CLEANSPARK, INC., 10-Q filed on 5/9/2024
Quarterly Report
v3.24.1.u1
Cover - shares
 6 Months Ended
Mar. 31, 2024
May 08, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --09-30  
Securities Act File Number 001-39187  
Entity Registrant Name CleanSpark, Inc.  
Entity Central Index Key 0000827876  
Entity Tax Identification Number 87-0449945  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 10624 S. Eastern Ave  
Entity Address, Address Line Two Suite A - 638  
Entity Address, City or Town Henderson  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89052  
City Area Code 702  
Local Phone Number 989-7692  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol CLSK  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   227,870,260
v3.24.1.u1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Current assets    
Cash and cash equivalents, including restricted cash $ 323,052 $ 29,215
Accounts receivable, net 0 5
Inventory 991 809
Prepaid expense and other current assets 4,134 12,034
Bitcoin value 357,981 56,241
Derivative investment asset 505 2,697
Investment in debt security, AFS, at fair value 784 726
Current assets held for sale 324 445
Total current assets 687,771 102,172
Property and equipment, net 670,510 564,395
Operating lease right of use asset 228 688
Intangible assets, net 3,736 4,603
Deposits on miners and mining equipment 161,309 75,959
Other long-term asset 5,718 5,718
Goodwill 8,043 8,043
Total assets 1,537,315 761,578
Current liabilities    
Accounts payable and accrued liabilities 43,632 65,577
Current portion of operating lease liability 177 181
Current portion of finance lease liability 52 130
Current portion of long-term loans payable 7,686 6,992
Dividends payable 2,842 0
Current liabilities held for sale 637 1,175
Total current liabilities 55,026 74,055
Long-term liabilities    
Operating lease liability, net of current portion 431 519
Finance lease liability, net of current portion 0 9
Loans payable, net of current portion 5,090 8,911
Deferred income taxes 13,851 857
Total liabilities 74,398 84,351
Stockholders' equity    
Common stock; $0.001 par value; 300,000,000 shares authorized; 225,469,791 and 160,184,921 shares issued and outstanding, respectively 225 160
Preferred stock; $0.001 par value; 10,000,000 shares authorized; Series A shares; 2,000,000 authorized; 1,750,000 and 1,750,000 issued and outstanding, respectively 2 2
Additional paid-in capital 1,641,643 1,009,482
Accumulated other comprehensive income 284 226
Accumulated deficit (179,237) (332,643)
Total stockholders' equity 1,462,917 677,227
Total liabilities and stockholders' equity $ 1,537,315 $ 761,578
v3.24.1.u1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Sep. 30, 2023
Common stock value per share $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 225,469,791 160,184,921
Common stock, shares outstanding 225,469,791 160,184,921
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 1,750,000  
Preferred stock, shares outstanding 1,750,000  
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, shares issued 1,750,000 1,750,000
Preferred stock, shares outstanding 1,750,000 1,750,000
v3.24.1.u1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Revenues, net        
Bitcoin mining revenue, net $ 111,799 $ 42,488 $ 185,585 $ 70,234
Other services revenue 0 58 0 131
Total revenues, net 111,799 42,546 185,585 70,365
Costs and expenses        
Cost of revenues (exclusive of depreciation and amortization shown below) 34,298 22,082 63,194 42,498
Professional fees 2,208 3,750 3,780 6,581
Payroll expenses 16,820 9,750 32,141 19,552
General and administrative expenses 6,819 4,329 11,822 8,053
Loss on disposal of assets 1,652 3 2,329 3
Gain on fair value of bitcoin, net (see Note 2 and Note 5) (119,702)   (155,743) 0
Other impairment expense (related to bitcoin) 0 194 0 277
Impairment expense - other 396 0 396 0
Impairment expense - goodwill     0 0
Realized gain on sale of bitcoin 0 (1,422) 0 (905)
Depreciation and amortization 32,187 21,346 62,034 40,675
Total costs and expenses (25,322) 60,032 19,953 116,734
Income (loss) from operations 137,121 (17,486) 165,632 (46,369)
Other income (expense)        
Other income 0 11 0 11
Change in fair value of contingent consideration 0 0 0 485
Unrealized loss (gain) on derivative security (949) 56 (2,192) (1,215)
Interest income 2,684 52 3,270 122
Interest expense (526) (799) (1,072) (1,688)
Total other income (expense) 1,209 (680) 6 (2,285)
Income (loss) before income tax expense 138,330 (18,166) 165,638 (48,654)
Income tax expense 11,595 0 12,994 0
Income (loss) from continuing operations 126,735 (18,166) 152,644 (48,654)
Discontinued Operations        
(Loss) income from discontinued operations 0 (294) 0 1,163
Income tax expense 0 0 0 0
Loss (income) on discontinued operations 0 (294) 0 1,163
Net income (loss) 126,735 (18,460) 152,644 (47,491)
Preferred stock dividends 2,842 0 3,421 0
Net income (loss) attributable to common shareholders 123,893 (18,460) 149,223 (47,491)
Other comprehensive income 29 29 58 58
Total comprehensive income (loss) attributable to common shareholders $ 123,922 $ (18,431) $ 149,281 $ (47,433)
Income (loss) from continuing operations per common share - basic $ 0.59 $ (0.23) $ 0.77 $ (0.66)
Weighted average common shares outstanding - basic 209,287,089 80,469,471 193,964,904 73,450,877
Income (loss) from continuing operations per common share - diluted $ 0.58 $ (0.23) $ 0.76 $ (0.66)
Weighted average common shares outstanding - diluted 212,099,068 80,469,471 196,903,594 74,032,082
(Loss) Income on discontinued operations per common share - basic $ 0 $ 0 $ 0 $ 0.02
Weighted average common shares outstanding - basic 209,287,089 80,469,471 193,964,904 73,450,877
(Loss) Income on discontinued operations per common share - diluted $ 0 $ 0 $ 0 $ 0.02
Weighted average common shares outstanding - diluted 212,099,068 80,469,471 196,903,594 74,032,082
v3.24.1.u1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Beginning balance, value at Sep. 30, 2022 $ 404,012 $ 2 $ 56 $ 599,898 $ 110 $ (196,054)
Beginning balance, shares at Sep. 30, 2022   1,750,000 55,661,337      
Options and restricted stock units issued for services, value 5,878     5,878    
Options and restricted stock units issued for services, shares     11,210      
Shares issued for business acquisition, value 4,803   $ 2 4,801
Shares issued for business acquisition, shares     1,590,175      
Shares issued under equity offering, net of offering costs, value 41,344   $ 14 41,330    
Shares issued under equity offering, net of offering costs, shares     14,481,208      
Net Income (Loss) (29,031)         (29,031)
Other comprehensive income 29       29  
Ending balance, value at Dec. 31, 2022 427,035 $ 2 $ 72 651,907 139 (225,085)
Ending balance, shares at Dec. 31, 2022   1,750,000 71,743,930      
Beginning balance, value at Sep. 30, 2022 404,012 $ 2 $ 56 599,898 110 (196,054)
Beginning balance, shares at Sep. 30, 2022   1,750,000 55,661,337      
Shares issued for settlement of contingent consideration related to business acquisition 2,840          
Net Income (Loss) (47,491)          
Ending balance, value at Mar. 31, 2023 473,881 $ 2 $ 97 717,159 168 (243,545)
Ending balance, shares at Mar. 31, 2023   1,750,000 96,950,555      
Beginning balance, value at Dec. 31, 2022 427,035 $ 2 $ 72 651,907 139 (225,085)
Beginning balance, shares at Dec. 31, 2022   1,750,000 71,743,930      
Options and restricted stock units issued for services, value 5,743   $ 2 5,741    
Options and restricted stock units issued for services, shares     2,149,087      
Shares withheld for net settlement of restricted stock units related to tax withholdings, value (1,468)     (1,468)    
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares     (539,961)      
Shares issued for settlement of contingent consideration related to business acquisition, Shares     1,100,890      
Shares issued for settlement of contingent consideration related to business acquisition 2,840   $ 1 2,839    
Shares returned for settlement of contingent consideration and holdbacks related to business acquisition, Shares     (83,417)      
Shares issued under equity offering, net of offering costs, value 58,162   $ 22 58,140    
Shares issued under equity offering, net of offering costs, shares     22,580,026      
Net Income (Loss) (18,460)         (18,460)
Other comprehensive income 29       29  
Ending balance, value at Mar. 31, 2023 473,881 $ 2 $ 97 717,159 168 (243,545)
Ending balance, shares at Mar. 31, 2023   1,750,000 96,950,555      
Beginning balance, value at Sep. 30, 2023 677,227 $ 2 $ 160 1,009,482 226 (332,643)
Beginning balance, shares at Sep. 30, 2023   1,750,000 160,184,921      
Cumulative effect of change in accounting principle (See Note 2) 4,183         4,183
Options and restricted stock units issued for services, value 9,953   $ 2 9,951    
Options and restricted stock units issued for services, shares     1,441,152      
Shares withheld for net settlement of restricted stock units related to tax withholdings, value (5,533)   $ (1) (5,532)    
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares     (553,390)      
Exercise of options, value 36     36    
Exercise of options, shares     6,096      
Shares issued under equity offering, net of offering costs, value 99,336   $ 25 99,311    
Shares issued under equity offering, net of offering costs, shares     24,475,832      
Preferred stock dividends (579)         (579)
Net Income (Loss) 25,909         25,909
Other comprehensive income 29       29  
Ending balance, value at Dec. 31, 2023 810,561 $ 2 $ 186 1,113,248 255 (303,130)
Ending balance, shares at Dec. 31, 2023   1,750,000 185,554,611      
Beginning balance, value at Sep. 30, 2023 677,227 $ 2 $ 160 1,009,482 226 (332,643)
Beginning balance, shares at Sep. 30, 2023   1,750,000 160,184,921      
Shares issued for settlement of contingent consideration related to business acquisition 0          
Net Income (Loss) 152,644          
Ending balance, value at Mar. 31, 2024 1,462,917 $ 2 $ 225 1,641,643 284 (179,237)
Ending balance, shares at Mar. 31, 2024   1,750,000 225,469,791      
Beginning balance, value at Dec. 31, 2023 810,561 $ 2 $ 186 1,113,248 255 (303,130)
Beginning balance, shares at Dec. 31, 2023   1,750,000 185,554,611      
Options and restricted stock units issued for services, value 9,797   $ 2 9,795    
Options and restricted stock units issued for services, shares     2,359,161      
Shares withheld for net settlement of restricted stock units related to tax withholdings, value (11,606)   $ (1) (11,605)    
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares     (631,100)      
Shares issued under equity offering, net of offering costs, value 529,738   $ 38 529,700    
Shares issued under equity offering, net of offering costs, shares     38,078,826      
Exercise of options and warrants, Shares     108,293      
Exercise of options and warrants, Value 505   $ 0 505    
Preferred stock dividends (2,842)         (2,842)
Net Income (Loss) 126,735         126,735
Other comprehensive income 29       29  
Ending balance, value at Mar. 31, 2024 $ 1,462,917 $ 2 $ 225 $ 1,641,643 $ 284 $ (179,237)
Ending balance, shares at Mar. 31, 2024   1,750,000 225,469,791      
v3.24.1.u1
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows from Operating Activities    
Net Income (Loss) $ 152,644 $ (47,491)
Less: Income from discontinued operations 0 (1,163)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:    
Impairment of bitcoin 0 277
Mining of bitcoin (185,585) (70,234)
Gain on fair value of bitcoin, net (see Note 2) (155,743) 0
Proceeds from sale of bitcoin 0 76,203
Realized gain on sale of bitcoin 0 (905)
Bitcoin issued for services 500 310
Impairment other 396 0
Unrealized loss on derivative asset 2,192 1,215
Gain on fair value of contingent consideration 0 (485)
Non-cash lease expenses 64 159
Stock based compensation 19,750 11,621
Depreciation and amortization 62,034 40,675
Provision for bad debts 57 106
Amortization of debt discount 53 19
Loss on disposal of assets 2,329 3
Changes in operating assets and liabilities    
Decrease in operating lease liabilities (93) (20)
(Decrease) increase in accounts payable and accrued liabilities (1,783) 5,203
Decrease (increase) in prepaid expenses and other current assets 7,843 (772)
Decrease (increase) in accounts receivables 5 (125)
Increase in inventory (182) (529)
Increase in deferred income taxes 12,994 0
Long -term deposits paid 0 (2,940)
Net cash (used in) provided by operating activities from Continuing Operations (82,525) 11,127
Net cash provided by (used in) operating activities of Discontinued Operations (416) 749
Net cash (used in) provided by operating activities (82,941) 11,876
Cash Flows from Investing Activities    
Payments on miners (including deposits) (208,850) (69,238)
Purchase of fixed assets (42,986) (21,769)
Proceeds from sale of bitcoin 43,103 0
Acquisition of Mississippi Locations (19,771) 0
Acquisition of Dalton, GA Location (3,569) 0
Proceeds from sale of miners 508 0
Acquisition of Mawson 0 (22,518)
Net cash used in investing activities - Continuing Operations (231,565) (113,525)
Net cash provided by investing activities - Discontinued Operations 0 2,462
Net cash used in investing activities (231,565) (111,063)
Cash Flows from Financing Activities    
Payments on loans (3,467) (10,433)
Payments on preferred dividends (579) 0
Payments on finance leases (87) (154)
Refund of loan commitment fee 0 150
Payments of taxes on shares withheld for net settlement of restricted stock units (17,139) 0
Proceeds from exercise of options and warrants 541 0
Proceeds from equity offerings, net 629,074 99,506
Net cash provided by financing activities - Continued Operations 608,343 89,069
Net cash provided by financing activities - Discontinued Operations 0 0
Net cash provided by financing activities 608,343 89,069
Net increase (decrease) in cash and cash equivalents 293,837 (10,118)
Cash and cash equivalents, beginning of period 29,215 20,463
Cash and cash equivalents, and restricted cash, end of period 323,052 10,345
Supplemental disclosure of cash flow information    
Cash paid for interest 1,019 1,669
Non-cash investing and financing transactions    
Shares issued for settlement of contingent consideration related to business acquisition 0 2,840
Change in Accounting Principle - (see Note 2) 4,183 0
Fixed asset and miner purchases accrued not paid 7,207 0
Shares withheld for net settlement of restricted stock units related to tax withholdings 0 1,468
Fixed assets purchased through finance transactions 287 164
Software purchased with bitcoin 168 229
Preferred share dividends accrued 2,842 0
Unrealized gain on investment in available-for-sale debt security $ 58 $ 58
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ 126,735 $ 25,909 $ (18,460) $ (29,031) $ 152,644 $ (47,491)
v3.24.1.u1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10B5-1 Arrmodified Flag false
Non Rule 10B5-1 Arrmodified Flag false
v3.24.1.u1
1. ORGANIZATION
 6 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION
1.
ORGANIZATION

