CLEANSPARK, INC. 10-Q

Item 5. Other Information Our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) may at times enter into prearranged trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). On June 12, 2024 , S. Matthew Schultz , our Executive Chairman , terminated his previously adopted 10b5-1 Plan. Mr. Schultz’s 10b5-1 Plan was entered into on December 21, 2023, was set to expire on December 21, 2024 , and provided for the potential sale of (i) shares of our common stock solely to satisfy the tax withholding obligations of the Company arising from the vesting of restricted stock units previously granted to Mr. Schultz under the CleanSpark, Inc. 2017 Incentive Plan, as amended (the “Plan”), and (ii) up to 1,286,000 shares of our common stock so long as the market price of our common stock was higher than certain minimum threshold prices specified in the 10b5-1 Plan. On June 13, 2024 , Zachary Bradford , our Chief Executive Officer and President , terminated his previously adopted 10b5-1 Plan. Mr. Bradford’s 10b5-1 Plan was entered into on December 22, 2023, was set to expire on September 12, 2025 , and provided for the potential sale of (i) shares of our common stock solely to satisfy the tax withholding obligations of the Company arising from the vesting of restricted stock units previously granted to Mr. Bradford under the Plan, and (ii) up to 1,464,000 shares of our common stock so long as the market price of our common stock was higher than certain minimum threshold prices specified in the 10b5-1 Plan. Bitmain Purchase Contract On August 7, 2024, the Company entered into a Future Sales and Purchase Agreement (the " FSPA Agreement") with Bitmain Technologies Delaware Limited ("Bitmain") for the purchase of bitcoin mining hardware. The Agreement provides for the purchase of 26,000 units of S21 XP Immersion servers with a total rated hashrate of 7,800,000 terahashes at a total purchase price of $167,700, representing $21.5 per terahash. The S21 XP Immersion servers feature a rated hashrate of 300 terahashes per unit, a rated power consumption of 4,050 watts per unit, and a joules per terahash (J/T) value of 13.5. 24 The FSPA Agreement also grants the Company a call option to purchase additional units of S21 XP Immersion servers (the "Forward Deliverables") with a maximum rated hashrate of 15,000,000 terahashes at a total purchase price of $322,500, representing $21.5 per terahash. The call option is exercisable from the date of the Agreement until July 26, 2025. To secure this option, the Company will pay a nonrefundable call purchase fee of $32,250, which is 10% of the total potential purchase price for the Forward Deliverables. The initial 26,000 units are scheduled to be delivered in two batches of 13,000 units each in October and November 2024. If the call option is exercised, the Forward Deliverables would be delivered between October 2024 and October 2025. The foregoing description of the FSPA Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the FSPA Agreement, a copy of which is filed as Exhibit 10.13 hereto and incorporated by reference herein. Line of Credit Agreement - Coinbase On August 7, 2024, the Company signed a Master Loan Agreement (the “Master Loan”) with Coinbase Credit, Inc. (the “Lender”) for a line of credit in which the Lender will lend the Company certain digital assets or cash. The Company expects to utilize the line of credit to borrow USD collateralized with bitcoin. The foregoing description of the Master Loan is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Loan, a copy of which is filed as Exhibit 10.14 hereto and incorporated by reference herein. Item 6. Exhibits Incorporated by Reference Filed/ Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Furnished Herewith 2.1† Agreement and Plan of Merger, dated June 26, 2024, by and among CleanSpark, Inc., Tron Merger Sub, Inc. and GRIID Infrastructure Inc 8-K 001-39187 2.1 06/27/2024 3.1 Conformed Copy of Amended and Restated Articles of Incorporation of CleanSpark, Inc., as amended through March 8, 2023 S-8 333-271178 4.1 04/06/2023 3.2 First Amended and Restated Bylaws of CleanSpark, Inc., dated September 17, 2021 8-K 001-39187 3.2 09/17/2021 10.1 Option Exercise Notice from CleanSpark, Inc. to Bitmain Technologies Delaware Limited on April 9, 2024 8-K 001-39187 10.2 04/12/2024 10.2 Supplemental Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on April 11, 2024 8-K 001-39187 10.1 04/12/2024 10.3 Employment Agreement by and between CleanSpark, Inc. and Scott Garrison, dated May 7, 2024. 8-K 001-39187 10.1 05/09/2024 10.4 Employment Agreement by and between CleanSpark, Inc. and Taylor Monnig, dated May 7, 2024. 8-K 001-39187 10.2 05/09/2024 10.5 Purchase and Sale Agreement, dated May 8, 2024 by and among CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC. 8-K 001-39187 10.1 05/09/2024 10.6 Purchase and Sale Agreement for Parcel 1, dated May 29, 2024 8-K 001-39187 10.1 05/31/2024 10.7 Purchase and Sale Agreement for Parcel 2, dated May 29, 2024 8-K 001-39187 10.2 05/31/2024 25 10.8 Asset Purchase Agreements, dated June 17, 2024 8-K 001-39187 10.1 06/20/2024 10.9† Credit Agreement, dated June 26, 2024, by and among CleanSpark, Inc., GRIID Infrastructure Inc., and the other loan parties from time to time party thereto 8-K 001-39187 10.1 06/27/2024 10.10 Form of Voting Agreement, dated June 26, 2024. 8-K 001-39187 10.2 06/27/2024 10.11† Colocation Mining Services Agreement, dated June 26, 2024, by and between CleanSpark, Inc. and GRIID Infrastructure Inc. 8-K 001-39187 10.3 06/27/2024 10.12† Amended and Restated Credit Agreement, dated August 2, 2024, by and among CleanSpark, Inc., GRIID Infrastructure Inc., and the other loan parties from time to time party thereto 8-K 001-39187 10.1 08/05/2024 10.13** Future Sales and Purchase Agreement with Bitmain Technologies Delaware Limited for the purchase of bitcoin mining hardware * 10.14** Master Loan Agreement dated August 7, 2024 between Coinbase Credit, Inc. and CleanSpark, Inc . * 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 ** 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 with embedded linkbases Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the SEC upon request. 26 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, 2024 By: /s/ Zachary K. Bradford Zachary K. Bradford Title: Chief Executive Officer (Principal Executive Officer) Date: August 9, 2024 By: /s/ Gary A. Vecchiarelli Gary A. Vecchiarelli Title: Chief Financial Officer (Principal Financial and Accounting Officer) 2