Information Statement - All Other (definitive) (def 14c)
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
TO THE STOCKHOLDERS OF CLEANSPARK, INC.:
NOTICE IS HEREBY GIVEN that, on June 24, 2019, the holders of more than a majority of the voting power of CleanSpark, Inc., a Nevada corporation (“CleanSpark,” the “Company,” “we” or “us”), approved the following actions without a meeting of stockholders in accordance with the Nevada Revised Statutes:
· An amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized shares of common stock from 100,000,000 to 200,000,000; and
· An offering of the following securities and related definitive agreements (the “Financing Transaction”) as follows:
o a 7.5% Senior Secured Redeemable Convertible Promissory Note of the Corporation to An otherwise unaffiliated investor, in the aggregate principal amount of $10,750,000 (the “Debenture”);
o three year, cash-only warrants to purchase 2,300,000 shares of common stock, with an exercise price of $3.50 per share with respect to 2,000,000 warrant shares, $4.00 with respect to 100,000 warrant shares, $5.00 with respect to 100,000 warrant shares, $7.50 with respect to 50,000 warrant shares and $10.00 with respect to 50,000 warrant shares (the “Warrants”);
o 1,250,000 shares of common stock (the “Common Stock”); and
o 2,150 shares of Series B Preferred Stock (the “Preferred Stock”).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the actions will not be adopted until a date at least twenty (20) days after the date the definitive Information Statement has been mailed to our stockholders. This Information Statement is first mailed to you on or about July 12, 2019. We anticipate that the actions contemplated herein will be effected on or about the close of business on August 1, 2019.