to $300 million. The funds are intended for strategic capital expenditures including Bitcoin mining expansion and high-performance computing (HPC) capabilities.
🚩 Red Flags
- The facility is secured by collateral (Bitcoin/Digital Assets) which is subject to volatility and potential margin calls.
- Failure to maintain sufficient collateral value can result in the liquidation of pledged assets by Coinbase.
📋 Key Facts
- Entered into a 'Coinbase Side Letter' on September 18, 2025.
- Increases aggregate lending capacity under the Master Loan Agreement to $300 million.
- Loans can be in digital assets or cash, secured by collateral such as USD, USDC, Bitcoin, or Ether.
- Collateral is subject to margin calls and mark-to-market provisions.
- Purpose of funds: expanding energy portfolio, scaling Bitcoin mining, and investing in HPC capabilities.
CleanSpark, Inc. announced a significant leadership realignment and the appointment of S. Mathew Schultz as CEO. The filing details new employment agreements for several executives, including performance-based RSUs and unique bitcoin-denominated compensation components.
🚩 Red Flags
- Significant leadership reshuffle following the departure of a prior CEO (implied by 'departure of the Company's prior Chief Executive Officer').
- Complex compensation structures involving bitcoin payments, which introduces volatility to executive pay and potential accounting complexity.
- Large RSU grants (Performance and Retention) issued immediately following a leadership transition.
📋 Key Facts
- S. Mathew Schultz appointed as Chief Executive Officer effective September 4, 2025.
- Gary A. Vecchiarelli (CFO) appointed as President in addition to CFO duties.
- Scott E. Garrison promoted from COO to EVP & Chief Development Officer.
- Taylor Monnig (CTO) appointed as Chief Operating Officer.
- New employment agreements include base salaries, bonus targets, and RSUs for five key executives.
- Executive compensation includes a bitcoin pool: CEO receives 1.2 BTC/month; others receive pro rata shares of a 1.247 BTC/month pool.
- Performance and Retention RSU grants were issued to all named executives, with 50% tied to FY 2025 performance and 50% for retention.
CleanSpark, Inc. announced a major leadership transition effective August 10, 2025, where S. Matthew Schultz was appointed President and CEO, replacing Zachary K. Bradford who resigned from both the CEO role and the Board of Directors.
🚩 Red Flags
- Sudden departure of the CEO and a Board member simultaneously.
- Significant cash and bitcoin outflow for executive separation ($950k + 14.4 BTC + $1.58M bonus).
- Reduction in Board size following the CEO's exit.
📋 Key Facts
- S. Matthew Schultz appointed as President and CEO; remains Chairman of the Board.
- Zachary K. Bradford resigned as CEO and Director effective August 10, 2025.
- Board size reduced from six to five members following Mr. Bradford's resignation.
- Separation package for Mr. Bradford includes $950,000 (12 months' salary), 14.4 bitcoin, $1,583,000 in prorated bonus, and ~$91,000 in accrued PTO.
- Mr. Bradford to receive an additional 1,728,688 RSUs with a two-year vesting period subject to non-compete/non-solicit terms.
- The company confirmed Mr. Bradford's resignation was not due to any disagreement regarding operations, policies, or practices.
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2025. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Fiscal quarter ended June 30, 2025.
- Announcement date: August 7, 2025.
- The filing includes Exhibit 99.1 containing the full text of the press release regarding financial results.
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025. The filing serves as a formal announcement of quarterly earnings and includes relevant press release documentation.
📋 Key Facts
- Report date: May 8, 2025
- Reporting period: Fiscal quarter ended March 31, 2025
- The filing pertains to Item 2.02 (Results of Operations and Financial Condition)
- Includes Exhibit 99.1 containing the full press release
CleanSpark, Inc. announced compensation adjustments for its Chief Technology Officer, Taylor Monnig, effective April 22, 2025. The changes include an increase in base salary and expanded equity grants under the 2025 Long Term Incentive Plan.
🚩 Red Flags
- Significant increase in executive compensation and equity dilution potential via LTIP awards.
📋 Key Facts
- Taylor Monnig's annual base salary increased from $410,000 to $550,000.
- Bonus target maximum increased from 100% to 150% of base salary.
- Equity grants (RSUs) under the 2025 LTIP were significantly increased; at 100% target, new awards total 360,656 RSUs valued at approximately $3.16M based on a stock price of $8.77.
