CLEANSPARK INC
For the period ended Sep 30, 2024. Filed Dec 3, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Dec 3, 2024
CLSK$6.57-4.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
Item 15. 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 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.
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.
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019 | 8-K | 000-53498 | 2.1 | January 24, 2019 | |
| 2.2 † | 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 | 8-K | 001-39187 | 2.1 | December 10, 2020 | |
| 2.3† | 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. | 8-K | 001-39187 | 10.1 | February 24, 2021 | |
| 2.4† | 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 | June 27, 2024 | |
| 3.1 | Conformed Copy of First Amended and Restated Articles of Incorporation of CleanSpark, Inc., as amended through October 28, 2024 | X | ||||
| 3.2 | First Amended and Restated Bylaws of CleanSpark, Inc., dated September 17, 2021 | 8-K | 001-39187 | 3.2 | September 17, 2021 | |
| 3.3 | First Amendment to First Amended and Restated Bylaws of CleanSpark, Inc., dated August 28, 2024 | 8-K | 001-39187 | 3.2 | August 30, 2024 | |
| 3.4 | Certificate of Designation of Series A Preferred Stock, dated April 15, 2015 | 8-K | 000-53498 | 3.2 | April 16, 2015 | |
| 3.5 | Certificate of Amendment to Certificate of Designation of Series A Preferred Stock, dated October 9, 2019 | 8-K | 000-53498 | 3.1 | October 9, 2019 | |
| 3.6 | Certificate of Designation of Series X Preferred Stock, dated August 30, 2024 | 8-K | 001-39187 | 3.1 | August 30, 2024 | |
| 4.1 | Description of Registered Securities | X | ||||
| 4.2 | Amended and Restated Warrant Agreement, dated November 8, 2024, by and between CleanSpark, Inc. and Securities Transfer Corporation | 8-A | 001-39187 | 4.1 | November 8, 2024 | |
| 4.3 | Form of Warrant Certificate (included in Exhibit 4.2) | 8-A | 001-39187 | 4.2 | November 8, 2024 | |
| 10.1+ | CleanSpark, Inc. 2017 Equity Incentive Plan | S-8 | 333-218831 | 10.12 | June 19, 2017 | |
| 10.2 | Non-Competition and Non-Solicitation Agreement, dated January 22, 2019 | 8-K | 000-53498 | 10.2 | January 24, 2019 | |
| 10.3 | Indemnity Agreement, dated January 22, 2019 | 8-K | 000-53498 | 10.3 | January 24, 2019 | |
| 10.4 | Contract Manufacturing Agreement, dated January 22, 2019 | 8-K | 000-53498 | 10.4 | January 24, 2019 | |
| 10.5† | Memorandum of Understanding, dated as of November 5, 2019 | 8-K | 000-53498 | 10.1 | November 12, 2019 | |
| 10.6 | Securities Purchase Agreement, dated as of November 6, 2019 | 8-K | 000-53498 | 10.2 | November 12, 2019 | |
| 10.7 | Promissory Note, dated as of May 7, 2020 | 8-K | 001-39187 | 10.1 | May 20, 2020 | |
| 10.8+ | First Amendment to CleanSpark, Inc. 2017 Equity Incentive Plan, dated as of October 7, 2020 | DEF 14C | 000-53498 | Appendix B | July 28, 2020 | |
| 10.9+ | Employment Agreement, entered into by and between CleanSpark, Inc. and Zachary K. Bradford, dated October 26, 2020 | 8-K | 001-39187 | 10.1 | October 28, 2020 | |
| 10.10+ | Employment Agreement, entered into by and between CleanSpark, Inc. and S. Matthew Schultz, dated October 26, 2020 | 8-K | 001-39187 | 10.5 | October 28, 2020 |
| 10.11 | Non-Fixed Price Sales and Purchase Agreement between CleanSpark, Inc. and Bitmain Technologies Limited, dated April 14, 2021 | 10-Q | 001-39187 | 10.1 | May 6, 2021 |
| 10.12 | Form of Hardware Purchase & Sales Agreement | 10-Q | 001-39187 | 10.2 | May 6, 2021 |
| 10.13 | Form of Future Sales Agreement | 10-Q | 001-39187 | 10.3 | May 6, 2021 |
| 10.14 | Form of Agreement for Sale of Equipment | 10-Q | 001-39187 | 10.4 | May 6, 2021 |
| 10.15+ | Amendment to Employment Agreement by and between CleanSpark, Inc. and Zachary K. Bradford, dated April 16, 2021 | 10-Q | 001-39187 | 10.5 | May 6, 2021 |
