What changed in this filing

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Item 9A. Controls and Procedures

2022-12-15 compared with 2021-12-14 · 205 added, 249 removed, 36 unchanged (93% of the section changed)

Controls and Procedures

OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this

Annual Report on Form 10-K, our management conducted an assessment of the effectiveness of our internal controls over financial reporting

as of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”).

Based on that assessment, our CEO and CFO have concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in internal

control over financial reporting, as described below.

Management’s assessment of the effectiveness of our disclosure controls and

procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving their objectives.

MANAGEMENTS REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with U.S.

GAAP and includes those policies and procedures

that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions;

(2) provide reasonable

assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on our financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, have been detected.

Under the supervision of and with the participation of our management,

we assessed the effectiveness of our internal control over financial reporting as of September 30, 2021, using the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

from our assessment the internal control over financial reporting of ATL Data Centers LLC and Solar Watt Solutions, Inc.

with total assets

of $267.3 million (of which $27.3 million represents goodwill and intangibles included within the scope of the assessment), and total

revenues of $43.2 million included in the consolidated financial statements of the Company as of and for the year ended September 30,

2021.As part of our assessment of the effectiveness of our internal control over financial reporting as of September 30, 2021, management

identified the following material weaknesses:

(1) the Company did not adequately implement or properly maintain controls over its financial

close and reporting process, its process over the recording of energy and other services revenue and its process over the accounting and

valuation of certain aspects of business combinations involving significant estimates and (2) the Company did not adequately design and

maintain effective general information technology controls over third-party information systems and applications that are relevant to

the preparation of the Company’s financial statements:

· Financial Close and Reporting:

Controls over financial statement reviews, specific to the appropriate reconciliation of certain balance sheet accounts, were not

operating effectively.

o Recording of Revenues for

certain non-principal revenue generating subsidiaries:

Controls over the recording and processing of revenue for certain non-principal

revenue generating entities, specifically, p2kLabs, Inc, GridFabric, LLC and CleanSpark, LLC, lack the level of precision necessary to

ensure the completeness and accuracy of revenue recorded.

o Business Combinations:

designed to properly consider and evaluate certain aspects of our business combinations and related reporting units did not operate effectively

to identify all necessary adjustments made to the purchase price during the valuation process and the related goodwill balances recorded.

This includes controls around business combination accounting, specifically as it relates to the valuation of contingent consideration

as part of the purchase price underlying the business combinations, as well as the identification of reporting units.

Information and Technology Controls:

Certain individual control deficiencies related to information technology (“IT”) general controls and report reviews aggregate into a material weakness, as follows:

Certain process-level and IT-dependent controls over user access to IT programs and applications, specifically utilized for hosting services and file storage, were not effective.

Controls relating to the evaluation of service organization controls reports were not performed over certain third-party service providers to cover the entire fiscal year.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis

These material weaknesses did not result

in any identified material misstatements to the financial statements, and there were no changes to previously released financial results.

Based on these material weaknesses, management concluded that at September 30, 2021, internal control over financial reporting was not

Our independent registered public accounting

firm, MaloneBailey, LLP has issued an adverse audit report on the effectiveness of internal control over financial reporting as of September

30, 2021, which appears on page F-2.

Following identification of the material weaknesses

and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended September 30, 2021.

on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance

Our CEO and CFO has certified that, based on their knowledge, the financial statements, and other financial information

included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of CleanSpark

as of, and for, the periods presented in this Form 10-K.

MaloneBailey, LLP has issued an unqualified opinion on our financial statements,

which appears on page F-1.

Management has been implementing and continues to

implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these

controls are designed, implemented, and operating effectively.

The remediation actions include the following:

· additional qualified staff were

appointed during the year-ended September 30, 2021 and subsequent to year-end to ensure appropriate reviews occur

· the implementation of additional

monitoring of controls to improve documentation of internal control procedures

· expanding the management and

governance over IT system controls;

· implementing enhanced process

controls around internal user access management including provisioning, removal, and periodic review

We believe that these actions will remediate the material weaknesses,

once management has performed its assessment of our internal controls over financial reporting including the remedial measures described

The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time

and management has concluded, through testing, that these controls are operating effectively.

We expect that the remediation of these

material weaknesses will be completed prior to the end of fiscal year 2022.

IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the material weaknesses identified

during the quarter, as of September 30, 2021, and except for the remedial measures described above, there have been no other changes in

our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the

fourth quarter of fiscal year 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this Annual Report on Form 10-K, our management conducted an assessment of the effectiveness of our internal controls over financial reporting as of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)).