- Performance determination for 'Earned 2025 LTIP Awards' is expected in October 2025.
- Vesting schedule: 40% vests Oct 31, 2025; remainder over 12 quarters.
CleanSpark, Inc. has amended its Master Loan Agreement with Coinbase Credit, Inc., increasing its aggregate borrowing capacity to $200 million. The facility allows the company to draw digital assets or cash secured by Bitcoin to fund operations and growth.
🚩 Red Flags
- Collateral is subject to margin calls; failure to maintain collateral levels can lead to liquidation of pledged assets.
- The company's strategy involves using current Bitcoin production to service debt, which may impact long-term holdings in a volatile market.
📋 Key Facts
- Amended Master Loan Agreement executed on April 14, 2025, with Coinbase Credit, Inc. and Coinbase, Inc.
- Aggregate borrowing capacity increased to $200 million.
- Loans are secured by collateral including USD, USDC, Bitcoin, or Ether.
- Borrowings are subject to margin calls and mark-to-market provisions.
- Company will use a portion of monthly Bitcoin production for operational expenditures and debt repayment.
CleanSpark, Inc. reported the results of its Annual Meeting of stockholders held on March 3, 2025. The meeting resulted in the successful election of six directors and the ratification of BDO USA, P.C. as independent auditors.
📋 Key Facts
- Annual Meeting held on March 3, 2025.
- Quorum was established with approximately 61.11% of collective voting power present (219,754,330 votes).
- All six director nominees were elected to the Board: Zachary K. Bradford, S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri.
- Proposal 2 (Say-on-Pay) regarding named executive officer compensation was approved with 109,349,907 votes in favor.
- Proposal 3 to ratify BDO USA, P.C. as independent auditors for the fiscal year ending Sept 30, 2025, was approved by a significant majority (215,372,481 votes).
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2024. The filing serves as a formal announcement of quarterly earnings and includes a press release as Exhibit 99.1.
📋 Key Facts
- Report date: February 6, 2025
- Reporting period: Fiscal quarter ended December 31, 2024
- The filing is under Item 2.02 (Results of Operations and Financial Condition)
- Financial results were released via press release attached as Exhibit 99.1
CleanSpark, Inc. completed a $650 million offering of 0.00% Convertible Senior Notes due 2030. The company utilized part of the proceeds for capped call transactions and share repurchases, with remaining funds intended for debt repayment and capital expenditures.
🚩 Red Flags
- Significant potential dilution via convertible notes, though mitigated by capped call transactions.
- Convertible notes are senior unsecured obligations and not guaranteed by subsidiaries.
📋 Key Facts
- Completed private offering of $650 million in 0.00% Convertible Senior Notes due June 15, 2030.
- Initial Purchasers exercised a full option to purchase an additional $100 million in notes on December 16, 2024.
- Net proceeds from the sale were approximately $633.6 million.
- Allocated ~$90.4 million for capped call transactions and ~$145.0 million for common stock repurchases.
- Remaining funds intended to repay a $50.0 million line of credit with Coinbase, fund CapEx, and potential acquisitions.
- Initial conversion price is approximately $14.80 per share; Capped Call cap price is ~$24.66 (100% premium over Dec 12, 2024 price).
CleanSpark, Inc. announced the pricing of a $550 million private offering of 0.00% convertible senior notes due 2030. The offering is targeted at qualified institutional buyers and includes an over-allotment option for an additional $100 million.
🚩 Red Flags
- Convertible debt can lead to future dilution of existing shareholders upon conversion.
📋 Key Facts
- Aggregate principal amount: $550 million
- Interest rate: 0.00%
- Maturity date: 2030
- Type of security: Convertible senior notes
- Over-allotment option: Up to an additional $100 million in notes
- Expected closing date: December 17, 2024
- Target audience: Qualified institutional buyers (Rule 144A)
CleanSpark, Inc. announced its intention to launch a private offering of convertible senior notes due 2030. The offering aims to raise an aggregate principal amount of $550 million, with an option for initial purchasers to increase the total by up to $100 million.
🚩 Red Flags
- Convertible debt can lead to significant dilution of existing shareholders upon conversion.
📋 Key Facts
- Intention to offer $550 million in convertible senior notes due 2030.
