UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CleanSpark,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
87-044945
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
70
North Main Street, Ste. 105
Bountiful,
Utah 84010
(Address
of Principal Executive Offices)
CleanSpark,
Inc. 2017 Incentive Plan
(Full
title of the plan)
Doney
Ventures, Inc.
4955
S. Durango Rd., Ste. 165
Las
Vegas, NV 89113
(Name
and address of agent for service)
702-982-5686
(Telephone
number, including area Code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated fi ler,” “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 (Do not check if a smaller reporting company) [ ]
Smaller
reporting company [X]
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 7(a)(2)(B) of the Securities Act.
[ ]
Calculation
of Registration Fee
|
Title
of
each
class of securities
to
be registered
|
Amount
to
be
registered
(1)
|
Proposed
maximum
offering
price
per
share
(2)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
Stock
$0.001
par value
|
3,000,000
|
$3.45
|
$10,350,000
|
$1,199.57
|
|
(1)
|
An
aggregate of 3,000,000 shares of Common Stock may be offered or issued pursuant to the CleanSpark, Inc. 2017 Equity Incentive
Plan (the “Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also covers an indeterminate number of shares of Common Stock
that may be offered or issued by reason of stock splits, stock dividends or similar transactions that become issuable
under the Plan.
|
|
(2)
|
Estimated
in accordance with Rule 457(c) promulgated under the Securities Act solely for the purpose of calculating the amount of the
registration fee on the basis of the average of the high and low price per share of the Registrant’s Common Stock as
reported on the OTCQB on June 13, 2017.
|
|
|
|
This
registration statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
Table
of Contents
|
PART
I
|
|
|
PART
II
|
|
|
|
Item
3. Incorporation of Documents by Reference.
|
|
|
|
Item
4. Description of Securities.
|
|
|
|
Item
5. Interests of Named Experts and Counsel.
|
|
|
|
Item
6. Indemnification of Directors and Officers.
|
|
|
|
Item
7. Exemption from Registration Claimed.
|
|
|
|
Item
8. Exhibits.
|
|
|
|
Item
9. Undertakings.
|
|
|
Signatures
|
|
|
|
|
PART
I
Information
Required in the Section 10(A) Prospectus
The
documents containing the information specified in Part I will be sent or given to participants in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions of
Part I of Form S-8, these documents will not be filed with the Securities and Exchange Commission (the “SEC”) either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus as required by Section 10(a) of the Securities Act.
All
requests should be directed to:
CleanSpark,
Inc.
70
North Main Street, Ste. 105
Bountiful,
Utah 84010
Attention:
S. Matthew Schultz
Chief
Executive Officer
Or
by calling:
801-244-4405
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation of Documents by Reference
.
The
SEC allows us to “incorporate by reference” into this Prospectus the information that we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. Information incorporated by reference is
part of this prospectus. Information that we file at a future date with the SEC will update and supersede this information. For
further information about the Company and our common stock, please read the documents incorporated by reference below.
The
following documents filed by us with the SEC are incorporated by reference in this registration statement:
|
|
•
|
Our
Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed with the
SEC on December 30, 2016;
|
|
|
•
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC
on May 11, 2017;
|
|
|
•
|
Our
Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, filed with the
SEC on February 14, 2017; and
|
|
|
•
|
Our
Form 8-K filed with the SEC on February 28, 2017.
|
Except
to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents subsequently
filed by the registrant under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this registration
statement and prior to the termination of this offering of common stock shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of those documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement.
You
may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference
in such filings, at no cost, by writing or telephoning us at the address or telephone number listed in Part I.
Item
4. Description of Securities.
Our
authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000
shares of preferred stock, with a par value of $0.001 per share. As of June 6, 2017, there were 33,126,971 shares of our common
stock issued and outstanding and 1,000,000 shares of our Series A Preferred Stock issued and outstanding.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election
of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect
to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be
voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes
entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting
rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital
stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation
do not provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the
holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board
of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon
liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets
available for distribution to such holders.
In
the event of any merger or consolidation with or into another company in connection with which shares of our common stock are
converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock
will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders
of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our
common stock.
Preferred
Stock
Our
board of directors is authorized by our articles of incorporation to divide the authorized shares of our preferred stock into
one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the
shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our
articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of
the shares of any series of preferred stock including, but not limited to, the following:
|
|
1.
|
The
number of shares constituting that series and the distinctive designation of that series,
which may be by distinguishing number, letter or title;
|
|
|
2.
|
The
dividend rate on the shares of that series, whether dividends will be cumulative, and
if so, from which date(s), and the relative rights of priority, if any, of payment of
dividends on shares of that series;
|
|
|
3.
|
Whether
that series will have voting rights, in addition to the voting rights provided by law,
and, if so, the terms of such voting rights;
|
|
|
4.
|
Whether
that series will have conversion privileges, and, if so, the terms and conditions of
such conversion, including provision for adjustment of the conversion rate in such events
as the Board of Directors determines;
|
|
|
5.
|
Whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions
of such redemption, including the date or date upon or after which they are redeemable,
and the amount per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
|
|
|
6.
|
Whether
that series will have a sinking fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such sinking fund;
|
|
|
7.
|
The
rights of the shares of that series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the relative rights of priority, if
any, of payment of shares of that series;
|
|
|
8.
|
Any
other relative rights, preferences and limitations of that series
|
Series
A Preferred Stock
On
April 15, 2015, pursuant to Article IV of our Articles of Incorporation, the Company’s Board of Directors voted to designate
a class of preferred stock entitled Series A Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001.