Based on that assessment, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective.

Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting include policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and participation of our management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation under the criteria established in Internal Control –

Integrated Framework, our management concluded that our internal control over financial reporting was effective as of September 30, 2022.

This Annual Report does not include an attestation report by MaloneBailey, LLP, our independent registered public accounting firm, regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal year 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

INHERENT LIMITATIONS ON INTERNAL CONTROLS

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have

been detected.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Item 10 –

Directors, Executive Officers, and Corporate Governance

required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities

and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Item 11 –

Executive Compensation

information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Item 12 –

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

The information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Item 13 –

Certain Relationships and Related Transactions, and Director Independence

information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Item 14 –

Principal Accounting Fees and Services

information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

Exhibits and Financial Statement Schedules

Financial Statements.

The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning

The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning on page F-2.

Financial Statement Schedules.

Schedules are not submitted because they are not applicable or not required under Regulation S-X or because

the required information is included in the financial statements or notes thereto.

Schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.

Exhibits required to be filed by Item 601 of Regulation S-K.

The information called for by this Item is incorporated by reference from

the Index to Exhibits included in this Annual Report on Form 10-K.

and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019

Purchase Agreement by and between p2klabs, Inc., Amer Tadayon and the Company, dated January 31, 2020

and Plan of Merger, dated as of December 9, 2020, by and among CleanSpark, Inc., ATL Data Centers LLC, CLSK Merger Sub, LLC and the

of Incorporation, dated October 9, 1987

to Articles of Incorporation, dated October 9, 1987

dated October 15, 1987

Bylaws, dated February 5, 2013

of Change, dated February 26, 2013

of Merger, dated November 14, 2021

of Amendment, dated April 15, 2015

of Designation, dated April 15, 2015

of Change, dated May 6, 2015

of Merger, dated October 31, 2016

of Designation, dated April 16, 2019

of Amendment to Articles of Incorporation, dated August 9, 2019

to Certificate of Designation, dated October 9, 2019

of Change, dated December 4, 2019

of Withdrawal of Series B Preferred Stock Certificate of Designation, dated March 10, 2020

of Amendment to Articles of Incorporation of CleanSpark, Inc., dated October 2, 2020

of Amendment to Articles of Incorporation of CleanSpark, Inc., dated March 16, 2021 .

Amended and Restated Articles of Incorporation of CleanSpark, Inc., dated September 17, 2021

Amended and Restated Bylaws of CleanSpark, Inc., 2017 Incentive Plan, dated September 17, 2021

of Senior Secured Redeemable Convertible Debenture, dated December 31, 2018 issued to the Investor

of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor

of Senior Secured Redeemable Convertible Promissory Note, dated April 17, 2019, issued to the Investor

of Common Stock Purchase Warrant, dated December 31, 2018, issued to the Investor

The information called for by this Item is incorporated by reference from the Index to Exhibits included in this Annual Report on Form 10-K.

Exhibit Description

Exhibit Filing Date

Filed Herewith

Agreement and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019

January 24, 2019

Agreement and Plan of Merger, dated as of December 9, 2020, by and among CleanSpark, Inc., ATL Data Centers LLC, CLSK Merger Sub, LLC and the Sellers

December 10, 2020

Articles of Incorporation, dated October 9, 1987

November 17, 2008

Amendment to Articles of Incorporation, dated October 9, 1987

November 17, 2008

Bylaws, dated October 15, 1987

November 17, 2008

Amended Bylaws, dated February 5, 2013

February 12, 2013

Certificate of Change, dated February 26, 2013

February 26, 2013

Article of Merger, dated November 14, 2021

December 1, 2014

Certificate of Amendment, dated April 15, 2015

April 16, 2015

Certificate of Designation, dated April 15, 2015

April 16, 2015

Certificate of Change, dated May 6, 2015

Article of Merger, dated October 31, 2016

November 14, 2016

Certificate of Designation, dated April 16, 2019

April 18, 2019

Certificate of Amendment to Articles of Incorporation, dated August 9, 2019

July 12, 2019

Amendment to Certificate of Designation, dated October 9, 2019

October 9, 2019

Certificate of Change, dated December 4, 2019

December 10, 2019

Certificate of Withdrawal of Series B Preferred Stock Certificate of Designation, dated March 10, 2020

March 10, 2020

Certificate of Amendment to Articles of Incorporation of CleanSpark, Inc., dated October 2, 2020

July 28, 2020

Certificate of Amendment to Articles of Incorporation of CleanSpark, Inc., dated March 16, 2021 .

