CLEANSPARK, INC. 10-Q

Item 1A. Risk Factors Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, Item I A. of our Annual Report on Form 10-K for the year ended September 30, 2021, which could materially affect our business, financial condition or future results. In evaluating our business, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K, as updated below and by our other filings under the Exchange Act. Except as disclosed below, there have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended September 30, 2021. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Bitcoins and other digital assets we mine or hold for our own account may be subject to loss, theft or restriction on access. There is a risk that some or all of our bitcoins could be lost or stolen. Bitcoins are stored in and accessed by cryptocurrency sites commonly referred to as “wallets.” A hot wallet refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions. When we keep our bitcoin in cold storage, we may experience lag time in our ability to respond to market fluctuations in the price of our cryptocurrency assets. We currently mine bitcoin by contributing to and benefiting from our pools’ processing power. Our share of bitcoins mined from our pools are initially received by us in wallets we control, which are maintained by Coinbase Custody Trust Company, LLC, a New York State limited purpose trust company and an affiliate of Coinbase Inc., a U.S. based digital assets exchange. We maintain the majority of our bitcoin in cold storage with a minority allocation kept in hot wallets for working capital purposes. Bitcoins we mine or hold for our own account may be subject to loss, theft or restriction on access. Hackers or malicious actors may launch attacks to steal, compromise or secure bitcoins, such as by attacking the bitcoin network source code, exchange miners, third-party platforms (including Coinbase), cold and hot storage locations or software, or by other means. We may be in control and possession of substantial holdings of bitcoin, and as we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently, our investments and profitability. Furthermore, if Coinbase or another bitcoin custodian where we deposit our bitcoins experiences financial difficulties, there is a risk that creditors of such custodian will be able to treat its bitcoin as an asset of the custodian which may result in a loss of some or all of our bitcoin. For example, as disclosed in Coinbase’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022, in the event of Coinbase’s bankruptcy, the crypto assets Coinbase holds in custody on behalf of its customers could be considered to be a part of the bankruptcy estate and subject to bankruptcy proceedings, and such customers could be treated as Coinbase’s general unsecured creditors. If our bitcoin held in custody by Coinbase is subject to bankruptcy proceedings, we may be treated as a general unsecured creditor of Coinbase or another crypto custodian, and we may lose some or all of our bitcoin held at Coinbase. Inflation in the global economy could negatively impact our business and results of operations. 15 General inflation in the United States, Europe and other geographies has risen to levels not experienced in recent decades. General inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price. The global economy, including credit and financial markets, has recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. If the equity and credit markets continue to deteriorate, or the United States enters a recession, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. As a result, our business, results of operations and price of our common stock may be adversely affected. If we engage in acquisitions to grow our business, we will incur a variety of costs and may potentially face numerous risks that could adversely affect our business and operations and cause our stock price to decline. If appropriate opportunities become available, we may seek to acquire businesses, assets, technologies or products to enhance our business. In connection with any acquisitions, we could issue additional equity securities, which would dilute our stockholders, incur substantial debt to fund the acquisitions or assume significant liabilities. Acquisitions involve many and diverse risks and uncertainties, including problems integrating the purchased operations, assets, technologies or products as well as unanticipated costs, liabilities, and economic, legal and regulatory challenges and we may fail to successfully integrate acquired companies, or retain key personnel from the acquired company. Acquisitions may require us to record goodwill and non-amortizable intangible assets that will be subject to testing on a regular basis and potential period impairment charges, incur amortization expenses related to certain intangible assets, and incur write offs and restructuring and other related expenses, any of which could harm our operating results and financial condition. New business strategies, especially those involving acquisitions, are inherently risky and may not be successful. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, financial condition and results of operations and could cause our stock price to decline. The definitive agreement with Waha, Inc. and Waha Technologies, Inc. may not be consummated, and even if consummated, may not be successful. There can be no assurance that the proposed transaction with Waha, Inc. and Waha Technologies, Inc. will be consummated. The transaction is subject to the satisfaction or waiver of specific and other customary closing conditions. The failure to satisfy all of the required conditions could delay the completion of the transaction for a significant period of time or prevent them from occurring at all. There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all. We are also subject to restrictions on our business while the transaction is pending, including by conducting the business only in the ordinary course and conferring with Waha, Inc. and Waha Technologies, Inc. regarding any material matters relating to the business. These restrictions may prevent us from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that may arise prior to the completion of the pending transaction or otherwise adversely affect our ability to execute on our business strategy, which could adversely affect our business or financial condition. Our failure to consummate the transaction could result in negative publicity and a negative impression of our company. Further, any disruptions to our business resulting from the proposed transaction, including any adverse changes in our relationships with our employees and customers, could continue or accelerate in the event that the transaction is not 16 completed. Also, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed transaction. Many of these fees and costs will be payable by us even if the proposed transaction is not completed and may relate to activities that we would not have undertaken in the absence of the transactions contemplated by the agreement with Waha, Inc. and Waha Technologies, Inc. Even if we complete the transaction with Waha, Inc. and Waha Technologies, Inc., we may not realize the expected benefits of the transaction. In changing the distribution system we have relied on in the past, we may disrupt our operations and cause delays in sourcing products for our customer or in completing services for them. While we believe we will experience cost savings because of this transaction, we may never realize those savings. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results, and stock price. The optimization of our company’s future profitability depends, in part, upon the success of our evaluation of strategic alternatives for our energy business operations. We have been evaluating strategic alternatives for the energy business operations, as we made a strategic decision to streamline our business and focus on our bitcoin mining operations. As of June 30, 2022 and September 30, 2021, we classified the assets within the energy business as held for sale on our consolidated balance sheets. We are evaluating strategic exit opportunities for the energy business operations and are committed to exiting this business in a manner that is in the best interest of our shareholders. It is possible that our exit strategy may ultimately include winding-down or closing the remaining energy business operations. If our evaluation process does not result in the successful consummation of strategic alternatives, or if we are otherwise unable through such consummation to realize our goals for the energy business operations, we may not be able to optimize our future profitability, which could adversely affect our results of operations and financial condition. We may not be able to recover a significant portion of our carrying value of our assets held for sale associated with our energy business operations. We have been evaluating strategic alternatives for the energy business operations, as we made a strategic decision to streamline our business and focus on our bitcoin mining operations. As of June 30, 2022 and September 30, 2021, we classified the assets within the energy business as held for sale on our consolidated balance sheets. We may not be able to realize as much value from the sale of the assets as we expect and we may incur higher than expected, or unforeseen, costs associated with the disposal related activities. Any of the foregoing could have a material adverse effect on our business, financial position and results of operations. We may be unable to effectuate a sale of energy assets in a timely manner or receive consideration that exceeds the carrying value of the assets that are currently held for sale. We have been evaluating strategic alternatives for the energy business operations, as we made a strategic decision to streamline our business and focus on our bitcoin mining operations. As of June 30, 2022 and September 30, 2021, we classified the assets within the energy business as held for sale on our consolidated balance sheets. We cannot provide any assurance that we will be successful in selling our energy business operations for a price in excess of the carrying value of the assets that are currently classified as “held for sale,” if at all. In the event we are unable to sell our energy assets for a price at least equal to the carrying value of the assets, then we will have to record a charge and the amount of the charge could be material. We are subject to various risks associated with our decision to streamline our business and dispose of operations classified as discontinued operations. We have been evaluating strategic alternatives for the energy business operations, as we made a strategic decision to streamline our business and focus on our bitcoin mining operations. Accordingly, our discontinued operations, consisting of energy assets are classified as assets and liabilities held for sale. We now have one segment which is focused on the bitcoin mining operations. As a result of this decision, our revenue and profitability are concentrated in one industry. Downturns, adverse events and other circumstances that may affect this industry and which are largely beyond our control will now uniquely and materially affect us. For instance, if the prices of bitcoins decrease or the 17 power prices increase significantly, this would have a more material adverse effect on our results of operations, liquidity and our potential growth than in prior years. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.