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20. SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
20. SUBSEQUENT EVENTS

20. SUBSEQUENT EVENTS

On October 2, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock to 35,000,000.

On October 7, 2020, the Company executed a first amendment to its 2017 Equity Incentive Plan to increase its option pool from 300,000 to 1,500,000 shares of common stock. On November 9, 2020, we filed a registration statement on Form S-8 to register the additional shares under the first amendment to the 2017 Equity Incentive Plan.

 

On October 6, 2020, the Company, issued 4,444,445 shares of the Company’s common stock in connection with a firm commitment underwritten public offering at a price to the public of $9.00 per share. The Company received net proceeds from the sale of the shares, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, of $37.2 million. The offering closed on October 9, 2020.

 

On October 26, 2020, the Company issued 236,000 shares to employees, officers and directors with a fair value of $1,904,520  and 142,500 fully vested options with a fair value of $987,675 for performance during the 2020 fiscal year. The options have exercise prices ranging from $8.07 to $9.00 and terms of 3 years. In addition, the Company granted 222,250 shares and 84,000 options to purchase common stock to officers which are subject to future vesting conditions in accordance with Company goals and milestones.

 

On December 9, 2020, the Company, entered into an Agreement and Plan of Merger with ATL Data Centers LLC, (“ATL”), CLSK Merger Sub, LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), and Sellers. The Merger closed on December 10, 2020. At the closing, Merger Sub merged with and into ATL, and ATL survived the Merger, continuing its existence as a wholly-owned subsidiary of the Company. In exchange, at closing, the Company issued 1,618,285 shares of restricted common stock of the Company valued at $19.4 million based on the average closing price of the common stock for the five trading days including and immediately preceding the closing date of $11.988 per share, to the Sellers, of which: (i) 642,309 Shares valued at $7.7 million would be fully earned on closing, and (ii) an additional 975,976 Shares valued at $11.7 million being issued to escrow and subject to holdback pending satisfaction of certain future milestones, with all such shares subject to a lock up of no less than 180 days and a leak out of no more than 10% of average daily trading value of the prior 30 days. The Company also assumed approximately $6.9 million in existing debt of ATL at closing. In connection with the acquisition, the Company issued 41,708 shares to the broker of the transaction and has agreed to issue an additional 10,427 shares upon achievement of certain revenue milestones.