CleanSpark is a bitcoin mining company. The Company independently owns and operates five data centers in Georgia and three data centers in Mississippi for a total developed capacity of 420 megawatts (“MW”) and 435 MW as of March 31, 2024 and April 4, 2024, respectively. The Company has completed an additional 50 MW of data center infrastructure in Sandersville, GA, which is pending the commissioning of a utility transformer before it goes into service and the Company is currently finalizing the development of an additional 15 MW expansion at its Dalton, GA location. An independent data center operation in Massena, NY, hosts 50 MW for the Company. The Company does not currently host miners for any other companies. CleanSpark designs its infrastructure to responsibly support bitcoin, the world’s most important digital commodity and an essential tool for financial independence and inclusion.

v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on December 1, 2023 (the “Form 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this Quarterly Report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The accompanying unaudited consolidated financial statements include the accounts of CleanSpark, Inc., and the Company’s wholly owned, capitalized, and operating subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc., CleanSpark DW, LLC, CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, MS Data, LLC, and CleanSpark HQ, LLC. All intercompany transactions have been eliminated upon consolidation of these entities.

Recently Issued Accounting Pronouncements

On March 21, 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2024-01 ("ASU 2024-01"), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods. The Company is currently evaluating the impact of the adoption of ASU 2024-01 on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangible - Goodwill and Other - Crypto Assets (Subtopic 350-60) (“ASC 350-60”). ASC 350-60 requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. Crypto assets that meet all the following criteria are within the scope of ASC 350-60:

(1)
meet the definition of intangible assets as defined in the Codification;
(2)
do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets;
(3)
are created or reside on a distributed ledger based on blockchain or similar technology;
(4)
are secured through cryptography;
(5)
are fungible; and
(6)
are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective October 1, 2023 resulting in a $4,183 cumulative-effect change to adjust the Company's bitcoin held on October 1, 2023 with the corresponding entry to beginning accumulated deficit.

In December 2023, the FASB issued ASU 2023-09, which established a new income tax disclosure requirement in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. Companies must also further disaggregate income taxes paid. Companies are required to apply the guidance to annual periods beginning after December 15, 2024. The Company does not intend to early adopt this standard.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments (“ASU 2023-07”), which requires enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The new guidance is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company adopted the provisions of the accounting pronouncement as of October 1, 2023 and the new standard did not have an impact on the Company's consolidated financial statements for the six months ended March 31, 2024.

Liquidity

The Company had cash and cash equivalents, including restricted cash, of $323,052 and bitcoin (measured at fair value) of $357,981 as of March 31, 2024. As shown in the accompanying unaudited consolidated financial statements, the Company generated a net income from continuing operations of $152,644 during the six months ended March 31, 2024. The Company had cash outflows from operating activities from continuing operations, which were $82,525 during the six months ended March 31, 2024. The Company had cash outflows from investing activities from continuing operations due to its investments in capital expenditures in support of its bitcoin mining operations partially offset by proceeds of bitcoin sales. The Company generated significant cash inflows from financing activities from continuing operations, primarily attributed to proceeds from equity offerings. The Company generates non-cash consideration in the form of bitcoin, that the Company will sell to generate cash to funds its operations. During the six months ended March 31, 2024, the Company sold $43,103 of bitcoin at various times during the period and utilized the proceeds to pay expenditures. However, the Company utilized portions of its equity offerings to offset its cash used in operating and investing activities. The Company has sufficient cash and bitcoin, which should continue to

support its ongoing operations for the next twelve months. The Company intends to continue generating cash from its access to equity financing through its at-the-market offering facility (see Note 12).

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of derivative assets, available-for-sale investments, the valuations of share-based awards and the valuations of tangible assets acquired in asset acquisitions. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that the ongoing global supply chain issues may have on the Company’s operations.

Revenue from Contracts with Customers - Revenue from Bitcoin Mining

The Company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (ASC 606). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

1.
Identify the contract with the customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognize revenue when the company satisfies a performance obligation

Step 1: The Company operates in the bitcoin mining industry and has identified its bitcoin mining pool operator as its customer. The Company enters into a contract with a bitcoin mining pool operator (the "customer") to provide hash computation computing power to the mining pools. The contracts are terminable at any time by either party, the contract term is shorter than a 24-hour period, the contracts are continuously renewed, and there are no penalties for contract termination by either party. The Company earns revenue based on the Full-Pay-Per-Share (“FPPS”) payout method, set forth by our customer. The calculation has specific components which include network block subsidies, network difficulty, network transaction fees, and pool operating fees. The network block subsidy consists of newly generated bitcoins and comprises the largest share of the block reward. Network difficulty is the difficulty required to mine a block on the bitcoin network. Network transaction fees consist of fees paid by the users of the network for the execution of transactions that are included in the block. Pool operating fees are fees charged by the mining pool operator in order to operate the pool. Network block subsidies are based on the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during a 24-hour period beginning at midnight Universal Time Coordinated (UTC) daily, regardless of whether the mining pool operator successfully records a block to the blockchain. Network difficulty is based on the actual difficulty to mine a block on the bitcoin network. Network transaction fees are based on the total amount of transaction fees that are actually generated on the blockchain network as a whole during a 24-hour period. Pool operating fees are determined by a fee rate set forth in the customer’s terms of service as a percentage of the actual daily FPPS payout.

The mining pool that the Company contributes its hash computation computing power to only provides services for bitcoin mining and the fees charged during the most recent quarter were 0.19% of the total daily bitcoin mined. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides hash computation computing power to the mining pool operator, which is considered contract inception, because customer consumption is in tandem with delivery of the computing power.

 

Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance

obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

•
The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
•
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, the Company has a single performance obligation in providing computing power services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of computing power services is fulfilled over time, as opposed to a point in time, because the Company provides the hash computation computing power throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. The Company has full control of the mining equipment utilized in the mining pool, and if the Company determines it will increase or decrease the hashrate computation computing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the computing power provided to the customer will be increased or reduced.

Step 3: The transaction consideration the Company receives is non-cash digital consideration in the form of bitcoin, which the Company measures at fair value as the closing bitcoin price on the date of contract inception as determined by the Company's principal market of bitcoin, Coinbase, and such price is not materially different from using the opening bitcoin price on the date of contract inception. According to the customer contract, daily earnings are calculated from midnight-to-midnight UTC time, and the payout is made one hour later at 1:00 AM UTC time after the preceding midnight-to-midnight 24-hour period. The Company utilizes midnight Greenwich Mean Time (GMT), which is also the midnight of UTC time, since this is consistent with our customer contract in calculating our daily non-cash digital consideration from midnight-to-midnight UTC time.

The transaction consideration the Company earns is all variable since it is dependent on the daily computing power provided by the Company. The Company’s bitcoins earned through the contractual payout formula is not known until the Company’s hash computation computing power contributed over the daily measurement period is fulfilled over-time between midnight-to-midnight UTC time. The Company’s proportionate amount of the network transaction fee rewards earned are calculated at the end of each transactional day (midnight to midnight). There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

Step 4: The transaction price is allocated to the single performance obligation upon verification for the provision of hash computation computing power to the mining pool operator. There is a single performance obligation (i.e., hash computation computing power or hashrate) for the contract; therefore, all consideration from the mining pool operator is allocated to this single performance obligation.

Step 5: The Company’s performance is complete in transferring the hash computation computing power over time to the customer and the customer obtains control of the contributed hashrate.

There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing hash computation computing power.

Revenues from Data Center Services

As of September 30, 2023, data center services are no longer provided to external customers. The Company formerly provided data services, such as providing its customers with rack space, power and equipment, and cloud services, such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations were the services provided to a customer for the month based on the contract. The transaction price was the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month.

Cost of revenues

Bitcoin mining segment (sole reportable segment)

The Company includes energy costs and external co-location mining hosting fees in cost of revenues.

Cash and cash equivalents, including restricted cash

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. Temporary cash investments are made with high credit quality financial institutions. At times, such investments in U.S. accounts may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits.

The Company had restricted cash of $2,992 as of March 31, 2024 held in a separate bank account in a certificate of deposit as collateral for utility bonds. The utility bonds are reported in prepaid expense and other current assets on the Consolidated Balance Sheets.

Accounts receivable, net

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers and do not bear interest. The Company performs ongoing credit evaluation of its customers, and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded.

Accounts receivable, net consists of the following:

($ in thousands)

 

March 31,
2024

 

 

September 30,
2023

 

Accounts Receivable, gross

 

$

—

 

 

$

353

 

Provision for doubtful allowances

 

 

—

 

 

 

(348

)

Total Accounts Receivable, net

 

$

—

 

 

$

5

 

Inventory

Inventory balances mainly include supplies inventory used to maintain bitcoin mining facilities and are presented at net realizable value with cost being measured on an average cost method. The Company periodically reviews inventories for unusable and obsolete items. Based on this evaluation, provisions are made to write inventories down to their net realizable value. Inventory was $991 and $809 as of March 31, 2024 and September 30, 2023, respectively.

Prepaid expense and other current assets

The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets.

Other current assets are assets that consist of supplies, deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long-term assets.

Concentration Risk

At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance in excess of the FDIC limits was $22,638 and $28,965 as of March 31, 2024 and September 30, 2023, respectively. The accounts offered by the custodian of the Company’s bitcoin, which accounts totaled $357,981 and $56,241 as of March 31, 2024 and September 30, 2023, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts.

The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. Please refer to Note 16 - Major Customers and Vendors.

Stock-based compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units, please refer Note 14 – Stock-Based Compensation.

Earnings (loss) per share

The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. All common stock equivalents that consist of options, warrants and restricted stock units were excluded from the calculation of the diluted

loss per share calculation for the three and six months ended March 31, 2023 as their effect is anti-dilutive. Provided below is the income (loss) per share calculation for the three and six months ended March 31, 2024 and 2023:

 

 

For the Three Months
Ended March 31,

 

 

For the Six Months
Ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

126,735

 

 

$

(18,166

)

 

$

152,644

 

 

$

(48,654

)

Preferred stock dividends

 

 

2,842

 

 

 

—

 

 

 

3,421

 

 

 

—

 

Income (loss) from continuing operations attributable to common shareholders

 

$

123,893

 

 

$

(18,166

)

 

$

149,223

 

 

$

(48,654

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

Income (loss) from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.59

 

 

$

(0.23

)

 

$

0.77

 

 

$

(0.66

)

Diluted

 

$

0.58

 

 

$

(0.23

)

 

$

0.76

 

 

$

(0.66

)

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

$

—

 

 

$

(294

)

 

$

—

 

 

$

1,163

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

(Loss) income on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 

Diluted

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 

 

 

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Construction-in-progress is the construction or development of assets that have not yet been placed in service for their intended use. Depreciation for building and building improvements, leasehold improvements, miners, mining equipment, infrastructure assets, machinery and equipment, and furniture and fixtures commences once they are ready for their intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements



Shorter of lease term or 15 years

Miners

 

3 - 5

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5

 

In accordance with FASB ASC 360-10, Property, Plant and Equipment, the carrying value of property and equipment and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the six months ended March 31, 2024 and 2023, the Company did not record an impairment expense on property and equipment.