- Offering is subject to market conditions and other factors.
- Targeted at qualified institutional buyers (QIBs) via Rule 144A.
- Includes an over-allotment option for up to $100 million in additional notes.
- The offering is a private placement, not a public solicitation.
CleanSpark, Inc. announced its financial results for the fiscal year ended September 30, 2024. The filing serves as a formal announcement of the company's annual performance via an attached press release.
📋 Key Facts
- Reporting period: Fiscal year ended September 30, 2024.
- Announcement date: December 2, 2024.
- The filing includes a press release (Exhibit 99.1) containing the financial results.
CleanSpark, Inc. is providing clarification regarding a recent trading halt of its common stock and warrants caused by an error in public disclosures following the acquisition of GRIID Infrastructure Inc. The company clarified that the error stemmed from an incorrect calculation of warrant-to-share ratios in SEC filings and communications with Nasdaq.
🚩 Red Flags
- Inaccurate regulatory communications: The company admitted that disclosures to Nasdaq regarding the number of outstanding warrants were incorrect.
- Trading halt: Temporary suspension of liquidity for common stock due to disclosure errors.
📋 Key Facts
- Trading halt for CLSK (common stock) began Nov 7, 2024, and was lifted on Nov 11, 2024.
- Trading halt for CLSKW (warrants) remains in effect as of the filing date.
- The error originated from an inaccurate determination that Warrants would be adjusted by share count rather than the number of shares underlying them during the GRIID acquisition.
- 13,800,000 Warrants were incorrectly disclosed; they actually represent the right to purchase 960,395 shares at an exercise price of $165.24 per full share.
- The company filed an amended and restated warrant agreement and Form 8-A/A on November 8, 2024, to correct the error.
CleanSpark, Inc. has successfully completed its acquisition of GRIID Infrastructure Inc. via a merger on October 30, 2024. The transaction involved the issuance of approximately 5.03 million shares of CleanSpark common stock to GRIID shareholders.
🚩 Red Flags
- Dilution: Issuance of 5.03 million new shares results in equity dilution for existing shareholders.
📋 Key Facts
- Closing Date: October 30, 2024
- Exchange Ratio: 0.069593885 shares of CleanSpark for each share of GRIID Common Stock
- Total Shares Issued: 5,031,254 shares of Company Common Stock
- Merger Consideration Value Basis: $16.587 per share (VWAP)
- GRIID will become a wholly owned subsidiary of CleanSpark, Inc.
CleanSpark, Inc. successfully held a special meeting of stockholders where shareholders approved an amendment to increase authorized common stock from 300 million to 600 million shares. This expansion of the share pool was achieved through a stockholder vote on October 25, 2024.
🚩 Red Flags
- Significant increase in authorized share count (doubling from 300M to 600M) creates potential for future dilution through new equity issuances.
📋 Key Facts
- Stockholders approved Proposal 1 to increase authorized common stock from 300,000,000 to 600,000,000 shares.
- The Charter Amendment was filed with the Secretary of State for Nevada on October 28, 2024.
- At the record date (Sept 6, 2024), there were 253,136,198 common shares and 1,750,000 Series A Preferred shares outstanding.
- The proposal received 1,028,842,994 votes 'FOR' and 192,134,253 votes 'AGAINST'.
- A quorum was present representing approximately 66.83% of the collective voting power.
CleanSpark, Inc. announced that stockholders approved an amendment to increase the authorized number of common stock shares from 300 million to 600 million during a special meeting on October 25, 2024.
🚩 Red Flags
- Significant increase in authorized share count (100% increase) can lead to future dilution if used for equity financing or compensation.
📋 Key Facts
- Stockholders approved an amendment to the First Amended and Restated Articles of Incorporation.
- Authorized share count increased from 300,000,000 shares to 600,000,000 shares.
- The meeting was held on October 25, 2024.
- Articles of Amendment will be filed with the Nevada Secretary of State following final voting results.
CleanSpark, Inc. announced the mutual non-renewal of its Colocation Mining Services Agreement with Coinmint, LLC. The agreement, which provided up to 50 MW of electric power for bitcoin mining in Massena, NY, is set to expire on January 1, 2025.
🚩 Red Flags
- Loss of 50 MW of operational capacity/power access via the terminated agreement.
