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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
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) |
| |
|
| ¨ |
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, $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 8.01. Other Events.
Convertible Notes Offering
On October 29, 2025,
TeraWulf Inc. (the “Company”) issued a press release announcing the upsize and pricing of its private offering of $900
million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Offering”). The notes will only be
sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended. The Company also granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on,
and including, the date on which the notes are first issued, up to an additional $125 million aggregate principal amount of the notes.
The offering is expected to close on October 31, 2025, subject to satisfaction of customary closing conditions.
The Company estimates that
the net proceeds of the offering will be approximately $877.6 million (or approximately $999.7 million if the initial purchasers exercise in full
their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds to fund a portion of the cost of construction of a data center
campus in Abernathy, Texas and for general corporate purposes.
A copy of the press release
announcing the pricing of the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information included in
this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
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, statements relating to the completion, size and timing of the offering,
the anticipated use of any proceeds from the offering, and the terms of the notes. 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 U.S. 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 |
| 99.1 |
|
Press release, dated October 29, 2025, announcing the pricing of the offering. |
| 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 29, 2025 |
TERAWULF, INC. |
| |
|
|
| |
By: |
/s/ Patrick A. Fleury |
| |
Name: |
Patrick A. Fleury |
| |
Title: |
Chief Financial Officer |