Under the Certificate of Designation, holders of Series A Preferred Stock will be entitled to quarterly dividends on 2% of our
earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The holders will also have
a liquidation preference on the stated value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further
entitled to have the Company redeem their Series A Preferred Stock for three shares of common stock in the event of a change of
control and they are entitled to vote together with the holders of the Company’s common stock on all matters submitted to
shareholders at a rate of forty-five (45) votes for each share held.
Provisions
in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our
articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank
check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares
of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations
imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of
shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and
relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following:
dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions;
redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred
stock.
In
each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred
stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by
means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance
of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of
holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the
issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect
the market price of the common stock.
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Nevada
Anti-Takeover Laws
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain
Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections
do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules
of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that
are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because
of these conditions, the statute currently does not apply to our company.
Item
5. Interests of Named Experts and Counsel.
No
expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest,
direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or
any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Item
6. Indemnification of Directors and Officers.
The
statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of
the registrant are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows:
Section
78.751 of the Nevada Revised Statutes provides that each corporation shall have the following powers regarding indemnification:
1)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a
presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation
or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity such expenses as the court deems proper.
3)
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
4)
Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:
a)
By the stockholders;
b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
c)
If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent
legal counsel, in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
d)
The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
5)
The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise,
for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the cause of action.
b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, filed
with the Securities and Exchange Commission on November 17, 2008.
|
|
3.2
|
Amendment
to Articles of Incorporation, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form
10-12G, filed with the Securities and Exchange Commission on November 17, 2008.
|
|
3.3
|
Bylaws,
incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10-12G, filed with the Securities
and Exchange Commission on November 17, 2008.
|
|
3.4
|
Amended
Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 12, 2013.
|
|
3.5
|
Certificate
of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 26, 2013.
|
|
3.6
|
Articles
of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on December 1, 2014.
|
|
3.7
|
Certificate
of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on November 12, 2015.
|
|
3.8
|
Certificate
of Amendment and Certificate of Designation, incorporated by reference to Exhibits 3.1 and 3.2 to the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2015.
|
|
3.9
|
Certificate
of Change, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on May 13, 2015.
|
|
3.10
|
Articles
of Merger, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on November 14, 2016.
|
|
4.1
|
Promissory
Note, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 3, 2014.
|
|
4.2
|
Promissory
Note, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 3, 2014.
|
|
4.3
|
Warrant,
incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 17, 2015.
|
|
5.1
|
Opinion of the Doney Law Firm regarding the legality of the securities being registered *
|
|
10.1
|
Debt
Settlement Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 3, 2014.
|
|
10.2
|
Asset
and Intellectual Property Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K/A, filed with the Securities and Exchange Commission on April 10, 2014.
|
|
10.3
|
Debt
Settlement Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 6, 2014.
|
|
10.4
|
Services
Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on December 11, 2014.
|
|
10.5
|
Debt
Settlement Agreements, incorporated by reference to Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on January 6, 2015.
|
|
10.6
|
Consulting
Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on January 19, 2016.
|
|
10.7
|
Stock
Purchase Agreement and Assignment, incorporated by reference to Exhibits 2.1 and 2.2 to the Company’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2016.
|
|
10.8
|
Agreement
for Secretary, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 9, 2016.
|
|
10.9
|
Asset
Purchase Agreement, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on July 7, 2016.
|
|
10.10
|
Amendment
No. 1 to Asset Purchase Agreement, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form
8-K, filed with the Securities and Exchange Commission on July 22, 2016.
|
|
10.11
|
Amendment
No. 2 to Asset Purchase Agreement, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form
8-K, filed with the Securities and Exchange Commission on August 22, 2016.
|
|
10.12
|
CleanSpark, Inc. 2017 Incentive Plan
*
|
|
23.1
|
Consent of AMC Auditing*
|
|
99.1
|
Financial
Statements and Pro Formas, incorporated by reference to Exhibits 99.2-99.4 to the Company’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 19, 2016.
|
|
*
|
Filed
herewith
|
|
|
|
|
|
|
Item
9. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement
to:
(i)
include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)
reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii)
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
For purposes of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the Registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration or made in
a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any
such document immediately prior to such date of first use.
(5)
That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 24 above, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on June 19, 2017.
CLEANSPARK,
INC.
|
By:
|
/s/
S. Matthew Schultz
|
|
|
S. Matthew Schultz
|
|
Title:
|
President, Chief Executive
Officer, Principal Executive Officer and Director
|
|
By:
|
/s/
Zachary Bradford
|
|
|
Zachary Bradford
|
|
Title:
|
Chief Financial Officer,
Principal Financial Officer, Principal Accounting Officer and Director
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints S. Matthew Schultz
as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
and on the dates stated.
|
By:
|
/s/
S. Matthew Schultz
|
|
|
S Matthew Schultz
|
|
Title:
|
Chief Executive Officer,
Principal Executive Officer and Director
|
|
By:
|
/s/
Zachary Bradford
|
|
|
Zachary Bradford
|
|
Title:
|
President, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and Director
|
|
By:
|
/s/
Larry R. McNeill
|
|
|
Larry R. McNeill
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Bryan Huber
|
|
|
Bryan Huber
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Bruce L. Lybbert
|
|
|
Bruce L. Lybbert
|
|
Title:
|
Director
|
June
19, 2017