📋 Key Facts
- Agreement termination date: January 1, 2025
- Counterparty: Coinmint, LLC
- Service scope: Colocation services for bitcoin mining equipment
- Capacity affected: Up to 50 MW of electric power
- Location: Massena, New York
CleanSpark, Inc. announced the appointment of Brian Carson as Chief Accounting Officer, effective October 1, 2024. The filing also details the establishment of a new Long-Term Incentive Program (LTIP) and salary adjustments for executive officers.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Brian Carson appointed as Chief Accounting Officer effective Oct 1, 2024; previously Director of Financial Reporting at CleanSpark since Oct 14, 2022.
- Carson's compensation includes a $300,000 annual base salary and target discretionary bonus of up to 40%.
- Establishment of a new Long-Term Incentive Program (LTIP) for FY 2025 using RSUs tied to performance metrics relative to peer groups.
- LTIP awards are designed with a multi-year vesting component (up to 3 years) to ensure retention.
- Base salary increases approved for several named executive officers for FY 2025.
CleanSpark provided an operational update regarding the impact of Hurricane Helene on its mining facilities. The company reported no material damage and confirmed that infrastructure remains safe despite temporary precautionary shutdowns.
🚩 Red Flags
- Temporary reduction in operational capacity (365 MW shutdown) due to weather events.
📋 Key Facts
- Precautionary shutdown of approximately 365 MW of capacity in Southeast Georgia due to Hurricane Helene.
- Approximately 200 MW has already been brought back online through coordination with local utilities.
- Full restoration of all sites is expected by October 4, 2024.
- Current hashrate is approximately 22 EH/s; expected return to full operations at ~28 EH/s once re-energized.
- No material damage reported to infrastructure or employees.
CleanSpark, Inc. entered into definitive agreements to acquire 16.5 megawatts of bitcoin mining facilities and approximately 88 acres of real property in Clinton, Mississippi for a total potential consideration of $5,775,000.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Acquisition includes 100% membership interests of Clinton16.5, LLC from Eyas Investment Group Limited.
- Real estate purchase involves approximately 88 acres in Clinton, Mississippi from Makerstar Capital, Inc.
- Total potential transaction value is up to $5,775,000.
- Initial closing payments include $2,187,500 for the MIPA and $700,000 for the PSA (totaling $2,887,500).
- Engaged Beast Power, Inc. as Construction Manager via a CMSA for up to $2,887,500 contingent on project milestones.
CleanSpark, Inc. entered into definitive agreements to acquire seven bitcoin mining operating entities and associated real estate in Tennessee for a total consideration of $27.5 million. The deal includes 85 megawatts of power capacity through the acquisition of various membership interests and real property.
📋 Key Facts
- Total acquisition price for seven mining entities: $25,000,000 (subject to a $1,250,000 holdback).
- Acquisition includes 85 megawatts of power capacity across Tennessee locations.
- Real estate purchase agreement for ~21 acres in Tennessee totaling $2,500,000.
- The acquisition is structured through wholly-owned subsidiaries: CleanSpark TN, LLC and CSRE Properties Tennessee, LLC.
- Acquired entities include Jellico Technologies LLC, West Crossville Technologies LLC, Campbell Junction Technologies LLC, Decatur Technologies LLC, Oneida Technologies LLC, Winfield Technologies LLC, and Tazewell Technologies LLC.
CleanSpark, Inc. entered into a subscription agreement with an independent board member to issue 1 million shares of Series X Preferred Stock for $1,000. This transaction is specifically designed to facilitate a massive increase in authorized common stock from 300 million to 600 million shares.
🚩 Red Flags
- Related-party transaction: Issuance of high-voting preferred stock to an insider (Board Member).
- Concentrated voting power: The Series X shares are designed solely to ensure the 'Authorized Share Increase' passes by providing massive voting weight.
- Dilution risk: The proposed doubling of authorized common stock from 300M to 600M suggests significant upcoming dilution for existing shareholders.
- Governance changes: Reducing quorum requirements from a majority to one-third is often viewed as a move to make it easier to pass controversial measures with low participation.
📋 Key Facts
- Issued 1,000,000 shares of Series X Preferred Stock to Dr. Thomas Wood (Board Member) for $1,000 on August 30, 2024.
- Series X Preferred Stock carries 1,000 votes per share specifically for the purpose of approving an increase in authorized common stock.