Bitcoin

Bitcoin are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and such bitcoin holdings are expected to be realized in cash or sold or consumed during the normal operating cycle of the Company.

As a result of adopting ASC 350-60 on October 1, 2023, bitcoin is measured at fair value as of each reporting period (see Recently Issued Accounting Pronouncements). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement. Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company's revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period is reflected on the consolidated statements of operations and comprehensive income (loss) as "Gain on fair value of bitcoin, net". In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out ("FIFO") basis.

Prior to the issuance of ASU 2023-08 and adoption of ASC 350-60, bitcoin were recorded at cost less impairment and were classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other. Bitcoin was accounted for in connection with the Company’s revenue recognition policy detailed above. An intangible asset with an indefinite useful life was not amortized but was assessed for impairment annually, or more frequently, when events or changes in circumstances occurred indicating that it was more likely than not that the indefinite-lived asset was impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment for periods under prior accounting guidance, the Company had the option to first perform a qualitative assessment to determine whether it was more likely than not that an impairment exists. If it was determined that it was not more likely than not that an impairment exists, a quantitative impairment test was not necessary. If the Company concluded otherwise, it was required to perform a quantitative impairment test. The Company elected to perform the quantitative impairment test each period rather than first performing the qualitative assessment. Quantitative impairment was measured using the intraday low bitcoin price from Coinbase in accordance with ASC 820, Fair Value Measurement. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted as per ASC 350, Intangibles – Goodwill and Other.

Bitcoin, which is non-cash consideration earned by the Company through its mining activities, are included as a reconciling item as a cash outflow within operating activities on the accompanying Consolidated Statements of Cash Flow. The cash proceeds from the sales of bitcoin are classified based on the holding period in which the bitcoin are held. ASC 350-60 provides guidance on classifying proceeds from bitcoin and concludes that bitcoin converted nearly immediately into cash would qualify as cash flows from operating activities. All other sales would qualify as investing activities. In prior fiscal periods, the Company did not hold its bitcoin for extended periods of time and such sales proceeds prior to the adoption of ASC 350-60 were reported as cash flows from operating activities. Upon adoption, the Company evaluates its sales of bitcoin and records bitcoin sold nearly immediately as operating cash flows and the remainder will be recorded as investing activities. During the six months ended March 31, 2024, all proceeds from bitcoin sales were classified as investing activities.

Fair Value Measurement of financial instruments, derivative asset and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable:

Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.

Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available under the circumstances.

The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable approximate their fair values because of the short-term nature of the instruments. The carrying amount of the Company's long-term portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2024 and September 30, 2023:

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Bitcoin

 

$

357,981

 

 

$

357,981

 

 

$

—

 

 

$

—

 

Derivative investment asset

 

 

505

 

 

 

—

 

 

 

—

 

 

 

505

 

Investment in debt security

 

 

784

 

 

 

—

 

 

 

—

 

 

 

784

 

Total

 

$

359,270

 

 

$

357,981

 

 

$

—

 

 

$

1,289

 

 

September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Derivative investment asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 

There were no transfers between Level 1, 2 or 3 during the six months ended March 31, 2024.

 

The activities of the financial instruments that were measured and recorded at fair value on the Company's balance sheets on a recurring basis during the six months ended March 31, 2024 are described in Note 6 - Investments.

Discontinued Operations

The Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of the majority of its energy assets.

Through its discontinued operations segment, the Company previously provided energy solutions through its wholly-owned subsidiaries CleanSpark, LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, and Solar Watt Solutions, Inc. These solutions consisted of engineering, design and software solutions, custom hardware solutions, Open Automated Demand response, solar, energy storage for microgrid and distributed energy systems. The Company has sold the majority of its assets related to the Energy Segment, which included software and intellectual property, and inventory. See Note 4 – Discontinued Operations.

v3.24.1.u1
3. ACQUISITIONS
 6 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS
3.
ACQUISITIONS

Asset Acquisitions

 

Dalton 3 Acquisition - Dalton, GA

On February 2, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Dalton, LLC, entered into two purchase agreements with Makerstar Capital, Inc. and its wholly-owned subsidiary, Eyas Investment Group, for approximately two (2) acres of real property (the “Dalton Property”) located in Dalton, Whitfield County, Georgia and all improvements, fixtures and personal property situated on the Dalton Property. The Dalton Property was in the early stages of construction and included a concrete foundation and in-process electrical infrastructure. The combined purchase price (including direct acquisition costs of $132) for the real property and improvements, fixtures and personal property was approximately $3,569. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired are summarized below:

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

327

 

Building/Improvements

 

 

702

 

Infrastructure

 

 

2,540

 

Total

 

$

3,569

 

Concurrent with the acquisition of the Dalton Property, the Company entered into a Construction Management Services Agreement dated February 2, 2024 (the “CMSA”) with Makerstar Capital Inc., pursuant to which the Company has engaged Makerstar Capital Inc. to manage the completion of the construction of a 15 MW data center facility on the Dalton Property for aggregate consideration of $3,435. The construction was substantially completed, and the facility began bitcoin mining operations on April 4, 2024.

 

Mississippi Locations Acquisition - Meridian, Vicksburg and Wiggins, MS

On February 26, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Mississippi, LLC, closed on the Real Property Purchase and Sale Agreement entered into with Makerstar Capital, Inc. on February 5, 2024, pursuant to which the Company agreed to purchase three bitcoin mining facilities in Mississippi for an aggregate purchase price (including direct acquisition costs of $148) of $19,771. The three facilities are located in Meridian, Vicksburg, and Wiggins and each have power purchase agreements with capacities of 22 MW, 6 MW and 16 MW, respectively. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired are summarized below:

 

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

1,304

 

Building/Improvements

 

 

7,525

 

Infrastructure

 

 

10,942

 

Total

 

$

19,771

 

Dalton 1 & 2 Acquisition - Dalton, GA

On June 21, 2023, the Company completed the acquisition of two bitcoin mining facilities in Dalton, GA for $9,389. Each of the facilities are located on separate one-acre sites, each of which are under land leases. The combined facilities utilize 20 MW of power and operates a total of approximately 6,000 miners. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

 

The allocation of the purchase price of the assets acquired are summarized below:

 


($ in thousands)

 

Allocation at
Acquisition Date

 

Land lease - right of use asset

 

$

266

 

Operating lease liability

 

 

(266

)

Building

 

 

1,328

 

Infrastructure

 

 

8,061

 

Total purchase price

 

$

9,389

 

 

There have been no subsequent adjustments to the allocation of the purchase price after the preliminary allocation.
v3.24.1.u1
4. DISCONTINUED OPERATIONS
 6 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS
4.
DISCONTINUED OPERATIONS

The Company determined to make available for sale the asset groups related to its energy segment due to its strategic shift to strictly focus on its bitcoin mining operations. As a result, the energy segment's results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the assets and liabilities of this segment are separately reported as “assets and liabilities held for sale” as of March 31, 2024 and September 30, 2023 in the Consolidated Balance Sheets. The Company has since sold the majority of its software and intellectual property assets related to the energy segment and is in the process of selling additional remaining inventory

and assets. The results of operations of this segment, for all periods, are separately reported as “discontinued operations” in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Provided below are the key areas of the financials that constitute the discontinued operations:

 

 

March 31,
2024

 

 

September 30,
2023

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Accounts receivable, net

 

$

4

 

 

$

126

 

Inventory

 

 

320

 

 

 

319

 

Total current assets held for sale

 

$

324

 

 

$

445

 

 

 

 

 

 

 

 

Total assets held for sale

 

$

324

 

 

$

445

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Total current liabilities held for sale

 

 

637

 

 

 

1,175

 

Total liabilities held for sale

 

$

637

 

 

$

1,175

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the six months ended

 

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Total revenues, net

 

$

—

 

 

$

28

 

 

$

—

 

 

$

129

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

—

 

 

 

331

 

 

 

—

 

 

 

684

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

—

 

 

$

(303

)

 

$

—

 

 

$

(555

)

 

 

 

 

 

 

 

 

 

 

 

 

Total other income

 

 

—

 

 

 

9

 

 

 

—

 

 

 

1,718

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income before income tax (expense) benefit

 

 

—

 

 

 

(294

)

 

 

—

 

 

 

1,163

 

Income tax benefit (expense)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Net (loss) income attributable to common shareholders

 

$

—

 

 

$

(294

)

 

$

—

 

 

$

1,163

 
v3.24.1.u1
5. BITCOIN
 6 Months Ended
Mar. 31, 2024
Common Domain Members [Abstract]  
BITCOIN
5.
BITCOIN

The following table presents the Company's bitcoin holdings as of March 31, 2024 and September 30, 2023:

 

 

 

As of

 

Bitcoin holdings

 

March 31, 2024

 

 

September 30, 2023 (unaudited)

 

Number of bitcoin held

 

 

5,021

 

 

 

2,243

 

Cost basis - per bitcoin

 

$

41,886

 

 

$

25,074

 

Fair value - per bitcoin

 

$

71,291

 

 

$

26,961

 

Cost basis of bitcoin (in '000s)

 

$

210,324

 

 

$

56,241

 

Fair value of bitcoin (in '000s)

 

$

357,981

 

 

$

60,424

 

 

The cost basis represents the valuation of bitcoin at the time the Company earns the bitcoin through mining activities. The cost basis for 2,243 bitcoin held as of the adoption of ASC 350-60, was determined on the "cost less impairment" basis.

The following table presents information based on the activity of bitcoin for the six months ended March 31, 2024:

 

 ($ in thousands)

 

 

 

Balance as of September 30, 2023

 

$

56,241

 

Cumulative effect of the adoption of ASC 350-60

 

 

4,183

 

Adjusted beginning balance - at fair value

 

$

60,424

 

Addition of bitcoin from mining activities

 

 

185,585

 

Bitcoin sold & issued for services and purchase of software

 

 

(43,771

)

Gains from fair value adjustments

 

 

155,743

 

Balance as of March 31, 2024

 

$

357,981

 

The Company's bitcoin holdings are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. As of March 31, 2024, the Company held no other crypto currency. The cumulative realized gains from dispositions of bitcoin during the three and six months ended March 31, 2024 were $332 and $12,419, respectively.

v3.24.1.u1
6. INVESTMENTS
 6 Months Ended
Mar. 31, 2024
Schedule of Investments [Abstract]  
INVESTMENTS
6.
INVESTMENTS

As of March 31, 2024 and September 30, 2023, the Company had total investments of $1,288 and $3,423, respectively, that are comprised of the following:

Investment in Debt Securities (Preferred Stock) and related Embedded Derivative Asset

On November 5, 2019, the Company entered into a Securities Purchase Agreement (the "SPA"), dated as of November 6, with International Land Alliance, Inc. ("ILAL").

Pursuant to the terms of the SPA with ILAL, the Company purchased 1,000 shares of Series B Preferred Stock of ILAL (the “ILAL Preferred Stock”) for an aggregate purchase price of $500, less certain expenses and fees. The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The ILAL Preferred Stock can be converted into common stock at a variable rate (refer to the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The ILAL Preferred Stock is recorded as an available-for-sale ("AFS") debt security and is reported at its estimated fair value as of March 31, 2024. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive Income.

The Company accrued no interest, net on our available-for-sale debt securities as of March 31, 2024 and September 30, 2023, respectively. The fair value of investment in Debt Securities was $784 and $726 as of March 31, 2024 and September 30, 2023, respectively. The Company has included gain on change in fair value of preferred stock amounting to $58 for the six months ended March 31, 2024, and $58 for the six months ended March 31, 2023, as part of Other Comprehensive Income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has deemed this variable conversion feature of the ILAL Preferred Stock as an embedded derivative instrument in accordance with ASC Topic No. 815. This topic requires the Company to account for the conversion feature on its balance sheet at fair value and account for changes in fair value as a derivative gain or loss. Unrealized gain or loss on fair valuation of this embedded feature is recognized as income or loss in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Total fair value of investment in derivative assets as of March 31, 2024 and September 30, 2023 was $505 and $2,697, respectively. The Company fair values the debt security as a straight debt instrument based on liquidation value and accrued interest to date. The fair value of the derivative asset is based on the difference in the fair value of the debt security determined as a straight debt instrument and the fair value of the debt security if converted as of the reporting

date. The Company recorded an unrealized loss on derivative assets of $2,192 for the six months ended March 31, 2024, compared to an unrealized loss on derivative assets of $1,215 for the six months ended March 31, 2023.

