CleanSpark Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, 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 1.01 Entry into a Material Definitive Agreement.

On April 14, 2025, CleanSpark, Inc. (the “Company”) entered into an amended Master Loan Agreement (the “Agreement”) with Coinbase Credit, Inc. (the “Lender”) and Coinbase, Inc., as the lending service provider (together, the “Parties”), the original of which was executed on August 7, 2024. Under the Agreement, the Lender may extend digital asset or cash loans to the Company on terms to be specified in individual loan confirmations executed under the Agreement, enabling the Company to draw funds secured by Bitcoin to support operational activities and growth initiatives. Concurrent with entering into the Agreement, Lender increased the aggregate borrowing capacity available to the Company to $200 million.

General Nature of the Facility

The Agreement creates a framework under which the Company may borrow digital assets or cash from Lender from time to time. Each loan is documented in a separate confirmation that sets forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence.

Interest Rate

The Loan Fee Rate, effectively the interest rate on the borrowed amounts, is to be determined for each loan and is calculated on a daily basis at the annualized rate specified in each confirmation.

Maturity

Each loan may have a fixed term or be open (i.e., terminable on demand), as specified in its confirmation. In general, either party can terminate a loan by providing notice within the time frame set forth in the Agreement. Upon termination, the borrowed digital assets or cash must be returned, and the related collateral released.

Security for the Borrowings

Borrowings under the Agreement are secured by collateral in favor of the Lender. Collateral may include U.S. dollars, USDC stablecoin, Bitcoin, Ether, or other forms agreed upon by the Parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls and mark-to-market provisions set forth in the Agreement.

Financial Covenants

The Company must satisfy ongoing margin and collateral maintenance requirements. If the value of posted collateral falls below the margin threshold, the Company must promptly post additional collateral or repay a portion of the loan. Failure to maintain sufficient collateral can result in an event of default and remedies available to the Lender, including the right to liquidate pledged collateral.

The Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.

The foregoing is a summary of the material terms of the Agreement, and it is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On April 15, 2025, the Company announced the increase in the Coinbase line of credit as described in Item 1.01 of this Current Report on Form 8-K, and a change in its Bitcoin management strategies. The Company will begin using a portion of its monthly Bitcoin production to support operational expenditures and repayment of the credit extended under the Agreement. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

† Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

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.