- The company is seeking to double its authorized common stock from 300,000,000 to 600,000,000 shares via a Special Meeting.
- Bylaws were amended on August 28, 2024, to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of voting power.
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2024. The filing serves as a formal notice that the quarterly earnings press release is being furnished to the SEC.
📋 Key Facts
- Reporting period: Fiscal quarter ended June 30, 2024.
- Filing date: August 9, 2024.
- The filing includes Exhibit 99.1 containing the full text of the press release.
- Information under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
CleanSpark, Inc. amended its existing credit agreement with GRIID Infrastructure Inc. to include a new $40 million delayed draw term loan facility. As of August 5, 2024, $5 million has already been drawn from this facility.
🚩 Red Flags
- Loan maturity is tied to the closing/termination of a pending merger, creating execution risk.
- Borrowing is restricted; amounts borrowed cannot be reborrowed once repaid.
📋 Key Facts
- Amended and restated Credit Agreement dated August 2, 2024.
- Creation of a new $40,000,000 delayed draw term loan facility for GRIID Infrastructure Inc.
- $5,000,000 of the facility was borrowed on August 5, 2024.
- Interest rate is set at 8.5% per annum.
- Maturity date is June 26, 2025 (or 90 days after termination of the merger agreement).
- The facility is linked to a proposed business combination between CleanSpark and GRIID.
CleanSpark, Inc. announced the acquisition of a Bitcoin mining site in Cheyenne, Wyoming, and the execution of additional power contracts for expansion.
📋 Key Facts
- Acquired a Bitcoin mining site in Cheyenne, Wyoming on July 26, 2024.
- The acquired site has an initial power capacity of 30 MW.
- Expected to add over 2 exahashes per second (EH/s) to the Company's hashrate once operational.
- Executed power contracts for an additional 45 MW at a second Wyoming site.
- The second site is expected to contribute an additional 3 EH/s to the hashrate.
- Groundbreaking is planned immediately with an expected operational date before year-end 2024.
CleanSpark, Inc. has dismissed its prior auditor, MaloneBailey, LLP, and appointed BDO USA, P.C. as its new independent registered public accounting firm effective July 3, 2024.
🚩 Red Flags
- Change in auditor can sometimes precede restatements or disagreements, though no disagreement was reported here.
- Existing material weakness in internal control over financial reporting related to IT controls.
📋 Key Facts
- Effective date of change: July 3, 2024.
- New Auditor: BDO USA, P.C.
- Dismissed Auditor: MaloneBailey, LLP.
- The Company stated there were no disagreements with the prior auditor regarding accounting principles or practices.
- A material weakness in internal control over financial reporting was previously identified related to general IT controls over third-party information systems (as noted in the FY2023 10-K).
CleanSpark, Inc. has entered into a definitive merger agreement with GRIID Infrastructure Inc., involving an all-stock transaction to acquire GRIID. The deal includes a $55.9 million senior secured term loan provided by CleanSpark to GRIID as part of the transaction structure.
🚩 Red Flags
- Significant debt/loan exposure: CleanSpark has extended over $55.9 million in senior secured debt to the target company (GRIID) prior to closing.
- Complexity of valuation: The exchange ratio is tied to a complex formula involving 'Aggregate Merger Consideration' which accounts for liabilities and potential severance obligations.
📋 Key Facts
- CleanSpark, Inc. entered into a Merger Agreement with GRIID Infrastructure Inc. on June 26, 2024.
- The merger is an all-stock transaction where GRIID shareholders will receive CleanSpark common stock based on an exchange ratio derived from a $155 million enterprise value (minus liabilities/cash) and a VWAP of $16.587.
- CleanSpark provided a $55,918,638.68 senior secured term loan to GRIID on June 26, 2024, at an interest rate of 8.5% per annum.
- The term loan matures on June 26, 2025, or 90 days after the termination of the merger.
- GRIID is subject to a $1.5 million termination fee if they terminate the agreement to pursue a superior proposal.
- Voting agreements were signed with Griid Holdings, LLC and Adit EdTech Sponsor, LLC to support the merger.
CleanSpark, Inc. entered into a definitive Merger Agreement on June 26, 2024, to acquire GRIID Infrastructure Inc. through a merger with a CleanSpark subsidiary. Upon completion, GRIID will become a wholly owned subsidiary of CleanSpark.