The following table sets forth a reconciliation of carrying value of all investments as of March 31, 2024:

 ($ in thousands)

 

ILAL
Debt
Securities

 

 

ILAL
Derivative
Asset

 

 

Balance as of September 30, 2023

 

$

726

 

 

$

2,697

 

 

Unrealized loss on derivative asset

 

 

—

 

 

 

(2,192

)

 

Unrealized gain on fair value recognized in other comprehensive income

 

 

58

 

 

 

—

 

 

Balance as of March 31, 2024

 

$

784

 

 

$

505

 

 
v3.24.1.u1
7. PROPERTY AND EQUIPMENT
 6 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

 

 ($ in thousands)

 

March 31, 2024

 

 

September 30, 2023

 

Land

 

$

6,813

 

 

$

4,144

 

Land improvements

 

 

5,431

 

 

 

1,564

 

Building and improvements

 

 

75,382

 

 

 

52,198

 

Leasehold improvements

 

 

672

 

 

 

672

 

Miners

 

 

658,677

 

 

 

527,868

 

Mining equipment

 

 

22,579

 

 

 

18,706

 

Infrastructure

 

 

105,664

 

 

 

45,612

 

Machinery and equipment

 

 

2,727

 

 

 

1,907

 

Furniture and fixtures

 

 

1,253

 

 

 

386

 

Construction in progress

 

 

14,037

 

 

 

81,875

 

Total

 

$

893,235

 

 

$

734,932

 

Less: accumulated depreciation

 

 

(222,725

)

 

 

(170,537

)

Property and equipment, net

 

$

670,510

 

 

$

564,395

 

 

Depreciation expense for the six months ended March 31, 2024 and 2023 was $60,999 and $39,656, respectively. For the six months ended March 31, 2024, the Company disposed of $11,648 of miners with a net book value of $2,837 for $508 and recognized a $2,329 loss on disposal.

The Company placed-in service property and equipment of $214,448 during the six months ended March 31, 2024, which included $287 in machinery and equipment acquired in equipment loan transactions. This increase in fixed assets primarily consisted of miners of $142,456. Assets acquired through acquisition transactions (see Note 3 Acquisitions) resulted in an additional $23,340 in total assets placed in service. Additionally, in January 2024, the Company purchased raw land next to the Sandersville, GA location for approximately $1,038.

On April 7, 2023, CleanSpark HQ, LLC (“HQLLC”), a single-member limited liability company and subsidiary wholly owned by the Company, purchased certain real property located in Henderson, Nevada (the "Eastern Property") for $4,100. The property consists of approximately 15,000 square feet of office space. The Company utilizes this office space as its new corporate headquarters. The real property is recorded in building and building improvements and was placed in service in the first quarter of fiscal 2024.

Construction in progress: The Company is expanding its facilities in the State of Georgia, including infrastructure, building, and land improvements to expand its mining operations.

As of March 31, 2024 and September 30, 2023, the Company has outstanding deposits for miners and mining equipment totaling $161,309 and $75,959, respectively. Such deposits are as long-term assets on the Consolidated Balance Sheets.

v3.24.1.u1
8. INTANGIBLE ASSETS
 6 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

8. INTANGIBLE ASSETS

Intangible assets consist of the following as of March 31, 2024 and September 30, 2023:

 

 

 

March 31, 2024

 

 

September 30, 2023

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

608

 

 

$

(143

)

 

$

465

 

 

$

440

 

 

$

(90

)

 

$

350

 

Websites

 

 

15

 

 

 

(11

)

 

 

4

 

 

 

15

 

 

 

(8

)

 

 

7

 

Strategic Contract

 

 

9,800

 

 

 

(6,533

)

 

 

3,267

 

 

 

9,800

 

 

 

(5,554

)

 

 

4,246

 

Total

 

$

10,423

 

 

$

(6,687

)

 

$

3,736

 

 

$

10,255

 

 

$

(5,652

)

 

$

4,603

 

 

Amortization expense for the six months ended March 31, 2024 and 2023 was $1,035 and $1,019, respectively.

The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows:

 

Fiscal Year

 

 

 

 ($ in thousands)

 

March 31, 2024

 

2024

 

$

1,043

 

2025

 

 

2,083

 

2026

 

 

449

 

2027

 

 

119

 

2028

 

 

42

 

Total

 

$

3,736

 
v3.24.1.u1
9. LEASES
 6 Months Ended
Mar. 31, 2024
Leases [Abstract]  
LEASES
9.
LEASES

On October 1, 2019, the Company adopted the amendments to ASC 842 Leases, which require lessees to recognize lease assets and liabilities arising from operating leases on the balance sheet.

In January 2024, the Company ceased usage of its prior corporate headquarters, which was accounted for as an operating lease. As of March 2024, the Company has not sub-leased the location and has impaired the right of use asset in the amount of $396 and has recorded this as "impairment expense - other" on the Consolidated Statement of Operations and Comprehensive Income (Loss).

The Company's lease costs recognized during the six months ended March 31, 2024 and 2023 in the unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) consist of the following:

 

 

 

For the three months ended

 

 

For the six months ended

 

 ($ in thousands)

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Operating lease cost (1)

 

$

47

 

 

$

79

 

 

$

93

 

 

$

159

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense of financed assets

 

$

41

 

 

$

39

 

 

$

82

 

 

$

119

 

Interest on lease obligations

 

$

1

 

 

$

4

 

 

$

3

 

 

$

10

 

(1) Included in general and administrative expenses

Other lease information is as follows:

 

 

 

For the six months ended

 

 ($ in thousands)

 

March 31,
2024

 

 

March 31,
2023

 

Cash paid for amounts included in
   measurement of lease obligations:

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

111

 

 

$

206

 

Operating cash outflows from finance leases

 

$

3

 

 

$

6

 

Financing cash outflows from finance leases

 

$

87

 

 

$

93

 

 

 

March 31,
2024

 

 

September 30,
2023

 

Weighted-average remaining lease term -
   operating leases

 

3.3 years

 

 

3.8 years

 

Weighted-average remaining lease term -
   finance leases

 

0.5 years

 

 

0.9 years

 

Weighted-average discount rate - operating leases

 

 

5.40

%

 

 

5.40

%

Weighted-average discount rate - finance leases

 

 

5.50

%

 

 

5.50

%

 

The following is a schedule of the Company's lease liabilities by contractual maturity as of March 31, 2024:

 

($ in thousands)

Fiscal Year

 

Operating
Leases

 

 

Finance
Leases

 

2024

 

$

103

 

 

$

44

 

2025

 

 

201

 

 

 

9

 

2026

 

 

204

 

 

 

—

 

2027

 

 

106

 

 

 

—

 

2028

 

41

 

 

 

—

 

Gross lease liabilities

 

 

655

 

 

 

53

 

Less: imputed interest

 

 

(47

)

 

 

(1

)

Present value of lease liabilities

 

$

608

 

 

$

52

 

Less: Current portion of lease liabilities

 

 

(177

)

 

 

(52

)

Total lease liabilities, net of current portion

 

$

431

 

 

$

—

 
v3.24.1.u1
10. LOANS
 6 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
LOANS LOANS

 

As of March 31, 2024, the Company had a gross balance outstanding of $12,900, netted against discount on loans payable of $124. Total principal payments on loans during the six months ended March 31, 2024 were $3,467.

The following is a schedule of the Company's loan balance, net of debt discount and future loan payments, as of March 31, 2024:

 

 

 

 

 

 

 

March 31, 2024

 

 

September 30, 2023

 

($ in thousands)

 

Maturity Date

 

Rate

 

Debt Balance, Net

 

 

Debt Balance, Net

 

Master Equipment Financing Arrangement

 

Apr-25

 

13.80%

 

$

8,496

 

 

$

11,603

 

Mortgage - Corporate Facility

 

Apr-25

 

10.00%

 

 

1,965

 

 

 

1,950

 

Marquee Funding Partners

 

Jul-26 - Feb-27

 

13.00%

 

 

1,503

 

 

 

1,725

 

Auto & Equipment Loans

 

Sep-24 - Dec-29

 

0.0-11.3%

 

 

812

 

 

 

625

 

Total Loans Outstanding

 

 

 

 

 

$

12,776

 

 

$

15,903

 

Less: current portion of long-term loans

 

 

 

 

 

 

(7,686

)

 

 

(6,992

)

Long-term loans, excluding current portion

 

 

 

 

 

$

5,090

 

 

$

8,911

 

 

 

($ in thousands)

 

5-Year Loan Maturities

 

Outstanding Loan

 

FY 2024

 

 

FY 2025

 

 

FY 2026

 

 

FY 2027

 

 

FY 2028

 

 

Thereafter

 

 

Total

 

Master Equipment Financing Arrangement

 

$

3,364

 

 

$

5,221

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

8,585

 

Mortgage - Corporate Facility

 

 

—

 

 

 

2,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,000

 

Marquee Funding Partners

 

 

236

 

 

 

521

 

 

 

592

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

1,503

 

Auto & Equipment Loans

 

 

107

 

 

 

226

 

 

 

218

 

 

 

128

 

 

 

97

 

 

 

36

 

 

 

812

 

Total principal amount of loan payments by fiscal year

 

$

3,707

 

 

$

7,968

 

 

$

810

 

 

$

282

 

 

$

97

 

 

$

36

 

 

$

12,900

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(124

)

Total loan book value as of March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

12,776

 

 

Mortgage - Corporate Office

On May 10, 2023, HQLLC completed a refinancing transaction whereby it borrowed a net $1,937 against the equity of the real property purchased in April 2023 that is currently utilized as the Company's Corporate Office (see Note 7). The loan agreement has a two year term, 10% interest rate and monthly interest only payments until maturity.

 

Master Equipment Financing Agreement

On April 22, 2022, the Company entered into a Master Equipment Financing Agreement (the "Master Equipment Financing Agreement") with Trinity Capital Inc. (the "Lender"). The Master Equipment Financing Agreement provided for up to $35,000 of borrowings to finance the Company’s acquisition of blockchain computing equipment. The Company received a loan of $20,000 at closing, with the remaining $15,000 fundable upon the Company's request, if requested no later than December 31, 2022, subject to certain customary conditions. The Company did not request the funding and agreed with the Lender that the related 1% loan commitment fee for the unused portion would be refunded to the Company, which was received in December 2022. The borrowings under the Master Equipment Financing Agreement are collateralized by 3,336 S19j Pro miners, which are located at our College Park, GA and Norcross, GA sites.

Marquee Funding Partners

In connection with the acquisition of a bitcoin mining facility from WAHA Technologies Inc. in August 2022, certain assets were encumbered with mortgages which the Company assumed. The mortgages assumed have a current unpaid principal balance of $1,503, remaining payment terms ranging from 28-35 months and annual interest of 13%.

Auto and Equipment Loans

The Company has entered into various financing arrangements to purchase vehicles and non-miner equipment with combined principal outstanding at March 31, 2024 of $812. The loans vary in terms from 12-72 months with annual interest rates ranging from 0.00% - 11.30%. The loans are secured with the purchased vehicles and equipment. During the six months ended March 31, 2024, the Company entered into seven separate agreements for the purchase of machinery, autos and equipment with a combined principal of $287, with terms ranging from 12-72 months and interest rates ranging from 0.00% to 11.3%.

v3.24.1.u1
11. INCOME TAXES
 6 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

11. INCOME TAXES

The Company calculates the tax provision for interim periods using an estimated annual effective tax rate applied to year-to-date ordinary income and adjusts for discrete items, if applicable, in the quarter. In each quarter, the estimate of the annual effective tax rate is updated and an adjustment is made in the year-to-date provision. The annual effective tax rate is subject to fluctuation due to factors including changing assumptions on forecasted annual pretax income, certain book and tax differences, valuation allowances against deferred tax assets, or changes in or interpretation of tax laws. We consider new evidence (both positive and negative) at each reporting date that could affect our view of the future realization of deferred tax assets. We evaluate information such as historical financial results, historical

taxable income, projected future taxable income, expected timing of the reversals of existing temporary differences and available prudent and feasible tax planning strategies in our analysis.

The Company's income tax expense (including discrete items) was $11,595 and nil for the three months ended March 31, 2024 and 2023 and $12,994 and nil for the six months ended March 31, 2024 and 2023, respectively. The Company's estimated annual effective tax rate of 7.8% differs from the U.S. statutory rate of 21% primarily due to maintaining a valuation allowance on the deferred tax assets.
v3.24.1.u1
12. STOCKHOLDERS' EQUITY
 6 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY

12. STOCKHOLDERS’ EQUITY

Overview

The Company’s authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. In the 2023 Annual Meeting of Stockholders held in March 2023, the Company's stockholders approved an amendment to the Company's First Amended and Restated Articles of Incorporation to increase the number of shares of common stock authorized for issuance from 100,000,000 to 300,000,000. As of March 31, 2024, there were 225,469,791 shares of common stock issued and outstanding and 1,750,000 shares of preferred stock issued and outstanding. As of September 30, 2023, there were 160,184,921 shares of common stock issued and outstanding and 1,750,000 shares of preferred stock issued and outstanding.

For the three and six months ended March 31, 2024, the Company recorded $2,842 and $3,421, respectively, as dividends to holders of the Series A Preferred Stock, pursuant to the requirements listed in the certificate of designation. The dividends recorded for the three months ended December 31, 2023 of $579 were paid to the Series A Preferred Stock and the remaining unpaid dividend is recorded on the Consolidated Balance Sheets as Dividends Payable.

