CleanSpark Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

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

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2025, the Board of Directors (the “Board”) of CleanSpark, Inc. (the “Company”) adopted and approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Second Amended and Restated Bylaws”) that became effective immediately. The amendments, among other things:

The foregoing description of the changes to the Company’s Amended and Restated Bylaws as set forth in the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.05 Amendments to the registrant’s code of ethics, or waiver of a provision of the code of ethics.

On September 26, 2025, the Board adopted an updated and revised code of business conduct and ethics (the “Code”). The Code applies to all directors, officers, and employees of the Company. The updates and revisions to the Code, among other things: clarify and revise provisions relating to compliance with laws, protection of proprietary information, conflicts of interest, international trade controls, sanctions, anti-money laundering and gifts, and also make other non-substantive administrative and stylistic changes. The amended Code is effective September 26, 2025, and does not result in any waiver with respect to any officer, director, employee or agent of the Company from any provision of the Code as in effect prior to the Board’s action to amend the Code.

The summary description of these updates and revisions to the Code set forth above is qualified in its entirety by reference to the full text of the Code, as amended, which is filed herewith as Exhibit 14.1 and can also be found on the Company’s corporate website at https://investors.cleanspark.com/governance/governance-documents/default.aspx. The contents on the Company’s website are not incorporated by reference in this report.

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.