March 18, 2021

First Amended and Restated Articles of Incorporation of CleanSpark, Inc., dated September 17, 2021

September 17, 2021

First Amended and Restated Bylaws of CleanSpark, Inc., 2017 Incentive Plan, dated September 17, 2021

September 17, 2021

Description of Registered Securities

CleanSpark, Inc.

2017 Equity Incentive Plan

of Securities Purchase Agreement, dated December 31, 2018, between CleanSpark Inc.

and the Investor

of IP Security Agreement, dated December 31, 2018, between CleanSpark, Inc.

and the Investor

Non-Competition

and Non-Solicitation Agreement, dated January 22, 2019

Agreement, dated January 22, 2019

Manufacturing Agreement, dated January 22, 2019

of Purchase Agreement, dated April 17, 2019, between the Company and the Investor

Security Agreement dated April 17, 2019

of Understanding, dated as of November 5, 2019

Purchase Agreement, dated as of November 6, 2019

Agreement, dated January 31, 2020

to Transaction Documents, dated as of March 10, 2020

Amendment to Transaction Documents, dated as of March 13, 2020

Venture Agreement, dated as of April 6, 2020

Amendment to Transaction Documents, dated as of May 1, 2020

Note, dated as of May 7, 2020

Amendment to CleanSpark, Inc.

June 19, 2017

Non-Competition and Non-Solicitation Agreement, dated January 22, 2019

January 24, 2019

Indemnity Agreement, dated January 22, 2019

January 24, 2019

Contract Manufacturing Agreement, dated January 22, 2019

January 24, 2019

Memorandum of Understanding, dated as of November 5, 2019

November 12, 2019

Securities Purchase Agreement, dated as of November 6, 2019

November 12, 2019

Promissory Note, dated as of May 7, 2020

First Amendment to CleanSpark, Inc.

2017 Equity Incentive Plan, dated as of October 7, 2020

of Securities Purchase Agreement, dated July 20, 2020

Partner Agreement, by and between the Company and Sunshine Energy Corp., dated August 6, 2020

Interest Purchase Agreement, dated as of August 31, 2010, by and between the Company, GridFabric, LLC and its sole member, DuPont

Hale Holdings, LLC

Agreement, entered into by and between CleanSpark, Inc.

July 28, 2020

Employment Agreement, entered into by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

and Lori Love, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

and Amanda Kabak, dated October 26, 2020

and Restated Employment Agreement, entered into by and between CleanSpark, Inc.

and Amer Tadayon, dated October 26, 2020

Agreement, entered into by and between CleanSpark, Inc.

October 28, 2020

Employment Agreement, entered into by and between CleanSpark, Inc.

Matthew Schultz, dated October 26, 2020

and Plan of Merger, dated as of February 23, 2021, by and among CleanSpark, Inc., CLSK SWS Merger Sub, Inc., Solar Watt Solutions,

Inc., and the Sellers.

Price Sales and Purchase Agreement between CleanSpark, Inc.

October 28, 2020

Agreement and Plan of Merger, dated as of February 23, 2021, by and among CleanSpark, Inc., CLSK SWS Merger Sub, Inc., Solar Watt Solutions, Inc., and the Sellers.

February 24, 2021

Non-Fixed Price Sales and Purchase Agreement between CleanSpark, Inc.

and Bitmain Technologies Limited, dated April 14, 2021

of Hardware Purchase & Sales Agreement

of Future Sales Agreement

of Agreement for Sale of Equipment

to Employment Agreement by and between CleanSpark, Inc.

Form of Hardware Purchase & Sales Agreement

Form of Future Sales Agreement

Form of Agreement for Sale of Equipment

Amendment to Employment Agreement by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated April 16, 2021

to Employment Agreement by and between CleanSpark, Inc.

and Lori Love, dated April 16, 2021

to Employment Agreement by and between CleanSpark, Inc.

Amendment to Employment Agreement by and between CleanSpark, Inc.

Matthew Schultz, dated April 16, 2021

the Market Offering Agreement, dated June 3, 2021, between CleanSpark, Inc.

At the Market Offering Agreement, dated June 3, 2021, between CleanSpark, Inc.

Wainwright & Co., LLC

to Amended and Restated Employment Agreement by and between CleanSpark, Inc.

and Amer Tadayon, dated June 9, 2021

by and between ATL Data Centers LLC and Arkhos Property Group Holdings, LLC dated June 5, 2020

Collection Mining Services Agreement, by and between CleanBlok, Inc.

Coinmint Collection Mining Services Agreement, by and between CleanBlok, Inc.

and Coinmint, LLC date July 8, 2021

Agreement, by and between CSRE Properties, LLC and MDRE-Norcross, LLC

Amendment to CleanSpark, Inc.