| 10.16+ | Amendment to Employment Agreement by and between CleanSpark, Inc. and S. Matthew Schultz, dated April 16, 2021 | 10-Q | 001-39187 | 10.7 | May 6, 2021 |
| 10.17† | Coinmint Colocation Mining Services Agreement, by and between CleanBlok, Inc. and Coinmint, LLC, dated July 1, 2021 | 10-Q | 001-39187 | 10.11 | August 16, 2021 |
| 10.18+ | Second Amendment to CleanSpark, Inc. 2017 Incentive Plan, dated September 17, 2021 | 8-K | 001-39187 | 10.1 | September 17, 2021 |
| 10.19† | Electrical Services Agreement between CleanBlok, Inc. and Georgia Power Company, dated October 1, 2021 | 10-K | 001-39187 | 10.40 | December 14, 2021 |
| 10.20 | Form of Future Sales and Purchase Agreement | 10-K | 001-39187 | 10.41 | December 14, 2021 |
| 10.21 | Lease Agreement, by and between CleanSpark, Inc. and ANC Corporate Center & Paseo Verde, LLC, dated August 26, 2021 | 10-K | 001-39187 | 10.42 | December 14, 2021 |
| 10.22+ | Employment Agreement with Chief Financial Officer dated December 15, 2021 | 10-Q | 001-39187 | 10.3 | February 9, 2022 |
| 10.23 | 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 | April 26, 2022 |
| 10.24 | Form of Equipment Financing Schedule by and between CleanSpark, Inc. and Trinity Capital Inc. | 8-K | 001-39187 | 10.2 | April 26, 2022 |
| 10.25 | Hosting Agreement by and between CleanSpark, Inc. and Lancium LLC, dated as of March 29, 2022 | 10-Q | 001-39187 | 10.3 | May 10, 2022 |
| 10.26 | 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-Q | 001-39187 | 10.3 | August 10, 2022 |
| 10.27 | Equipment Purchase and Sale Agreement by and between CleanSpark DW, LLC and WAHA Technologies, Inc., dated as of August 5, 2022 | 10-Q | 001-39187 | 10.4 | August 10, 2022 |
| 10.28 | 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 | 8-K | 001-39187 | 10.1 | August 23, 2022 |
| 10.29 | Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Crypt Solutions, Inc. on September 1, 2022 | 8-K | 001-39187 | 10.1 | September 7, 2022 |
| 10.30† | 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 | 8-K | 001-39187 | 10.1 | September 9, 2022 |
| 10.31† | 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. | 8-K | 001-39187 | 10.2 | September 9, 2022 |
| 10.32+ | Form of Restricted Stock Unit Award Agreement | 8-K | 001-39187 | 10.4 | September 14, 2022 |
| 10.33+ | Form of Performance-Based Stock Unit Award Agreement | 8-K | 001-39187 | 10.5 | September 14, 2022 |
| 10.34+ | Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc. and Zachary K. Bradford. | 8-K | 001-39187 | 10.1 | September 14, 2022 |
| 10.35+ | Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc. and S. Matthew Schultz. | 8-K | 001-39187 | 10.2 | September 14, 2022 |
| 10.36+ | Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc. and Gary Vecchiarelli. | 8-K | 001-39187 | 10.3 | September 14, 2022 |
| 10.37 | 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. | 8-K | 001-39187 | 10.3 | October 11, 2022 |
| 10.38 | Secured Promissory Note of CSRE Properties Sandersville, LLC dated October 5, 2022. | 8-K | 001-39187 | 10.4 | October 11, 2022 |
| 10.39 | Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Crypt Solutions, Inc. on February 15, 2023 | 8-K | 001-39187 | 10.1 | February 16, 2023 |
| 10.40+ | Amendment to 2017 Incentive Plan, dated March 8, 2023 | 8-K | 001-39187 | 10.1 | March 9, 2023 |
| 10.41 | Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on April 6, 2023 | 8-K | 001-39187 | 10.1 | April 11, 2023 |
| 10.42 | Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on May 26, 2023 | 8-K | 001-39187 | 10.1 | June 1, 2023 |
| 10.43 | Membership Interest Purchase Agreement, dated June 16, 2023, by and among Coinmaker Miners LLC, CleanSpark, Inc., Coinmaker Miners Limited and Makerstar Capital, Inc. | 8-K | 001-39187 | 10.1 | June 21, 2023 |
