CLSK 8-K: Resale prospectus covers up to 1,788,834 shares

Rhea-AI Filing Summary

CleanSpark, Inc. filed a prospectus supplement covering the resale of up to 1,788,834 shares of common stock by a stockholder. This administrative step allows the holder to sell shares from time to time under the company’s existing automatic shelf registration. The filing also includes a legal opinion from Holland & Hart LLP as Exhibit 5.1, with the related consent included within that exhibit.

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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

Date of Report (Date of earliest event reported): October 29, 2025

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada			001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada				89052
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 989-7692

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CLSK		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share		CLSKW		The Nasdaq Stock Market LLC

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 October 29, 2025, CleanSpark, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-276409), filed with the SEC on January 5, 2024 (the “Registration Statement”), covering the resale from time to time by a certain stockholder of up to an aggregate of 1,788,834 shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

A copy of the legal opinion of Holland & Hart LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Holland & Hart LLP
23.1	Consent of Holland & Hart LLP (included as part of Exhibit 5.1 hereto).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

			CLEANSPARK, INC.
Date:	October 29, 2025	By:	/s/ Leighton R. Koehler
			Leighton R. Koehler, General Counsel

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FAQ

What did CleanSpark (CLSK) announce in this 8-K?

The company filed a prospectus supplement covering the resale of up to 1,788,834 common shares by a stockholder.

How many shares are covered by the resale prospectus for CLSK?

Up to 1,788,834 shares of CleanSpark common stock.

What registration statement does the supplement relate to for CLSK?

It relates to CleanSpark’s Form S-3ASR automatic shelf registration (File No. 333-276409).

Does the filing include a legal opinion?

Yes. Exhibit 5.1 is the opinion of Holland & Hart LLP, with the consent included as Exhibit 23.1 within Exhibit 5.1.

Which securities are listed for CleanSpark?

Common stock (CLSK) and redeemable warrants (CLSKW) on The Nasdaq Stock Market LLC.

What is disclosed about the redeemable warrants?

Each redeemable warrant is exercisable for 0.069593885 shares at an exercise price of $165.24 per whole share.