🚩 Red Flags
- The filing notes that CleanSpark is working to remediate material weaknesses in internal control over financial reporting identified in its FY2023 10-K.
- Integration risks: Potential inability to successfully integrate GRIID's businesses and technologies.
📋 Key Facts
- Agreement and Plan of Merger dated June 26, 2024.
- The transaction involves CleanSpark, Inc., GRIID Infrastructure Inc., and Tron Merger Sub, Inc. (a CleanSpark subsidiary).
- GRIID will become a direct, wholly owned subsidiary of CleanSpark following the merger.
- CleanSpark intends to file a registration statement on Form S-4 containing a proxy statement/prospectus regarding the transaction.
CleanSpark, Inc. entered into definitive agreements on June 17, 2024, to acquire five bitcoin mining facilities in Georgia via its subsidiary CSRE Properties Sandersville, LLC. The acquisition includes data centers totaling 60 megawatts and the assumption of related leases and power agreements.
📋 Key Facts
- Total acquisition price: $25.8 million.
- Acquisition includes five bitcoin mining facilities (LN 1, LN 3, LN 4, LN 5, LN 6, and LN 7).
- Total capacity acquired: 60 megawatts.
- The deal involves the assumption of underlying real property leases and power agreements.
- Acquisition executed through wholly-owned subsidiary CSRE Properties Sandersville, LLC.
CleanSpark, Inc. entered into amended Purchase and Sale Agreements via its subsidiary for two parcels of real property in Wyoming. The amendment splits the original transaction into two distinct agreements to address federal regulatory consent requirements.
🚩 Red Flags
- Original transaction structure was altered due to 'federal regulatory consent requirements' for Parcel 1.
📋 Key Facts
- On May 29, 2024, CSRE Properties Wyoming, LLC entered into amended Purchase and Sale Agreements with MineOne Wyoming Data Center LLC.
- The transaction involves seventeen (17) acres of real property in Wyoming split into two parcels.
- Parcel 1 purchase price: $11,250,000.
- Parcel 2 purchase price: $11,250,000.
- Total fixed purchase price for both parcels is now $22,500,000.
- The amendment removes the previous contingent payment requirement of up to $13,750,000 found in the original May 8, 2024 agreement.
CleanSpark, Inc. entered into a Real Property Purchase Agreement to acquire approximately 17 acres of real property in Wyoming via its subsidiary, CSRE Properties Wyoming, LLC.
🚩 Red Flags
- Transaction complexity: The deal includes significant price adjustments based on power availability, which introduces execution risk for the intended capacity.
📋 Key Facts
- Total purchase price for the Wyoming Property is $18,750,000 ($11,250,000 for Parcel 1; $7,500,000 for Parcel 2).
- The property includes two parcels: one improved and one unimproved.
- Price adjustment clause: $250,000 reduction per megawatt decrease below specified power levels (45 MW for Parcel 1; 30 MW for Parcel 2).
- Contingent payments of up to $13,750,000 are possible if an additional 55 MW of power is contracted within 180 days post-closing.
- Closing is contingent upon the transfer of power agreements, maintenance of current rates, and successful assignment of permits/licenses.
CleanSpark, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Fiscal quarter ended March 31, 2024
- The company furnished financial results through Exhibit 99.1 (Press Release)
- Ticker symbol listed as CLSK on Nasdaq
CleanSpark, Inc. announced the appointment of two internal promotions to key executive roles: Scott Garrison as Chief Operating Officer and Taylor Monnig as Chief Technology Officer, effective May 7, 2024.
📋 Key Facts
- Scott Garrison appointed COO; previously SVP of Growth since November 2020.
- Taylor Monnig appointed CTO; previously SVP of Mining Technology since August 2022.
- Both officers receive an annual base salary of $335,000.
- Each officer is granted 100,000 restricted stock units (RSUs) vesting in three equal installments over two years starting September 30, 2024.
- Employment agreements include discretionary cash bonuses up to 100% of base salary.
CleanSpark, Inc. entered into a Supplemental Agreement with Bitmain to upgrade its hardware purchase option from S21 servers to the more efficient S21 Pro model. This includes an exercise of an option to purchase 100,000 units for a total price of $374.4 million.