| 10.44 | Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and BITMAIN TECHNOLOGIES DELAWARE LIMITED on October 6, 2023 | 8-K | 001-39187 | 10.1 | October 11, 2023 |
| 10.45+ | Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and Zachary K. Bradford | 8-K | 001-39187 | 10.1 | October 27, 2023 |
| 10.46+ | Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and S. Matthew Schultz | 8-K | 001-39187 | 10.2 | October 27, 2023 |
| 10.47+ | Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc. and Gary Vecchiarelli | 8-K | 001-39187 | 10.3 | October 27, 2023 |
| 10.48 | At the Market Offering Agreement, dated January 5, 2024, by and between CleanSpark, Inc. and H.C. Wainwright & Co., LLC | S-3ASR | 333-276409 | 1.2 | January 5, 2024 |
| 10.49 | Future Sales and Purchase Agreement, dated January 6, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited | 8-K | 001-39187 | 10.1 | January 8, 2024 |
| 10.50 | Membership Interest Purchase Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Eyas Investment Group Limited | 8-K | 001-39187 | 10.1 | February 6, 2024 |
| 10.51 | Purchase and Sale Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. | 8-K | 001-39187 | 10.2 | February 6, 2024 |
| 10.52 | Construction Management Services Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. | 8-K | 001-39187 | 10.3 | February 6, 2024 |
| 10.53 | Purchase and Sale Agreement with MIPA Exhibit, dated February 5, 2024, by and between CSRE Properties Mississippi, LLC and Makerstar Capital, Inc. | 8-K | 001-39187 | 10.4 | February 6, 2024 |
| 10.54 | Amendment No. 1 to the At the Market Offering Agreement, dated March 28, 2024, by and between CleanSpark, Inc. and H.C. Wainwright & Co., LLC | 8-K | 001-39187 | 1.1 | March 28, 2024 |
| 10.55 | Supplemental Agreement to Future Sales and Purchase Agreement, dated April 8, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited | 8-K | 001-39187 | 10.1 | April 12, 2024 |
| 10.56 | Option Exercise Notice from CleanSpark, Inc. to Bitmain Technologies Delaware Limited, dated April 9, 2024 | 8-K | 001-39187 | 10.2 | April 12, 2024 |
| 10.57+ | Employment Agreement by and between CleanSpark, Inc. and Scott Garrison, dated May 7, 2024 | 8-K | 001-39187 | 10.1 | May 9, 2024 |
| 10.58+ | Employment Agreement by and between CleanSpark, Inc. and Taylor Monnig, dated May 7, 2024 | 8-K | 001-39187 | 10.2 | May 9, 2024 |
| 10.59 | Purchase and Sale Agreement, dated May 8, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC | 8-K | 001-39187 | 10.1 | May 9, 2024 |
| 10.60 | Purchase and Sale Agreement for Parcel 1, dated May 29, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC | 8-K | 001-39187 | 10.1 | May 31, 2024 |
| 10.61 | Purchase and Sale Agreement for Parcel 2, dated May 29, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC | 8-K | 001-39187 | 10.2 | May 31, 2024 |
| 10.62 | Asset Purchase Agreements, dated June 17, 2024 | 8-K | 001-39187 | 10.1 | June 20, 2024 |
| 10.63† | 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 | June 27, 2024 |
| 10.64 | Form of Voting Agreement, dated June 26, 2024 | 8-K | 001-39187 | 10.2 | June 27, 2024 |
| 10.65† | Colocation Mining Services Agreement, dated June 26, 2024, by and between CleanSpark, Inc. and GRIID Infrastructure Inc. | 8-K | 001-39187 | 10.3 | June 27, 2024 |
| 10.66† | 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 | August 5, 2024 |
| 10.67† | Future Sales and Purchase Agreement, dated August 4, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited | 10-Q | 001-39187 | 10.13 | August 9, 2024 |
| 10.68 | Master Loan Agreement, dated August 7, 2024, by and between Coinbase Credit, Inc. and CleanSpark, Inc. | 10-Q | 001-39187 | 10.14 | August 9, 2024 |
| 10.69 | Subscription and Investment Representation Agreement, dated August 30, 2024, by and between CleanSpark, Inc. and Thomas L. Wood | 8-K | 001-39187 | 10.1 | August 30, 2024 |
