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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 23, 2025
TERAWULF INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41163 |
87-1909475 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9 Federal Street
Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
(410) 770-9500
(Registrant’s telephone number, including
area code)
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 (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
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, $0.001 par value per share |
WULF |
The Nasdaq Capital Market |
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.
Senior Secured Notes Offering
General
On October 23, 2025, WULF Compute LLC (“WULF
Compute”), a wholly-owned indirect subsidiary of TeraWulf Inc. (“TeraWulf” or the “Company”), completed
its previously announced private offering of 7.750% Senior Secured Notes due 2030 (the “notes”). The notes were sold under
a purchase agreement, dated as of October 16, 2025, entered into by and among the Company, the guarantors party thereto (the “Guarantors”)
and Morgan Stanley & Co. LLC (the “Initial Purchaser”), for resale to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal
amount of notes sold in the offering was $3.2 billion.
The notes were issued at a price equal to 100%
of their principal amount. WULF Compute intends to use the net proceeds from the offering to finance a portion of its data center expansion
at its Lake Mariner campus in Barker, New York (the “Data Center Expansion”).
Maturity and Interest Payments
On October 23, 2025, WULF Compute and the Guarantors
entered into an indenture (the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee
(the “Trustee”). The notes are senior secured obligations of WULF Compute and bear interest at a rate of 7.750% per year payable
semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The notes will mature on October 15, 2030,
unless earlier redeemed or repurchased in accordance with their terms.
Amortization of Principal
The principal amount of the notes will amortize
on a semi-annual basis on April 15 and October 15 of each year in amounts based on schedules in the Indenture. No amortization attributable
to any data center building comprising the Data Center Expansion will be payable prior to the completion of such data center building.
Required amortization shall be subject to adjustment in case of partial redemption or repurchase.
Redemption
On or after October 15, 2027, WULF Compute may
redeem the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.
Prior to October 15, 2027, WULF Compute may redeem
the notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount
of the notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to October
15, 2027, WULF Compute may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the
proceeds of certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.
Certain Covenants
The Indenture limits the ability of WULF Compute
and the Guarantors to, among other things: (i) incur or guarantee additional indebtedness or issue disqualified equity interests; (ii)
pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments;
(iv) create or incur liens; (v) consummate certain asset sales; (vi) engage in certain transactions with its affiliates; and (vii) merge,
consolidate or transfer or sell all or substantially all of its assets.
These covenants are subject to a number of important
qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, WULF Compute must offer to repurchase
the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The Indenture
also provides for customary events of default.
The foregoing description of the Indenture and
the notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form
of note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated
herein by reference.
Completion Guarantee
TeraWulf will provide customary completion guarantees
with respect to the Data Center Expansion, which will require TeraWulf to provide WULF Compute funds as necessary to ensure the timely
completion of the data center buildings comprising the Data Center Expansion in the event that the proceeds of the notes and the available
funds (including previous equity contributions from TeraWulf) are insufficient to do so.
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 herein by reference.
Cautionary
Note Regarding Forward-Looking Statements.
Statements in this Current Report on Form 8-K about
future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, the anticipated use of any proceeds from the offering. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated
terms or at all, the other factors discussed in the “Risk Factors” section of TeraWulf’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 and the risks described in other filings that
TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only
as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except to the extent required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated as of October 23, 2025, among WULF Compute LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee, relating to the 7.750% senior secured notes. |
| 4.2 |
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Form of Note representing the 7.750% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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.
| Date: October 23, 2025 |
TERAWULF, INC. |
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By: |
/s/ Patrick A. Fleury |
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Name: |
Patrick A. Fleury |
| |
Title: |
Chief Financial Officer |
