UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-41163
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TERAWULF INC.
(Exact name of registrant as specified in its charter)
__________________________________________________
DE | 87-1909475 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
9 Federal Street | 21601 | |||||||
Easton | MD | |||||||
(Address of principal executive offices) | (State) | (Zip Code) | ||||||
(410) 770-9500 | ||
(Registrant’s telephone number, including area code) | ||
Securities registered pursuant to 12(b) of the Exchange Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Common Stock, par value $0.001 per share | WULF | The Nasdaq Capital Market | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ | ||||||||||
If an emerging growth company, indicate by checkmark 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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that are required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s second fiscal quarter, was approximately $1,300,536,223.
There were 383,137,722 shares of common stock outstanding as of February 26, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required for Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the 2025 annual meeting of stockholders.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of TeraWulf Inc. (the “Company”) for the period ended December 31, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025 (the “Original Form 10-K”). This Amendment is being filed for the sole purpose of revising the certifications contained in Exhibits 31.1 and 31.2 to add language regarding internal control over financial reporting in paragraph 4 of the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”), which was inadvertently omitted from the Section 302 Certifications attached to the Original Form 10-K.
This Amendment contains only the cover page, this explanatory note, the signature page and the revised Section 302 Certifications filed as Exhibits 31.1 and 31.2 to this Amendment. Because no financial statements have been included in this Amendment, paragraph 3 has been omitted from each of the revised Section 302 Certifications. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-K.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Exhibit Number | Description | ||||||||||
(3.4) | |||||||||||
(3.5) | |||||||||||
(3.6) | |||||||||||
4.1 | |||||||||||
(4.2) | |||||||||||
(4.3) | |||||||||||
(4.2) | |||||||||||
(4.3) | |||||||||||
(4.4) | |||||||||||
(4.5) | |||||||||||
(4.6) | |||||||||||
(4.7) | |||||||||||
Exhibit Number | Description | ||||||||||
(10.1)# | |||||||||||
(10.2)# | |||||||||||
(10.3)# | |||||||||||
(10.4)# | |||||||||||
(10.5)# | |||||||||||
(10.6)# | |||||||||||
(10.7)# | |||||||||||
(10.8)# | |||||||||||
(10.9)# | |||||||||||
(10.10)# | |||||||||||
(10.11)# | |||||||||||
Exhibit Number | Description | ||||||||||
(10.12) | |||||||||||
(10.13) | |||||||||||
(10.14) | |||||||||||
(10.15) | |||||||||||
(10.16) | |||||||||||
(10.17)# | |||||||||||
(10.18)# | |||||||||||
(10.19)# | Amendment, dated as of May 16, 2022, to that certain Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Kenneth J. Deane (incorporated by reference to Exhibit 10.5 of TeraWulf’s Quarterly Report on Form 10-Q (file no. 001-41163) filed with the SEC on May 16, 2022). | ||||||||||
(10.20) | |||||||||||
(10.21)† | |||||||||||
Exhibit Number | Description | ||||||||||
(10.22) | |||||||||||
(10.23) | |||||||||||
(10.24)† | |||||||||||
(10.25) | |||||||||||
(10.26) | |||||||||||
(10.27) | |||||||||||
(10.28) | |||||||||||
(10.29) | |||||||||||
10.30# | |||||||||||
(10.31) | |||||||||||
(10.32) | |||||||||||
(10.33) | |||||||||||
Exhibit Number | Description | ||||||||||
(10.34)# | |||||||||||
(10.35) | |||||||||||
(10.36) | |||||||||||
(10.37) | |||||||||||
(10.38) | |||||||||||
(16.1) | |||||||||||
(19.1) | |||||||||||
21.1 | |||||||||||
23.1 | |||||||||||
23.2 | |||||||||||
31.1* | |||||||||||
31.2* | |||||||||||
32.1 | |||||||||||
32.2 | |||||||||||
Exhibit Number | Description | ||||||||||
97.1 | |||||||||||
101 | Consolidated financial statements for the year ended December 31, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL); (i) Consolidated Balance Sheet as of December 31, 2024, (ii) Consolidated Statement of Operations for the Year Ended December 31, 2024, (iii) Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2024, (iv) Consolidated Statement of Cash Flows for the Year Ended December 31, 2024, and (v) Notes to Consolidated Financial Statements. | ||||||||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
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* | Revised Certification filed herewith. | ||||
( ) | Exhibits previously filed in the Company’s periodic filings as specifically noted. | ||||
# | Executive compensation plans and arrangements. | ||||
† | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. | ||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TERAWULF INC. (Registrant) | ||||||||
July 25, 2025 | By: | /s/ Paul B. Prager | ||||||
(Date) | Paul B. Prager (Chief Executive Officer and Chairman) (Principal Executive Officer) | |||||||