UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): July 10, 2026 |
CleanSpark, Inc.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Nevada |
001-39187 |
87-0449945 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
10624 S. Eastern Ave. Suite A - 638 |
|
Henderson, Nevada |
|
89052 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (702) 989-7692 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share |
|
CLSK |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share |
|
CLSKW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 14, 2026, CleanSpark, Inc. (the “Company”) issued a press release announcing that it had entered into an infrastructure lease agreement (the “Lease”) with a leading global technology company with a high investment grade credit profile (the “Tenant”) and a related letter of intent and exclusivity arrangement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On July 10, 2026, the Company entered into the Lease with the Tenant. Under the Lease, the Tenant will lease data center infrastructure at the Company’s Sandersville, Georgia campus supporting 175 megawatts of critical information technology load.
The Lease is a triple net lease (meaning all costs, charges, indemnities and expenses of every kind and nature will be paid by the Tenant) with annual escalators and an initial term of 20 years. The Tenant has two options to extend the term for five years each.
The Lease requires the Company to satisfy specified financing, construction and delivery milestones and other covenants and conditions. Failure to timely satisfy applicable milestones may result in rent abatements or termination of the Lease.
In connection with the Lease, the Tenant also executed a letter of intent and exclusivity arrangement covering 718 acres of the Company’s Texas portfolio with up to 885 megawatts of secured and planned power capacity.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto duly authorized.
Date: July 14, 2026
|
|
|
|
|
|
|
CLEANSPARK, INC.
|
|
|
|
|
|
|
By: |
/s/ Gary A. Vecchiarelli |
|
|
|
Gary A. Vecchiarelli
President and Chief Financial Officer
|