🚩 Red Flags
- Significant capital expenditure commitment ($374.4M) which represents a major liquidity requirement for a micro-cap/mid-cap entity.
📋 Key Facts
- Entered into Supplemental Agreement with Bitmain Technologies Delaware Limited on April 11, 2024.
- Amends Original Agreement dated January 6, 2024.
- Upgraded hardware option: 100,000 units of S21 Pro servers (previously S21 model).
- Total purchase price for the upgraded option: $374,400,000.
- S21 Pro specifications: 234 TH/s hashrate, 3,510 watts power consumption, and 15 J/T efficiency.
- Option exercise notice submitted on April 9, 2024.
- Delivery schedule for new servers: June 2024 through December 31, 2024.
CleanSpark, Inc. has entered into an amendment to its existing At-the-Market (ATM) offering agreement with H.C. Wainwright & Co., LLC. This amendment significantly increases the company's capacity to issue and sell common stock to raise capital.
🚩 Red Flags
- Potential for significant shareholder dilution due to the massive $800 million increase in the ATM program capacity.
📋 Key Facts
- Entered into Amendment No. 1 to the At the Market Offering Agreement on March 28, 2024.
- The amendment allows for the issuance of up to $800,000,000 in new common stock (exclusive of previous sales under the original agreement).
- The offering is subject to the number of authorized but unissued shares available in the company's capital stock.
- H.C. Wainwright & Co., LLC will receive a commission of up to 3.0% on gross sales price.
- Sales can be made via various methods, including ordinary brokers' transactions on the Nasdaq Capital Market.
CleanSpark, Inc. reported the results of its Annual Meeting of stockholders held on March 11, 2024. The meeting resulted in the successful election of six directors and the ratification of MaloneBailey, LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held on March 11, 2024.
- Quorum was present with approximately 69.90% of total votes represented (192,437,218 out of 275,317,508).
- All six nominees for the Board of Directors were elected: Zachary Bradford, S. Matthew Schultz, Larry McNeill, Dr. Thomas Wood, Roger Beynon, and Amanda Cavaleri.
- MaloneBailey, LLP was ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2024.
- Total votes outstanding at record date (Jan 19, 2024) included 196,567,508 Common Stock shares and 1,750,000 Series A Preferred Stock shares.
CleanSpark, Inc. announced its financial results for the fiscal quarter ended December 31, 2023. The filing serves as a formal announcement of quarterly earnings via an attached press release.
📋 Key Facts
- Reporting period: Fiscal quarter ended December 31, 2023.
- Filing date: February 8, 2024.
- The company furnished financial results through a press release (Exhibit 99.1).
- Ticker symbol: CLSK (Nasdaq).
CleanSpark, Inc. entered into several agreements to acquire data center facilities and real estate in Georgia and Mississippi. The transactions involve both membership interests in LLCs and direct property purchases totaling approximately $23.2 million.
📋 Key Facts
- Acquisition of Dalton15, LLC (Georgia) via CSRE Properties Dalton, LLC for 100% membership interest.
- Purchase of ~2 acres and improvements in Dalton, GA from Makerstar Capital, Inc. for $3,435,000.
- Engagement of Makerstar Capital, Inc. to manage construction of a 15 MW data center facility in Georgia via CMSA.
- Acquisition of Mississippi properties (Meridian, Vicksburg, and Wiggins) totaling ~$19,800,000 through real estate and membership interest purchases.
- Total aggregate consideration across all mentioned agreements is approximately $23.2 million.
CleanSpark, Inc. entered into a significant agreement with Bitmain Technologies Delaware Limited to purchase up to 160,000 S21 miners, representing an expansion of 32 EH/s in hash rate. The deal includes a massive $32 million option for an additional 100,000 units.
🚩 Red Flags
- Significant capital expenditure requirement ($193M initial + potential $320M option) which may require future financing/dilution.
📋 Key Facts
- Agreement entered into on January 6, 2024, with Bitmain Technologies Delaware Limited.
- Purchase of up to 160,000 Bitmain S21 miners (32 EH/s total).
- Initial purchase: 60,000 miners for a net price of $193 million ($16.10 per terahash).
- Option to purchase an additional 100,000 miners for $320 million ($16.00 per terahash).
- The option requires a $32 million payment and expires on December 31, 2024.
- Delivery of mining machines is expected to begin in April 2024.