Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2022, the Board of Directors (the "Board") of CleanSpark, Inc.
(the "Company") appointed Amanda Cavaleri to serve as a director of the Company,
effective immediately. The Board also appointed Ms. Cavaleri to the Board's
Nominating and Corporate Governance Committee, effective immediately. In
connection with the appointment of Ms. Cavaleri, the Board expanded the size of
the Board to six members.
Ms. Cavaleri (34) has been a chief executive officer of a Wyoming-based company
since 2021 that is developing a mining site leveraging stranded energy. She has
also been a partner at an alternative investment firm since 2021 and managing
director of a Bitcoin advisory firm since 2019. Cavaleri was also the Chief
Marketing Officer and Vice President of Business Development of a privacy
platform from 2018 to 2019. She also was the managing director of an emerging
tech advisory firm from 2013 to 2018. Cavaleri has consulted within the Bitcoin
ecosystem for clients ranging from hedge and venture funds to financial services
and mining. She is a former Innovation Fellow with AARP (2016-2017) and was a
Thought Leader with Carnegie Mellon University & UPMC's Quality of Life
Technology Center in 2014. She received her Master of Science in Technology
Commercialization from the University of Texas at Austin's McCombs School of
Business.
Cavaleri is also a Board Chair (2021 - present) of the Bitcoin Today Coalition,
a nonprofit (c)(4) increasing Bitcoin literacy among America's legislatures,
regulators, and other policymakers and co-author of Bitcoin and the American
Dream: The New Monetary Technology Transcending our Political Divide (2021).
There are no arrangements or understandings between Ms. Cavaleri and any other
persons pursuant to which she were named as director of the Company. She does
not have any family relationship with any of the Company's directors or
executive officers or any person nominated or chosen by the Company to be a
director or executive officer, nor does she have any direct or indirect material
interest in any transaction or proposed transaction required to be reported
under Item 404(a) of Regulation S-K. Ms. Cavaleri will be compensated for her
service as director consistent with the compensation of the Company's other
Non-Employee Directors. In connection with her appointment, she was granted
88,888 restricted stock units under the Company's 2017 Equity Incentive Plan, as
amended (the "Plan"), which vest in equal quarterly installments on the last day
of each fiscal quarter over the fiscal year of the Company, provided the Company
obtains stockholder approval of an amendment to the Plan increasing the number
of shares available under the Plan.
Item 7.01 Regulation FD Disclosure.
On December 1, 2022, the Company issued a press release announcing the
appointment of Ms. Cavaleri to the Board. A copy of the press release is
furnished with this Current Report on Form 8-K as Exhibit 99.1, and is
incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of CleanSpark, Inc. dated December 1, 2022
(furnished herewith)
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