CLEANSPARK, INC. 10-Q

Item 5. Other Information The Company is reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 1.01 – Entry into a Material Definitive Agreement. On August 5, 2022 (the “Agreement Date”), the Company, through its wholly owned subsidiary, CSRE Properties Washington, LLC, a Georgia limited liability company, agreed to purchase certain real property, together with all improvements situated thereon and all rights, easements and appurtenances belonging thereto (collectively, the “Property”), as further described below, pursuant to a purchase and sale agreement (the “Land Purchase Agreement”), from SPRE Commercial Group, Inc. f/k/a Waha, Inc., a Georgia corporation (the “Seller”), for a purchase price of $16,200,000 (the “Land Purchase”). Under the terms of the Land Purchase Agreement, at closing, the Company will pay the Seller the purchase price as follows: (i) $3,161,747 in financing provided by the Seller at an interest rate of 12%, to be repaid in 12 monthly installments of $280,917, (ii) the Company’s assumption of a mortgage with a maximum principal amount of $2,158,253 and an interest rate of 13% and (iii) $10,880,000 of cash consideration. Purchaser delivered an earnest money deposit of $500,000 to Seller on July 25, which is refundable in certain circumstances and will reduce the amount of the cash consideration due at closing. At closing, the Seller will convey fee simple title to the Property to the Company by limited warranty deed. The Property is located in Wilkes County, Georgia and contains approximately 27 acres. The Company intends to utilize the Property to conduct certain of its cryptocurrency mining activities. The Land Purchase is expected to close on or before September 5, 2022, subject to customary inspection and closing conditions, including the closing of the Equipment Purchase described below. The Company has the right to terminate the Land Purchase Agreement for any reason or no reason by delivering written notice to the Seller on or before the date that is 30 days after the Agreement Date. In connection with the Company’s entry into the Land Purchase Agreement, on August [5], 2022, the Company, through its wholly owned subsidiary, CleanSpark DW, LLC, a Georgia limited liability company, agreed to purchase a mix of S19 and S19 J Pro bitcoin miners equal to approximately 341,985 terahashes, pursuant to an equipment purchase and sale agreement (the “Equipment Purchase Agreement”), from Waha Technologies, Inc., a Georgia corporation (“Equipment Seller”), an affiliate of the Seller, for a purchase price of $8,891,610 (the “Equipment Purchase”), which will be payable in full in cash to the Equipment Seller upon closing. The closing of the Equipment Purchase shall occur contemporaneously with the closing of the Land Purchase and is subject to the closing of the Land Purchase. If the Land Purchase is not consummated for any reason, either the Company or the Equipment Seller, in its sole discretion, may terminate the Equipment Purchase Agreement without further liability to the other party. 18 The foregoing descriptions of the Land Purchase Agreement and Equipment Purchase Agreement do not purport to be complete, and are qualified in their entirety by reference to the complete text of such Land Purchase Agreement and Equipment Purchase Agreement, respectively, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Quarterly Report on Form 10-Q. Item 6. Exhibits Incorporated by Reference Filed/ Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Furnished Herewith 3.1 First Amended and Restated Articles of Incorporation of CleanSpark, Inc., dated September 17, 2021 8-K 001-39187 3.1 9/17/2021 3.2 First Amended and Restated Bylaws of CleanSpark, Inc., dated September 17, 2021 8-K 001-39187 3.2 9/17/2021 4.1 Form of Senior Secured Redeemable Convertible Debenture, dated December 31, 2018 issued to the Investor 8-K 000-53498 4.1 12/31/2018 4.2 Form of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor 8-K 000-53498 4.2 12/31/2018 4.3 Form of Senior Secured Redeemable Convertible Promissory Note, dated April 17, 2019, issued to the Investor 8-K 000-53498 4.1 4/18/2019 4.4 Form of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor 8-K 000-53498 4,2 4/18/2019 10.1 Master Equipment Financing Agreement by and between CleanSpark, Inc. and Trinity Capital Inc. dated as of April 22, 2022 8-K 001-39187 10.1 4/26/2022 10.2 Form of Equipment Financing Schedule by and between CleanSpark, Inc. and Trinity Capital Inc. 8-K 001-39187 10.2 4/26/2022 10.3 Purchase and Sale Agreement by and between CSRE Properties Washington, LLC, SPRE Commercial Group, Inc. F/K/A, WAHA, Inc. and WAHA Technologies, Inc., dated as of August 5, 2022 * 10.4 Equipment Purchase and Sale Agreement by and between CleanSpark DW, LLC and WAHA Technologies, Inc., dated as of August 5, 2022 * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 ** 19 101 INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101 SCH Inline XBRL Taxonomy Extension Schema Document 101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101 LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 20 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 thereunto duly authorized. Date: August 9, 2022 By: /s/ Zachary K. Bradford Zachary K. Bradford Title: Chief Executive Officer (Principal Executive Officer) Date: August 9, 2022 By: /s/ Gary A. Vecchiarelli Gary A. Vecchiarelli Title: Chief Financial Officer (Principal Financial and Accounting Officer) 2