On June 3, 2021, the Company entered into an At The Market Offering Agreement (the “Original ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) to create an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock, having an aggregate gross offering price of up to $500,000 to or through the Agent.

On December 14, 2022, the Company entered into Amendment No. 1 to the At the Market Offering Agreement with the Agent (the “ATM Agreement Amendment” and, together with the Original ATM Agreement, the “ATM Agreement”). Under the ATM Agreement, the Company may, but has no obligation to, issue and sell up to the lesser number of shares (the “Shares”) of the Company’s common stock that does not exceed (a) $500,000 of shares of common stock, exclusive of any amounts previously sold under the Original ATM Agreement, (b) the number of authorized but unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) if applicable, the maximum number or dollar amount of shares of common stock that can be sold without causing the Company or the offering of the Shares to fail to satisfy the eligibility and transaction requirements for use of Form S-3, including General Instruction I.B.6 of Registration Statement on Form S-3, from time to time through the Agent, or to them, as sales agent and/or principal, on the terms set forth therein.

On January 5, 2024, the Company entered into a new At The Market Offering Agreement (the “2024 ATM Agreement”) with the Agent, to create an at-the-market equity program under which the Company may, but has no obligation to, issue and sell up to the lesser number of shares of the Company’s common stock that does not exceed (a) $500,000 of shares of common stock, or (b) the number of authorized but unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock). In connection with the Company’s entry into the 2024 ATM Agreement, the ATM Agreement was terminated. From the inception of the 2024 ATM Agreement through March 31, 2024, the Company issued and sold 34,075,408 shares under the 2024 ATM Agreement for net proceeds of $487,500.

On March 28, 2024, the Company entered into Amendment No. 1 to the At the Market Offering Agreement with the Agent (the “March 2024 ATM Amendment”). Under the March 2024 ATM Amendment, the Company may, but has no obligation to issue and sell up to the lesser number of shares of the Company’s common stock that does not exceed (a) $800,000 of shares of common stock, or (b) the number of authorized but unissued shares of common stock (less

the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock).

Common stock issuances during the six months ended March 31, 2024

The Company issued 62,554,658 shares of common stock under its ATM Agreement and 2024 ATM Agreement resulting in net proceeds of $629,074 during the six months ended March 31, 2024.

The Company issued 3,800,313 shares of common stock in relation to the settlement of restricted stock awards and withheld 1,184,490 shares of common stock of $17,139 for net settlement.

The Company issued 114,389 shares of common stock in connection with the exercise of stock options and warrants. Cash received from such issuance was $541.

Common stock issuances during the six months ended March 31, 2023

The Company issued 37,061,234 shares of common stock under its ATM Agreement resulting in net proceeds of $99,506 during the six months ended March 31, 2023.

The Company issued 2,160,297 shares of common stock in relation to the settlement of restricted stock awards and withheld 539,961 shares of common stock for net settlement.

The Company issued 1,590,175 shares of common stock valued at $4,803 as consideration in connection with business acquisitions.

The Company issued 1,100,890 shares of common stock valued at $2,840 in settlement of the contingent purchase price in connection with the acquisition of a bitcoin mining facility from Mawson Infrastructure Group, Inc.

Common stock returned during the six months ended March 31, 2023

The Company had 83,417 shares of common stock returned in connection with the acquisition of ATL due to nonsatisfaction of certain milestones.
v3.24.1.u1
13. STOCK WARRANTS
 6 Months Ended
Mar. 31, 2024
Stock Warrants  
STOCK WARRANTS

13. STOCK WARRANTS

The following is a summary of stock warrant activity during the six months ended March 31, 2024.

 

Number of
Warrant
Shares

 

 

Weighted
Average
Exercise
Price ($)

 

Balance, September 30, 2023

 

 

185,560

 

 

$

13.49

 

Warrants expired

 

 

(103,000

)

 

$

18.20

 

Warrants exercised

 

 

(65,000

)

 

$

8.00

 

Balance, March 31, 2024

 

 

17,560

 

 

$

6.12

 

 

As of March 31, 2024, there were warrants exercisable to purchase 17,560 shares of common stock in the Company and there were no warrants that were unvested. These warrants have a weighted average exercise price of $6.12. During the six months ended March 31, 2024, there were 65,000 warrants exercised on a cash-less basis, with 42,777 net shares issued.

As of March 31, 2024, 10,000 of the outstanding warrants had a remaining term of 4.4 years and an intrinsic value of $132. The remaining 7,560 of the outstanding warrants do not have expiration dates and have an intrinsic value of $133.
v3.24.1.u1
14. STOCK-BASED COMPENSATION
 6 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCK-BASED COMPENSATION

14. STOCK-BASED COMPENSATION

The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan (the “Plan”) with an evergreen provision that allows for the increase of the maximum number of shares of common stock available under the Plan to fifteen percent (15%) of the Company's outstanding shares of common stock. As of March 31, 2024, prior to giving any effect to the evergreen provision that allows for the increase of shares on April 1, 2024, there were 10,016,167 shares available and authorized for issuance under the Plan.

STOCK OPTIONS

The following is a summary of stock option activity during the six months ended March 31, 2024:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2023

 

 

1,970,458

 

 

$

14.86

 

Options granted

 

 

90,000

 

 

$

8.99

 

Options expired

 

 

(82,413

)

 

$

8.92

 

Options canceled/forfeited

 

 

(31,073

)

 

$

6.00

 

Options exercised

 

 

(71,612

)

 

$

7.56

 

Balance, March 31, 2024

 

 

1,875,360

 

 

$

15.27

 

As of March 31, 2024, there were options exercisable to purchase 1,208,895 shares of common stock in the Company and 666,465 unvested options outstanding that cannot be exercised until vesting conditions are met. As of March 31, 2024, the outstanding options had a weighted average remaining term of 5.29 years and an intrinsic value of $12,784.

For the six months ended March 31, 2024, the Company also granted 90,000 options to purchase shares of common stock to employees with a total fair value of $769.

The Black-Scholes model utilized the following inputs to value the options granted during the six months ended March 31, 2024:

 

Fair value assumptions Options:

 

March 31, 2024

 

Risk free interest rate

 

3.94% - 4.82%

 

Expected term (years)

 

5.77 - 6.16

 

Expected volatility

 

122.05% - 176.02%

 

Expected dividends

 

 

0

%

 

The Company recognized stock-based compensation expense relating to stock options of $3,620 and $3,145 for the six months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company expects to recognize $4,041 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 2.1 years.

RESTRICTED STOCK UNITS

The Company grants restricted stock units ("RSU"s) that contain a) service conditions, b) performance conditions, or c) market performance conditions. RSUs containing service conditions vest monthly or annually. RSUs containing performance conditions generally vest over 1 year, and the number of shares earned depends on the achievement of

predetermined Company metrics. RSUs that contain market conditions will vest based on the terms of the agreement and generally are over the employee's term of employment.

The Company recognizes the expense equal to the total fair value of the RSUs on the grant date. The time-based RSUs granted were valued equal the stock price on the grant date and the value of market-based RSUs were valued utilizing the Monte-Carlo valuation model. The expense is recognized ratably over the requisite service period.

The following table summarizes the activity for all RSUs during the six months ended March 31, 2024:

 

 

Number of
Shares

 

 

Weighted
Average
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at September 30, 2023

 

 

5,471,435

 

 

$

4.18

 

 

$

20,846

 

Granted

 

 

209,972

 

 

 

3.81

 

 

 

 

Vested

 

 

(3,763,915

)

 

 

3.86

 

 

 

 

Forfeited

 

 

(2,504

)

 

 

4.15

 

 

 

 

Outstanding at March 31, 2024

 

 

1,914,988

 

 

$

4.78

 

 

$

40,617

 

 

On September 29, 2023, the Compensation Committee granted 3,460,000 market-based restricted stock units to senior leadership of the Company. A 33% tranche of the market-based awards vest based upon the Company's stock price reaching 200%, 300% and 400% of the stock price on the date of grant. The vesting of each tranche was dependent upon the target stock price being met for at least 10 of 20 consecutive trading days and the awards were not dependent on a defined service period. The total fair value of the award is approximately $13,160. In December 2023, the Company's stock price reached the 200% target and 33% of the grant was vested and shares settled. In February 2024, the Company's stock reached both 300% and 400% of the target stock price for a period greater than 10 of 20 consecutive days and the remaining market-based awards vested. Accordingly, the Company recognized the entire $13,160 in stock compensation through March 2024 and all shares were settled as of March 31, 2024.

On October 1, 2023, the Company granted 209,972 time-based RSUs to its board members as part of their annual compensation. These RSUs vest 25% each quarter-end and have a combined grant-date fair value of $800. The first vesting occurred on December 31, 2023, and 52,492 shares were settled and issued in January 2024. The second vesting occurred on March 31, 2024, and 52,492 shares were settled and issued in April 2024.

As of March 31, 2024, the Company had 1,914,988 outstanding unvested time-based restricted stock awards. About 50% of the time-based awards will vest by September 2024 and the rest will vest in the Company's fourth fiscal quarter ending September 30, 2025.

As of September 30, 2023, the Company had 196,435 performance-based awards that were unvested. In October 2023, 193,931 performance-based awards vested when the Company achieved its exahash target rate of 10.0. Additionally, 2,504 performance-based awards were forfeited in October 2023 due to termination.

The Company recognized stock-based compensation expense relating to restricted stock units of $16,130 and $8,476 for the six months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company had $6,803 in unrecognized compensation costs related to all RSU awards that it expects to recognize over a weighted average period of 1.39 years.
v3.24.1.u1
15. COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

Purchase of bitcoin mining related equipment

The Company had $92,544 in open purchase commitments for miners or mining equipment as of March 31, 2024. These commitments pertain to the purchase transactions with Bitmain Technologies Delaware Limited ("Bitmain Technologies") signed in both October 2023 and January 2024 for the purchase of 22,050 and 60,000 Antminer S21 bitcoin mining machines with purchase prices of $61,740 and $193,200 (after coupons), respectively. As of March 31, 2024, the Company has made combined payments of $158,884 and has accrued $3,512 for payment included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. In connection with the October 2023 miner transaction, the purchase agreement allowed for a portion of the purchase price to be paid one year after shipment of the miners.

Contractual future payments

The following table sets forth certain information concerning our obligations to make contractual future payments towards our agreements as of March 31, 2024:

 

 ($ in thousands)

 

Fiscal Year 2024

 

 

Fiscal Year 2025

 

 

Fiscal Year 2026

 

 

Fiscal Year 2027

 

 

Fiscal Year 2028

 

 

Thereafter

 

 

Total

 

Recorded contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

$

103

 

 

$

201

 

 

$

204

 

 

$

106

 

 

$

41

 

 

$

—

 

 

$

655

 

Finance lease obligations

 

 

44

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

53

 

Loans

 

 

4,466

 

 

 

8,541

 

 

 

898

 

 

 

303

 

 

 

104

 

 

 

38

 

 

 

14,350

 

Construction in progress

 

 

16,090

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16,090

 

Miners and mining equipment contracts

 

 

83,720

 

 

 

8,824

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

92,544

 

Total

 

$

104,423

 

 

$

17,575

 

 

$

1,102

 

 

$

409

 

 

$

145

 

 

$

38

 

 

$

123,692

 

Legal contingencies

In addition to the legal matters disclosed below, the Company may from time to time be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Bishins v. CleanSpark, Inc. et al.

On January 20, 2021, Scott Bishins (“Bishins”), individually, and on behalf of all others similarly situated (together, the “Class”), filed a class action complaint in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer, Zachary Bradford (“Bradford”), and its Chief Financial Officer at the time, Lori Love (“Love”) (such action, the “Class Action”). Subsequent to the filing of the Class Action, Darshan Hasthantra, as lead Plaintiff (together with Bishins, the “Plaintiffs”), filed an amended complaint (the “Amended Class Complaint”), which named S. Matthew Schultz (“Schultz”) as a defendant (the Company, Bradford and Schultz, collectively, the “Defendants”) and no longer named Love as a defendant.

The Amended Class Complaint alleges that, between December 10, 2020 and August 16, 2021 (the “Class Period”), Defendants made material misstatements and omissions regarding the Company’s acquisition of ATL and its anticipated expansion of bitcoin mining operations and seeks: (a) certification of the Class, (b) an award of compensatory damages to the Class, and (c) an award of reasonable costs and expenses incurred by the Class in the litigation.

To date, no class has been certified in the Class Action, and the case is moving forward in discovery.

The Company believes that the claims raised in the Amended Class Complaint are without merit. The Company intends to defend itself vigorously against these claims. At this time, the Company is unable to estimate potential losses, if any, related to the Amended Class Complaint.

Consolidated Ciceri Derivative Actions

On May 26, 2021, Andrea Ciceri (“Ciceri”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action (the “Ciceri Derivative Action”) in the United States District Court in the District of Nevada against certain of the Company’s officers and directors (collectively referred to as “Ciceri Derivative Defendants”) (Ciceri v. Bradford, Schultz, Love, Beynon, McNeill and Wood). On June 22, 2021, Mark Perna (“Perna”) (Ciceri, Perna, and Ciceri Derivative Defendants collectively referred to as the “Parties”) filed a verified shareholder derivative action (the “Perna Derivative Action”) in the same court against the same Ciceri Derivative Defendants, making substantially similar allegations. On June 29, 2021, the Court consolidated the Ciceri Derivative Action with the Perna Derivative Action in accordance with a stipulation among the Parties (the consolidated case referred to as the “Consolidated Ciceri Derivative Action”). The Consolidated Ciceri Derivative Action asserts claims of breach of fiduciary duties,

unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets and seeks declaratory relief, monetary damages, and the imposition of adequate corporate governance and internal controls.

In June 2023, the Company’s Board of Directors appointed a special litigation committee (the “SLC”), comprised of independent Directors and represented by independent counsel, to intervene in the case, investigate, evaluate and prosecute as appropriate any and all claims asserted in the Consolidated Ciceri Derivative Action as well as the Consolidated Smith Derivative Actions (defined below). On October 23, 2023, the Court stayed the case until July 23, 2024, pending the completion of the SLC’s investigation.

The Company believes that the claims raised in the Consolidated Ciceri Derivative Action are without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. At this time, the Company is unable to estimate potential losses, if any, related to the Consolidated Ciceri Derivative Action.

Consolidated Smith Derivative Actions

On February 21, 2023, Brandon Smith (“Smith”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action in the Eighth Judicial District Court of the State of Nevada in and for Clark County against certain of the Company’s officers and directors (Smith v. Bradford, Love, Schultz, Beynon, McNeill and Wood).

On February 24, 2023, Plaintiff Nicholas Iraci (“Iraci”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action in the Eighth Judicial District Court of the State of Nevada in and for Clark County against certain of the Company’s officers and directors (Iraci v. Bradford, Love, Schultz, Beynon, McNeill and Wood).

On March 1, 2023, Plaintiff Eric Atanasoff (“Atanasoff”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action in the Eighth Judicial District Court of the State of Nevada in and for Clark County against certain of the Company’s Officers and Directors (Atanasoff v. Bradford, Schultz, Beynon, McNeill, and Wood).

On March 8, 2023, Plaintiff Travis France (“France”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action in the Eighth Judicial District Court of the State of Nevada in and for Clark County against certain of the Company’s officers and directors (France v. Bradford, Love, Tadayon, Schultz, Beynon, McNeill and Wood).

Ultimately, each of the aforementioned derivative actions were consolidated into the Smith Derivative Action in the Eighth Judicial District Court of Nevada (the “Consolidated Smith Derivative Actions”).

The operative Consolidated Smith Derivative Actions assert claims of breach of fiduciary duties, unjust enrichment and corporate waste and seek monetary damages, restitution, declaratory relief, litigation costs, and the imposition of adequate corporate governance and internal controls.

On November 6, 2023, the Court stayed the Consolidated Smith Derivative Actions for five months pending the completion of the SLC’s investigation. On March 26, 2024, the SLC moved for an extension of the stay, which was granted on April 23, 2024, through July 8, 2024.

The Company believes that the claims raised in Consolidated Smith Derivative Actions are without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. At this time, the Company is unable to estimate potential losses, if any, related to the Consolidated Smith Derivative Actions.
v3.24.1.u1
16. MAJOR CUSTOMERS AND VENDORS
 6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
MAJOR CUSTOMERS AND VENDORS

16. MAJOR CUSTOMERS AND VENDORS

The Company has one mining pool operator (Foundry Digital) that represented 100% of revenue for the six months ended March 31, 2024 and 2023.

For the six months ended March 31, 2024 and 2023, the Company had the following significant suppliers of mining equipment.

 

 

Six Months Ended

 

 

March 31, 2024

 

 

March 31, 2023

 

Cryptech Solutions

 

 

0

%

 

 

72

%

Bitmain Technologies

 

 

100

%

 

 

0

%

Sunnyside Digital Inc.

 

 

0

%

 

 

27

%
v3.24.1.u1
17. SUBSEQUENT EVENTS
 6 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
17.
SUBSEQUENT EVENTS

We have evaluated events occurring between April 1, 2024 through May 8, 2024. There were no material subsequent events except as disclosed below:

At-the-Market Equity Issuances

From April 1, 2024 through May 8, 2024, the Company issued 2,342,000 shares under its March 2024 ATM Amendment offering facility resulting in net proceeds of approximately $45,502.

Issuance of Shares from Option Exercises

From April 1, through May 8, 2024, the Company issued 58,469 shares of common stock relating to exercises of employee stock options.

Miner Purchase Agreement

On April 11, 2024, the Company entered into a Supplemental Agreement with Bitmain Technologies to amend certain terms of the Future Sales and Purchase Agreement dated January 6, 2024. The Supplemental Agreement amends the January 2024 Bitmain Technologies contract by modifying the type of miners to be purchased under the option from the S21 model to the upgraded S21 Pro model at a total purchase price of $374,400 for 100,000 units. The Company has paid a combined total of $93,600, of which $32,000 was paid as of March 31, 2024 and is included in Deposits on miners and mining equipment in our Consolidated Balance Sheets, and the remainder of $61,600 was paid in April 2024.

Bitcoin Reward Halving

On April 20, 2024, the bitcoin rewards issued for each block solved dropped from 6.25 to 3.125, effectively reducing the non-cash consideration received from bitcoin mining by 50% (excluding transactions fee rewards).

v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on December 1, 2023 (the “Form 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this Quarterly Report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The accompanying unaudited consolidated financial statements include the accounts of CleanSpark, Inc., and the Company’s wholly owned, capitalized, and operating subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc., CleanSpark DW, LLC, CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, MS Data, LLC, and CleanSpark HQ, LLC. All intercompany transactions have been eliminated upon consolidation of these entities.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

On March 21, 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2024-01 ("ASU 2024-01"), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods. The Company is currently evaluating the impact of the adoption of ASU 2024-01 on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangible - Goodwill and Other - Crypto Assets (Subtopic 350-60) (“ASC 350-60”). ASC 350-60 requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. Crypto assets that meet all the following criteria are within the scope of ASC 350-60:

(1)
meet the definition of intangible assets as defined in the Codification;
(2)
do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets;
(3)
are created or reside on a distributed ledger based on blockchain or similar technology;
(4)
are secured through cryptography;
(5)
are fungible; and
(6)
are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective October 1, 2023 resulting in a $4,183 cumulative-effect change to adjust the Company's bitcoin held on October 1, 2023 with the corresponding entry to beginning accumulated deficit.

In December 2023, the FASB issued ASU 2023-09, which established a new income tax disclosure requirement in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. Companies must also further disaggregate income taxes paid. Companies are required to apply the guidance to annual periods beginning after December 15, 2024. The Company does not intend to early adopt this standard.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments (“ASU 2023-07”), which requires enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The new guidance is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company adopted the provisions of the accounting pronouncement as of October 1, 2023 and the new standard did not have an impact on the Company's consolidated financial statements for the six months ended March 31, 2024.

Liquidity

Liquidity

The Company had cash and cash equivalents, including restricted cash, of $323,052 and bitcoin (measured at fair value) of $357,981 as of March 31, 2024. As shown in the accompanying unaudited consolidated financial statements, the Company generated a net income from continuing operations of $152,644 during the six months ended March 31, 2024. The Company had cash outflows from operating activities from continuing operations, which were $82,525 during the six months ended March 31, 2024. The Company had cash outflows from investing activities from continuing operations due to its investments in capital expenditures in support of its bitcoin mining operations partially offset by proceeds of bitcoin sales. The Company generated significant cash inflows from financing activities from continuing operations, primarily attributed to proceeds from equity offerings. The Company generates non-cash consideration in the form of bitcoin, that the Company will sell to generate cash to funds its operations. During the six months ended March 31, 2024, the Company sold $43,103 of bitcoin at various times during the period and utilized the proceeds to pay expenditures. However, the Company utilized portions of its equity offerings to offset its cash used in operating and investing activities. The Company has sufficient cash and bitcoin, which should continue to

support its ongoing operations for the next twelve months. The Company intends to continue generating cash from its access to equity financing through its at-the-market offering facility (see Note 12).

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of derivative assets, available-for-sale investments, the valuations of share-based awards and the valuations of tangible assets acquired in asset acquisitions. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that the ongoing global supply chain issues may have on the Company’s operations.
Revenue Recognition

Revenue from Contracts with Customers - Revenue from Bitcoin Mining

The Company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (ASC 606). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

1.
Identify the contract with the customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognize revenue when the company satisfies a performance obligation

Step 1: The Company operates in the bitcoin mining industry and has identified its bitcoin mining pool operator as its customer. The Company enters into a contract with a bitcoin mining pool operator (the "customer") to provide hash computation computing power to the mining pools. The contracts are terminable at any time by either party, the contract term is shorter than a 24-hour period, the contracts are continuously renewed, and there are no penalties for contract termination by either party. The Company earns revenue based on the Full-Pay-Per-Share (“FPPS”) payout method, set forth by our customer. The calculation has specific components which include network block subsidies, network difficulty, network transaction fees, and pool operating fees. The network block subsidy consists of newly generated bitcoins and comprises the largest share of the block reward. Network difficulty is the difficulty required to mine a block on the bitcoin network. Network transaction fees consist of fees paid by the users of the network for the execution of transactions that are included in the block. Pool operating fees are fees charged by the mining pool operator in order to operate the pool. Network block subsidies are based on the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during a 24-hour period beginning at midnight Universal Time Coordinated (UTC) daily, regardless of whether the mining pool operator successfully records a block to the blockchain. Network difficulty is based on the actual difficulty to mine a block on the bitcoin network. Network transaction fees are based on the total amount of transaction fees that are actually generated on the blockchain network as a whole during a 24-hour period. Pool operating fees are determined by a fee rate set forth in the customer’s terms of service as a percentage of the actual daily FPPS payout.

The mining pool that the Company contributes its hash computation computing power to only provides services for bitcoin mining and the fees charged during the most recent quarter were 0.19% of the total daily bitcoin mined. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides hash computation computing power to the mining pool operator, which is considered contract inception, because customer consumption is in tandem with delivery of the computing power.

 

Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance

obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

•
The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
•
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, the Company has a single performance obligation in providing computing power services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of computing power services is fulfilled over time, as opposed to a point in time, because the Company provides the hash computation computing power throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. The Company has full control of the mining equipment utilized in the mining pool, and if the Company determines it will increase or decrease the hashrate computation computing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the computing power provided to the customer will be increased or reduced.

Step 3: The transaction consideration the Company receives is non-cash digital consideration in the form of bitcoin, which the Company measures at fair value as the closing bitcoin price on the date of contract inception as determined by the Company's principal market of bitcoin, Coinbase, and such price is not materially different from using the opening bitcoin price on the date of contract inception. According to the customer contract, daily earnings are calculated from midnight-to-midnight UTC time, and the payout is made one hour later at 1:00 AM UTC time after the preceding midnight-to-midnight 24-hour period. The Company utilizes midnight Greenwich Mean Time (GMT), which is also the midnight of UTC time, since this is consistent with our customer contract in calculating our daily non-cash digital consideration from midnight-to-midnight UTC time.

The transaction consideration the Company earns is all variable since it is dependent on the daily computing power provided by the Company. The Company’s bitcoins earned through the contractual payout formula is not known until the Company’s hash computation computing power contributed over the daily measurement period is fulfilled over-time between midnight-to-midnight UTC time. The Company’s proportionate amount of the network transaction fee rewards earned are calculated at the end of each transactional day (midnight to midnight). There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

Step 4: The transaction price is allocated to the single performance obligation upon verification for the provision of hash computation computing power to the mining pool operator. There is a single performance obligation (i.e., hash computation computing power or hashrate) for the contract; therefore, all consideration from the mining pool operator is allocated to this single performance obligation.

Step 5: The Company’s performance is complete in transferring the hash computation computing power over time to the customer and the customer obtains control of the contributed hashrate.

There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing hash computation computing power.

Revenues from Data Center Services

As of September 30, 2023, data center services are no longer provided to external customers. The Company formerly provided data services, such as providing its customers with rack space, power and equipment, and cloud services, such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations were the services provided to a customer for the month based on the contract. The transaction price was the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month.
Cost of revenues

Cost of revenues

Bitcoin mining segment (sole reportable segment)

The Company includes energy costs and external co-location mining hosting fees in cost of revenues.

Cash and cash equivalents, including restricted cash

Cash and cash equivalents, including restricted cash

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. Temporary cash investments are made with high credit quality financial institutions. At times, such investments in U.S. accounts may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits.

The Company had restricted cash of $2,992 as of March 31, 2024 held in a separate bank account in a certificate of deposit as collateral for utility bonds. The utility bonds are reported in prepaid expense and other current assets on the Consolidated Balance Sheets.
Accounts receivable, net

Accounts receivable, net

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers and do not bear interest. The Company performs ongoing credit evaluation of its customers, and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded.

Accounts receivable, net consists of the following:

($ in thousands)

 

March 31,
2024

 

 

September 30,
2023

 

Accounts Receivable, gross

 

$

—

 

 

$

353

 

Provision for doubtful allowances

 

 

—

 

 

 

(348

)

Total Accounts Receivable, net

 

$

—

 

 

$

5

 
Inventory

Inventory

Inventory balances mainly include supplies inventory used to maintain bitcoin mining facilities and are presented at net realizable value with cost being measured on an average cost method. The Company periodically reviews inventories for unusable and obsolete items. Based on this evaluation, provisions are made to write inventories down to their net realizable value. Inventory was $991 and $809 as of March 31, 2024 and September 30, 2023, respectively
Prepaid expense and other current assets

Prepaid expense and other current assets

The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets.

Other current assets are assets that consist of supplies, deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long-term assets.
Concentration Risk

Concentration Risk

At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance in excess of the FDIC limits was $22,638 and $28,965 as of March 31, 2024 and September 30, 2023, respectively. The accounts offered by the custodian of the Company’s bitcoin, which accounts totaled $357,981 and $56,241 as of March 31, 2024 and September 30, 2023, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts.

The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. Please refer to Note 16 - Major Customers and Vendors.
Stock-based compensation

Stock-based compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units, please refer Note 14 – Stock-Based Compensation.
Earnings (loss) per share

Earnings (loss) per share

The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. All common stock equivalents that consist of options, warrants and restricted stock units were excluded from the calculation of the diluted

loss per share calculation for the three and six months ended March 31, 2023 as their effect is anti-dilutive. Provided below is the income (loss) per share calculation for the three and six months ended March 31, 2024 and 2023:

 

 

For the Three Months
Ended March 31,

 

 

For the Six Months
Ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

126,735

 

 

$

(18,166

)

 

$

152,644

 

 

$

(48,654

)

Preferred stock dividends

 

 

2,842

 

 

 

—

 

 

 

3,421

 

 

 

—

 

Income (loss) from continuing operations attributable to common shareholders

 

$

123,893

 

 

$

(18,166

)

 

$

149,223

 

 

$

(48,654

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

Income (loss) from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.59

 

 

$

(0.23

)

 

$

0.77

 

 

$

(0.66

)

Diluted

 

$

0.58

 

 

$

(0.23

)

 

$

0.76

 

 

$

(0.66

)

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

$

—

 

 

$

(294

)

 

$

—

 

 

$

1,163

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

(Loss) income on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 

Diluted

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 
Property and equipment

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Construction-in-progress is the construction or development of assets that have not yet been placed in service for their intended use. Depreciation for building and building improvements, leasehold improvements, miners, mining equipment, infrastructure assets, machinery and equipment, and furniture and fixtures commences once they are ready for their intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements



Shorter of lease term or 15 years

Miners

 

3 - 5

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5

 

In accordance with FASB ASC 360-10, Property, Plant and Equipment, the carrying value of property and equipment and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the six months ended March 31, 2024 and 2023, the Company did not record an impairment expense on property and equipment.
Bitcoin

Bitcoin

Bitcoin are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and such bitcoin holdings are expected to be realized in cash or sold or consumed during the normal operating cycle of the Company.

As a result of adopting ASC 350-60 on October 1, 2023, bitcoin is measured at fair value as of each reporting period (see Recently Issued Accounting Pronouncements). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement. Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company's revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period is reflected on the consolidated statements of operations and comprehensive income (loss) as "Gain on fair value of bitcoin, net". In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out ("FIFO") basis.

Prior to the issuance of ASU 2023-08 and adoption of ASC 350-60, bitcoin were recorded at cost less impairment and were classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other. Bitcoin was accounted for in connection with the Company’s revenue recognition policy detailed above. An intangible asset with an indefinite useful life was not amortized but was assessed for impairment annually, or more frequently, when events or changes in circumstances occurred indicating that it was more likely than not that the indefinite-lived asset was impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment for periods under prior accounting guidance, the Company had the option to first perform a qualitative assessment to determine whether it was more likely than not that an impairment exists. If it was determined that it was not more likely than not that an impairment exists, a quantitative impairment test was not necessary. If the Company concluded otherwise, it was required to perform a quantitative impairment test. The Company elected to perform the quantitative impairment test each period rather than first performing the qualitative assessment. Quantitative impairment was measured using the intraday low bitcoin price from Coinbase in accordance with ASC 820, Fair Value Measurement. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted as per ASC 350, Intangibles – Goodwill and Other.

Bitcoin, which is non-cash consideration earned by the Company through its mining activities, are included as a reconciling item as a cash outflow within operating activities on the accompanying Consolidated Statements of Cash Flow. The cash proceeds from the sales of bitcoin are classified based on the holding period in which the bitcoin are held. ASC 350-60 provides guidance on classifying proceeds from bitcoin and concludes that bitcoin converted nearly immediately into cash would qualify as cash flows from operating activities. All other sales would qualify as investing activities. In prior fiscal periods, the Company did not hold its bitcoin for extended periods of time and such sales proceeds prior to the adoption of ASC 350-60 were reported as cash flows from operating activities. Upon adoption, the Company evaluates its sales of bitcoin and records bitcoin sold nearly immediately as operating cash flows and the remainder will be recorded as investing activities. During the six months ended March 31, 2024, all proceeds from bitcoin sales were classified as investing activities.
Fair Value Measurement of financial instruments, derivative asset and contingent consideration

Fair Value Measurement of financial instruments, derivative asset and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable:

Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.

Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available under the circumstances.

The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable approximate their fair values because of the short-term nature of the instruments. The carrying amount of the Company's long-term portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2024 and September 30, 2023:

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Bitcoin

 

$

357,981

 

 

$

357,981

 

 

$

—

 

 

$

—

 

Derivative investment asset

 

 

505

 

 

 

—

 

 

 

—

 

 

 

505

 

Investment in debt security

 

 

784

 

 

 

—

 

 

 

—

 

 

 

784

 

Total

 

$

359,270

 

 

$

357,981

 

 

$

—

 

 

$

1,289

 

 

September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Derivative investment asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 

There were no transfers between Level 1, 2 or 3 during the six months ended March 31, 2024.

 

The activities of the financial instruments that were measured and recorded at fair value on the Company's balance sheets on a recurring basis during the six months ended March 31, 2024 are described in Note 6 - Investments.

Discontinued Operations

Discontinued Operations

The Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of the majority of its energy assets.

Through its discontinued operations segment, the Company previously provided energy solutions through its wholly-owned subsidiaries CleanSpark, LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, and Solar Watt Solutions, Inc. These solutions consisted of engineering, design and software solutions, custom hardware solutions, Open Automated Demand response, solar, energy storage for microgrid and distributed energy systems. The Company has sold the majority of its assets related to the Energy Segment, which included software and intellectual property, and inventory. See Note 4 – Discontinued Operations.

v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of Accounts Receivable

Accounts receivable, net consists of the following:

($ in thousands)

 

March 31,
2024

 

 

September 30,
2023

 

Accounts Receivable, gross

 

$

—

 

 

$

353

 

Provision for doubtful allowances

 

 

—

 

 

 

(348

)

Total Accounts Receivable, net

 

$

—

 

 

$

5

 
Schedule of Earnings Per Share Basic and Diluted Provided below is the income (loss) per share calculation for the three and six months ended March 31, 2024 and 2023:

 

 

For the Three Months
Ended March 31,

 

 

For the Six Months
Ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

126,735

 

 

$

(18,166

)

 

$

152,644

 

 

$

(48,654

)

Preferred stock dividends

 

 

2,842

 

 

 

—

 

 

 

3,421

 

 

 

—

 

Income (loss) from continuing operations attributable to common shareholders

 

$

123,893

 

 

$

(18,166

)

 

$

149,223

 

 

$

(48,654

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

Income (loss) from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.59

 

 

$

(0.23

)

 

$

0.77

 

 

$

(0.66

)

Diluted

 

$

0.58

 

 

$

(0.23

)

 

$

0.76

 

 

$

(0.66

)

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

$

—

 

 

$

(294

)

 

$

—

 

 

$

1,163

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

209,287,089

 

 

 

80,469,471

 

 

 

193,964,904

 

 

 

73,450,877

 

Dilutive impact of stock options and other share-based awards

 

 

2,811,979

 

 

 

—

 

 

 

2,938,690

 

 

 

581,205

 

Weighted-average common shares outstanding, diluted

 

 

212,099,068

 

 

 

80,469,471

 

 

 

196,903,594

 

 

 

74,032,082

 

(Loss) income on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 

Diluted

 

$

—

 

 

$

(0.00

)

 

$

—

 

 

$

0.02

 
Schedule of Estimated Useful Life of Asset

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements



Shorter of lease term or 15 years

Miners

 

3 - 5

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5
Schedule of Financial Instruments

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2024 and September 30, 2023:

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Bitcoin

 

$

357,981

 

 

$

357,981

 

 

$

—

 

 

$

—

 

Derivative investment asset

 

 

505

 

 

 

—

 

 

 

—

 

 

 

505

 

Investment in debt security

 

 

784

 

 

 

—

 

 

 

—

 

 

 

784

 

Total

 

$

359,270

 

 

$

357,981

 

 

$

—

 

 

$

1,289

 

 

September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Derivative investment asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 
v3.24.1.u1
3. ACQUISITIONS (Tables)
 6 Months Ended
Mar. 31, 2024
Dalton15, LLC [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

327

 

Building/Improvements

 

 

702

 

Infrastructure

 

 

2,540

 

Total

 

$

3,569

 
MS Data, LLC [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

 

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

1,304

 

Building/Improvements

 

 

7,525

 

Infrastructure

 

 

10,942

 

Total

 

$

19,771

 
Dalton 1 & 2
Coinmaker LLC [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

 


($ in thousands)

 

Allocation at
Acquisition Date

 

Land lease - right of use asset

 

$

266

 

Operating lease liability

 

 

(266

)

Building

 

 

1,328

 

Infrastructure

 

 

8,061

 

Total purchase price

 

$

9,389

 
v3.24.1.u1
4. DISCONTINUED OPERATIONS (Tables)
 6 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Discontinued Operations

Provided below are the key areas of the financials that constitute the discontinued operations:

 

 

March 31,
2024

 

 

September 30,
2023

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Accounts receivable, net

 

$

4

 

 

$

126

 

Inventory

 

 

320

 

 

 

319

 

Total current assets held for sale

 

$

324

 

 

$

445

 

 

 

 

 

 

 

 

Total assets held for sale

 

$

324

 

 

$

445

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Total current liabilities held for sale

 

 

637

 

 

 

1,175

 

Total liabilities held for sale

 

$

637

 

 

$

1,175

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the six months ended

 

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Total revenues, net

 

$

—

 

 

$

28

 

 

$

—

 

 

$

129

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

—

 

 

 

331

 

 

 

—

 

 

 

684

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

—

 

 

$

(303

)

 

$

—

 

 

$

(555

)

 

 

 

 

 

 

 

 

 

 

 

 

Total other income

 

 

—

 

 

 

9

 

 

 

—

 

 

 

1,718

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income before income tax (expense) benefit

 

 

—

 

 

 

(294

)

 

 

—

 

 

 

1,163

 

Income tax benefit (expense)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Net (loss) income attributable to common shareholders

 

$

—

 

 

$

(294

)

 

$

—

 

 

$

1,163

 
v3.24.1.u1
5. BITCOIN (Tables)
 6 Months Ended
Mar. 31, 2024
Common Domain Members [Abstract]  
Schedule of Company's Bitcoin Holdings

The following table presents the Company's bitcoin holdings as of March 31, 2024 and September 30, 2023:

 

 

 

As of

 

Bitcoin holdings

 

March 31, 2024

 

 

September 30, 2023 (unaudited)

 

Number of bitcoin held

 

 

5,021

 

 

 

2,243

 

Cost basis - per bitcoin

 

$

41,886

 

 

$

25,074

 

Fair value - per bitcoin

 

$

71,291

 

 

$

26,961

 

Cost basis of bitcoin (in '000s)

 

$

210,324

 

 

$

56,241

 

Fair value of bitcoin (in '000s)

 

$

357,981

 

 

$

60,424

 

 
Schedule of Activities of The Bitcoin

The following table presents information based on the activity of bitcoin for the six months ended March 31, 2024:

 

 ($ in thousands)

 

 

 

Balance as of September 30, 2023

 

$

56,241

 

Cumulative effect of the adoption of ASC 350-60

 

 

4,183

 

Adjusted beginning balance - at fair value

 

$

60,424

 

Addition of bitcoin from mining activities

 

 

185,585

 

Bitcoin sold & issued for services and purchase of software

 

 

(43,771

)

Gains from fair value adjustments

 

 

155,743

 

Balance as of March 31, 2024

 

$

357,981

 
v3.24.1.u1
6. INVESTMENTS (Tables)
 6 Months Ended
Mar. 31, 2024
Schedule of Investments [Abstract]  
Summary of Reconciliation of Carrying Value of all Investments