August 16, 2021

Second Amendment to CleanSpark, Inc.

2017 Incentive Plan, dated September 17, 2021

Services Agreement between CleanBlok, Inc.

September 17, 2021

Electrical Services Agreement between CleanBlok, Inc.

and Georgia Power Company, dated October 1, 2021

of Future Sales and Purchase Agreement

Agreement, by and between CleanSpark, Inc.

and ANC Corporate Center & Paseo Verde, LLC, dated August 26, 2021

of Subsidiaries

of MaloneBailey

Certification

of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

XBLR Instance Document

XBLR Taxonomy Extension

Schema Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension Label

Linkbase Document

XBRL Taxonomy Extension

Presentation Linkbase Document

XBRL Taxonomy Extension

Definition Linkbase Document

Page Interactive Data File

(formatted as Inline XBRL and contained

in Exhibit 101 attachments)

* These certifications

are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.

and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference

into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in

related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any

filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference

in such filing or document.

management contract or compensatory plan.

of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

the requirements of Section 13 or 15(d) 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.

Zachary Bradford

Executive Officer, Principal Executive Officer and Director

December 14, 2021

Financial Officer, Principal Financial Officer, Principal Accounting Officer

Form of Future Sales and Purchase Agreement

December 14, 2021

the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Lease Agreement, by and between CleanSpark, Inc.

and ANC Corporate

December 14, 2021

Center & Paseo Verde, LLC, dated August 26, 2021

Employment Agreement with Chief Financial Officer dated December 15, 2021

February 9, 2022

Master Equipment Financing Agreement by and between CleanSpark, Inc.

and Trinity Capital Inc.

dated as of April 22, 2022

April 26, 2022

Form of Equipment Financing Schedule by and between CleanSpark, Inc.

and Trinity Capital Inc.

April 26, 2022

Hosting Agreement by and between CleanSpark, Inc.

and Lancium LLC, dated as of March 29, 2022

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

August 10, 2022

Equipment Purchase and Sale Agreement by and between CleanSpark DW, LLC and WAHA Technologies, Inc., dated as of August 5, 2022

August 10, 2022

First Amendment to Purchase and Sale Agreement by and between CSRE Properties Washington, LLC and SPRE Commercial Group, Inc.

f/k/a WAHA, Inc., dated as of August 17, 2022

August 23, 2022

Sales and Purchase Agreement entered into by and between the CleanSpark, Inc.

and Crypt Solutions, Inc.

on September 1, 2022

September 7, 2022

Purchase and Sale Agreement, dated as of September 8, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc.

and the Company

September 9, 2022

Equipment Purchase and Sale Agreement, dated as of September 8, 2022, by and among CleanSpark GLP, LLC, Cosmos Infrastructure, LLC and Mawson Infrastructure Group, Inc.

September 9, 2022

Form of Restricted Stock Unit Award Agreement

September 14, 2022

Form of Performance-Based Stock Unit Award Agreement

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

and Zachary K.

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

Matthew Schultz.

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

and Gary Vecchiarelli.

September 14, 2022

First Amendment to Purchase and Sale Agreement, dated as of October 3, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc.

and the Company.

October 11, 2022

Secured Promissory Note of CSRE Properties Sandersville, LLC dated October 5, 2022.

October 11, 2022

Amendment No.

1 to the At the Market Offering Agreement, dated December 14, 2022, between CleanSpark, Inc.

Wainwright & Co., LLC

December 14, 2022

List of Subsidiaries

Consent of Malone Bailey, LLP

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBLR Instance Document

Inline XBLR Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Interactive Data File

(formatted as Inline XBRL and contained in Exhibit 101

* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.

Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

** The XBRL related information in Exhibit 101 shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

+ Indicates management contract or compensatory plan.

Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) 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.

CLEANSPARK, INC.

/s/ Zachary K.Bradford

Chief Executive Officer, Principal Executive Officer and Director

December 14, 2022

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

December 14, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Zachary Bradford

Zachary Bradford

Executive Officer, Principal Executive Officer and Director

Financial Officer, Principal Financial Officer, Principal Accounting Officer

Chief Executive Officer, Principal Executive Officer and Director

December 14, 2022

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

December 14, 2022

Matthew Schultz

Chairman and Chairman of the Board

Executive Chairman and Chairman of the Board

December 14, 2022

/s/ Larry McNeill

Larry McNeill

December 14, 2022

/s/ Roger Beynon

December 14, 2022

/s/ Amanda Cavaleri

Amanda Cavaleri

December 14, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures