CleanSpark Inc. filed SEC Form 8-K: Other Events, Regulation FD Disclosure, 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 8.01 Other Events.

On November 10, 2025, the Company issued a press release announcing its intention to offer (the “Convertible Notes Offering”), subject to market conditions and other factors, $1 billion aggregate principal amount of its convertible senior notes due 2032 to the initial purchasers for resale in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to grant to the initial purchasers of the notes an option to purchase, within a thirteen-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200 million aggregate principal amount of the notes.

A copy of the press release announcing the Convertible Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 8.01 of this Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful under the securities laws of any such state or jurisdiction.

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, CleanSpark, Inc. (the “Company”) provided the following information in a preliminary offering memorandum related to the Convertible Notes Offering (defined herein) described in Item 8.01 below.

“Subsequent to June 30, 2025, the Company determined to accrue for a $59 million liability for additional miner acquisition costs and indirect tax exposure relating to state use taxes and related statutory interest and standard penalties liability.”

The information contained in Item 7.01 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Cautionary Note Regarding Forward-Looking Statements.

Statements in this Current Report on Form 8-K and the exhibit attached hereto contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements about uncertainties related to market conditions and the completion of the Convertible Notes Offering on the anticipated terms or at all. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of the Company’s management and are inherently subject to a number of factors, risks, uncertainties, and assumptions and their potential effects. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this Current Report on Form 8-K may be found in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K and in the Company’s filings with the SEC, including the risks, uncertainties, and other factors discussed under the sections entitled “Risk Factors” and “Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024, March 31, 2025 and June 30, 2025, the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2025, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. Forward-looking statements contained herein are made only as to the date of this Current Report on Form 8-K, and the Company assumes no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

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.