Item 1.01 Entry into a Material Definitive Agreement.
On September 27, 2024, Hut 8 Corp. (the “Company”), U.S. Data Mining Group, Inc. (d/b/a U.S. Bitcoin Corp.), a wholly-owned subsidiary of the Company (“USDG”), US Data Guardian LLC, a wholly owned subsidiary of the Company (the “Borrower”), and U.S. Data Technologies Group Ltd. (together with the Company, USDG and the Borrower, the “Company Parties”), entered into a Debt Repayment Agreement (the “Debt Repayment Agreement”) with Anchorage Lending CA, LLC (the “Lender”). Pursuant to the Debt Repayment Agreement, on September 27, 2024 the Company issued 2,313,435 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), at a price of $16.395 per share of Common Stock, in exchange for the satisfaction of $37,928,768.53 total outstanding principal and accrued interest on certain loans made by the Lender to the Borrower pursuant to a Loan Agreement, dated as of February 3, 2023, as amended (the “Loan Agreement”), and all other obligations of the Company Parties under the Loan Agreement. The Debt Repayment Agreement contains customary representations and warranties of the Company Parties and the Lender.
The Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold absent registration or an applicable exemption from registration requirements. The issuance of the Common Stock is exempt from registration under the Securities Act in reliance on an exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. Under the Debt Repayment Agreement, the Company agreed to file a registration statement with respect to the resale of the Common Stock issued under the Debt Repayment Agreement and provided the Lender other customary rights with respect to such registration.
A copy of the Debt Repayment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Debt Repayment Agreement is qualified in its entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On October 1, 2024, the Company issued a press release regarding the transactions pursuant to the Debt Repayment Agreement (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and in the Press Release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Item 9.01 Financial Statements and Exhibits.