| 10.70† | Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC | 8-K | 001-39187 | 10.1 | September 11, 2024 |
| 10.71† | Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC | 8-K | 001-39187 | 10.2 | September 11, 2024 |
| 10.72† | Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC | 8-K | 001-39187 | 10.3 | September 11, 2024 |
| 10.73† | Real Estate Purchase and Sale Agreement, dated September 10, 2024, by and between US Farms & Mining, Inc. and CSRE Properties Tennessee, LLC | 8-K | 001-39187 | 10.4 | September 11, 2024 |
| 10.74† | Membership Interest Purchase Agreement, dated September 16, 2024, by and between Eyas Investment Group Limited and CSRE Properties Mississippi, LLC | 8-K | 001-39187 | 10.1 | September 17, 2024 |
| 10.75† | Real Estate Purchase and Sale Agreement, dated September 16, 2024, by and between Makerstar Capital, Inc. and CSRE Properties Mississippi, LLC | 8-K | 001-39187 | 10.2 | September 17, 2024 |
| 10.76† | Construction Management Services Agreement, dated September 16, 2024, by and between Beast Power, Inc. and CSRE Properties Mississippi, LLC | 8-K | 001-39187 | 10.3 | September 17, 2024 |
| 10.77+ | Employment Agreement by and between CleanSpark, Inc. and Brian Carson, dated October 1, 2024 | 8-K | 001-39187 | 10.1 | October 3, 2024 |
| 16.1 | Letter from MaloneBailey, LLP, dated July 3, 2024 | 8-K | 001-39187 | 16.1 | July 3, 2024 | |
| 19.1 | CleanSpark, Inc. Insider Trading Policy | X | ||||
| 21.1 | List of Subsidiaries | X | ||||
| 23.1 | Consent of Malone Bailey, LLP | X | ||||
| 23.2 | Consent of BDO USA, P.C. | X | ||||
| 31.1 | 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 | X | ||||
| 31.2 | 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 | X | ||||
| 32.1* | 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 | X | ||||
| 97.1 | CleanSpark, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy | 10-K | 001-39187 | 97.1 | December 1, 2023 | |
| 101 INS** | Inline XBLR Instance Document | |||||
| 101 SCH** | Inline XBLR Taxonomy Extension Schema Document | |||||
| 101 CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101 LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101 PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 101 DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 104** | Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101attachments) | |||||
- These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.
SIGNATURES
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.
| By: | /s/ Zachary K. Bradford |
|---|---|
| Zachary K. BradfordChief Executive Officer, Principal Executive Officer and Director | |
| December 3, 2024 |
| By: | /s/ Gary A. Vecchiarelli |
|---|---|
| Gary A. VecchiarelliChief Financial Officer, Principal Financial Officer | |
| December 3, 2024 |
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:
| By: | /s/ Zachary K. Bradford |
|---|---|
| Zachary K. BradfordChief Executive Officer, Principal Executive Officer and Director | |
| December 3, 2024 | |
| By: | /s/ Gary A. Vecchiarelli |
| Gary A. VecchiarelliChief Financial Officer, Principal Financial Officer | |
| December 3, 2024 |
| By: | /s/ Brian Carson |
|---|---|
| Brian CarsonChief Accounting Officer, Principal Accounting Officer | |
| December 3, 2024 |
| By: | /s/ S. Matthew Schultz |
|---|---|
| S. Matthew SchultzExecutive Chairman and Chairman of the Board | |
| December 3, 2024 |
| By: | /s/ Larry McNeill |
|---|---|
| Larry McNeillDirector | |
| December 3, 2024 |
| By: | /s/ Roger Beynon |
|---|---|
| Roger BeynonDirector | |
| December 3, 2024 |
| By: | /s/ Dr. Thomas Wood |
|---|---|
| Dr. Thomas WoodDirector | |
| December 3, 2024 |
| By: | /s/ Amanda Cavaleri |
|---|---|
| Amanda CavaleriDirector | |
| December 3, 2024 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.