The following table sets forth a reconciliation of carrying value of all investments as of March 31, 2024:

 ($ in thousands)

 

ILAL
Debt
Securities

 

 

ILAL
Derivative
Asset

 

 

Balance as of September 30, 2023

 

$

726

 

 

$

2,697

 

 

Unrealized loss on derivative asset

 

 

—

 

 

 

(2,192

)

 

Unrealized gain on fair value recognized in other comprehensive income

 

 

58

 

 

 

—

 

 

Balance as of March 31, 2024

 

$

784

 

 

$

505

 

 
v3.24.1.u1
7. PROPERTY AND EQUIPMENT (Tables)
 6 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment consist of the following:

 

 ($ in thousands)

 

March 31, 2024

 

 

September 30, 2023

 

Land

 

$

6,813

 

 

$

4,144

 

Land improvements

 

 

5,431

 

 

 

1,564

 

Building and improvements

 

 

75,382

 

 

 

52,198

 

Leasehold improvements

 

 

672

 

 

 

672

 

Miners

 

 

658,677

 

 

 

527,868

 

Mining equipment

 

 

22,579

 

 

 

18,706

 

Infrastructure

 

 

105,664

 

 

 

45,612

 

Machinery and equipment

 

 

2,727

 

 

 

1,907

 

Furniture and fixtures

 

 

1,253

 

 

 

386

 

Construction in progress

 

 

14,037

 

 

 

81,875

 

Total

 

$

893,235

 

 

$

734,932

 

Less: accumulated depreciation

 

 

(222,725

)

 

 

(170,537

)

Property and equipment, net

 

$

670,510

 

 

$

564,395

 

 
v3.24.1.u1
8. INTANGIBLE ASSETS (Tables)
 6 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets consist of the following as of March 31, 2024 and September 30, 2023:

 

 

 

March 31, 2024

 

 

September 30, 2023

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

608

 

 

$

(143

)

 

$

465

 

 

$

440

 

 

$

(90

)

 

$

350

 

Websites

 

 

15

 

 

 

(11

)

 

 

4

 

 

 

15

 

 

 

(8

)

 

 

7

 

Strategic Contract

 

 

9,800

 

 

 

(6,533

)

 

 

3,267

 

 

 

9,800

 

 

 

(5,554

)

 

 

4,246

 

Total

 

$

10,423

 

 

$

(6,687

)

 

$

3,736

 

 

$

10,255

 

 

$

(5,652

)

 

$

4,603

 

 
Schedule of Amortization Expense of Intangible Assets

The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows:

 

Fiscal Year

 

 

 

 ($ in thousands)

 

March 31, 2024

 

2024

 

$

1,043

 

2025

 

 

2,083

 

2026

 

 

449

 

2027

 

 

119

 

2028

 

 

42

 

Total

 

$

3,736

 
v3.24.1.u1
9. LEASES (Tables)
 6 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Lease Costs

The Company's lease costs recognized during the six months ended March 31, 2024 and 2023 in the unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) consist of the following:

 

 

 

For the three months ended

 

 

For the six months ended

 

 ($ in thousands)

 

March 31,
2024

 

 

March 31,
2023

 

 

March 31,
2024

 

 

March 31,
2023

 

Operating lease cost (1)

 

$

47

 

 

$

79

 

 

$

93

 

 

$

159

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense of financed assets

 

$

41

 

 

$

39

 

 

$

82

 

 

$

119

 

Interest on lease obligations

 

$

1

 

 

$

4

 

 

$

3

 

 

$

10

 

(1) Included in general and administrative expenses
Other Lease Information

Other lease information is as follows:

 

 

 

For the six months ended

 

 ($ in thousands)

 

March 31,
2024

 

 

March 31,
2023

 

Cash paid for amounts included in
   measurement of lease obligations:

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

111

 

 

$

206

 

Operating cash outflows from finance leases

 

$

3

 

 

$

6

 

Financing cash outflows from finance leases

 

$

87

 

 

$

93

 
Weighted-average Remaining Lease Terms

 

March 31,
2024

 

 

September 30,
2023

 

Weighted-average remaining lease term -
   operating leases

 

3.3 years

 

 

3.8 years

 

Weighted-average remaining lease term -
   finance leases

 

0.5 years

 

 

0.9 years

 

Weighted-average discount rate - operating leases

 

 

5.40

%

 

 

5.40

%

Weighted-average discount rate - finance leases

 

 

5.50

%

 

 

5.50

%
Contractual Maturity of Lease Liability

The following is a schedule of the Company's lease liabilities by contractual maturity as of March 31, 2024:

 

($ in thousands)

Fiscal Year

 

Operating
Leases

 

 

Finance
Leases

 

2024

 

$

103

 

 

$

44

 

2025

 

 

201

 

 

 

9

 

2026

 

 

204

 

 

 

—

 

2027

 

 

106

 

 

 

—

 

2028

 

41

 

 

 

—

 

Gross lease liabilities

 

 

655

 

 

 

53

 

Less: imputed interest

 

 

(47

)

 

 

(1

)

Present value of lease liabilities

 

$

608

 

 

$

52

 

Less: Current portion of lease liabilities

 

 

(177

)

 

 

(52

)

Total lease liabilities, net of current portion

 

$

431

 

 

$

—

 
v3.24.1.u1
10. LOANS (Tables)
 6 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Loans Outstanding

The following is a schedule of the Company's loan balance, net of debt discount and future loan payments, as of March 31, 2024:

 

 

 

 

 

 

 

March 31, 2024

 

 

September 30, 2023

 

($ in thousands)

 

Maturity Date

 

Rate

 

Debt Balance, Net

 

 

Debt Balance, Net

 

Master Equipment Financing Arrangement

 

Apr-25

 

13.80%

 

$

8,496

 

 

$

11,603

 

Mortgage - Corporate Facility

 

Apr-25

 

10.00%

 

 

1,965

 

 

 

1,950

 

Marquee Funding Partners

 

Jul-26 - Feb-27

 

13.00%

 

 

1,503

 

 

 

1,725

 

Auto & Equipment Loans

 

Sep-24 - Dec-29

 

0.0-11.3%

 

 

812

 

 

 

625

 

Total Loans Outstanding

 

 

 

 

 

$

12,776

 

 

$

15,903

 

Less: current portion of long-term loans

 

 

 

 

 

 

(7,686

)

 

 

(6,992

)

Long-term loans, excluding current portion

 

 

 

 

 

$

5,090

 

 

$

8,911

 

 
Schedule of Principal Amount of Loan Maturities Due Over the Years

($ in thousands)

 

5-Year Loan Maturities

 

Outstanding Loan

 

FY 2024

 

 

FY 2025

 

 

FY 2026

 

 

FY 2027

 

 

FY 2028

 

 

Thereafter

 

 

Total

 

Master Equipment Financing Arrangement

 

$

3,364

 

 

$

5,221

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

8,585

 

Mortgage - Corporate Facility

 

 

—

 

 

 

2,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,000

 

Marquee Funding Partners

 

 

236

 

 

 

521

 

 

 

592

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

1,503

 

Auto & Equipment Loans

 

 

107

 

 

 

226

 

 

 

218

 

 

 

128

 

 

 

97

 

 

 

36

 

 

 

812

 

Total principal amount of loan payments by fiscal year

 

$

3,707

 

 

$

7,968

 

 

$

810

 

 

$

282

 

 

$

97

 

 

$

36

 

 

$

12,900

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(124

)

Total loan book value as of March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

12,776

 
v3.24.1.u1
13. STOCK WARRANTS (Tables)
 6 Months Ended
Mar. 31, 2024
Stock Warrants  
Summary of Stock Warrant Activity

The following is a summary of stock warrant activity during the six months ended March 31, 2024.

 

Number of
Warrant
Shares

 

 

Weighted
Average
Exercise
Price ($)

 

Balance, September 30, 2023

 

 

185,560

 

 

$

13.49

 

Warrants expired

 

 

(103,000

)

 

$

18.20

 

Warrants exercised

 

 

(65,000

)

 

$

8.00

 

Balance, March 31, 2024

 

 

17,560

 

 

$

6.12

 

 
v3.24.1.u1
14. STOCK-BASED COMPENSATION (Tables)
 6 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of Option Summary

The following is a summary of stock option activity during the six months ended March 31, 2024:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2023

 

 

1,970,458

 

 

$

14.86

 

Options granted

 

 

90,000

 

 

$

8.99

 

Options expired

 

 

(82,413

)

 

$

8.92

 

Options canceled/forfeited

 

 

(31,073

)

 

$

6.00

 

Options exercised

 

 

(71,612

)

 

$

7.56

 

Balance, March 31, 2024

 

 

1,875,360

 

 

$

15.27

 
Fair Value Option, Disclosures

The Black-Scholes model utilized the following inputs to value the options granted during the six months ended March 31, 2024:

 

Fair value assumptions Options:

 

March 31, 2024

 

Risk free interest rate

 

3.94% - 4.82%

 

Expected term (years)

 

5.77 - 6.16

 

Expected volatility

 

122.05% - 176.02%

 

Expected dividends

 

 

0

%
Schedule of Restricted Stock Summary

The following table summarizes the activity for all RSUs during the six months ended March 31, 2024:

 

 

Number of
Shares

 

 

Weighted
Average
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at September 30, 2023

 

 

5,471,435

 

 

$

4.18

 

 

$

20,846

 

Granted

 

 

209,972

 

 

 

3.81

 

 

 

 

Vested

 

 

(3,763,915

)

 

 

3.86

 

 

 

 

Forfeited

 

 

(2,504

)

 

 

4.15

 

 

 

 

Outstanding at March 31, 2024

 

 

1,914,988

 

 

$

4.78

 

 

$

40,617

 
v3.24.1.u1
15. COMMITMENTS AND CONTINGENCIES (Tables)
 6 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Contractual Future Payments Obligations

The following table sets forth certain information concerning our obligations to make contractual future payments towards our agreements as of March 31, 2024:

 

 ($ in thousands)

 

Fiscal Year 2024

 

 

Fiscal Year 2025

 

 

Fiscal Year 2026

 

 

Fiscal Year 2027

 

 

Fiscal Year 2028

 

 

Thereafter

 

 

Total

 

Recorded contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

$

103

 

 

$

201

 

 

$

204

 

 

$

106

 

 

$

41

 

 

$

—

 

 

$

655

 

Finance lease obligations

 

 

44

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

53

 

Loans

 

 

4,466

 

 

 

8,541

 

 

 

898

 

 

 

303

 

 

 

104

 

 

 

38

 

 

 

14,350

 

Construction in progress

 

 

16,090

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16,090

 

Miners and mining equipment contracts

 

 

83,720

 

 

 

8,824

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

92,544

 

Total

 

$

104,423

 

 

$

17,575

 

 

$

1,102

 

 

$

409

 

 

$

145

 

 

$

38

 

 

$

123,692

 
v3.24.1.u1
16. MAJOR CUSTOMERS AND VENDORS (Tables)
 6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Purchase and Supply Commitment, Excluding Long-Term Commitment [Text Block]

For the six months ended March 31, 2024 and 2023, the Company had the following significant suppliers of mining equipment.

 

 

Six Months Ended

 

 

March 31, 2024

 

 

March 31, 2023

 

Cryptech Solutions

 

 

0

%

 

 

72

%

Bitmain Technologies

 

 

100

%

 

 

0

%

Sunnyside Digital Inc.

 

 

0

%

 

 

27

%
v3.24.1.u1
1. ORGANIZATION (Details Narrative)
 3 Months Ended 6 Months Ended
Apr. 04, 2024
Servers
Mar. 31, 2024
Servers
Mar. 31, 2024
Servers
Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining capacity   420  
Subsequent Event [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining capacity 435    
GA [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Number of facility | Facility     5
Sandersville, GA [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining capacity     50
Dalton, GA [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining capacity     15
NY [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining capacity     50
v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Accounting Policies [Abstract]    
Accounts Receivable, gross $ 0 $ 353
Provision for doubtful allowances 0 (348)
Total Accounts Receivable, net $ 0 $ 5
v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Numerator        
Income (loss) from continuing operations $ 126,735 $ (18,166) $ 152,644 $ (48,654)
Loss (income) on discontinued operations 0 294 0 (1,163)
Preferred stock dividends $ 2,842 $ 0 $ 3,421 $ 0
Denominator        
Weighted- average common shares outstanding, basic 209,287,089 80,469,471 193,964,904 73,450,877
Weighted- average common shares outstanding, diluted 212,099,068 80,469,471 196,903,594 74,032,082
Income (loss) from continuing operations per common share attributable to common shareholders        
Basic $ 0.59 $ (0.23) $ 0.77 $ (0.66)
Diluted 0.58 (0.23) 0.76 (0.66)
(Loss) income on discontinued operations per common share attributable to common shareholders        
Basic 0 0 0 0.02
Diluted $ 0 $ 0 $ 0 $ 0.02
Continuing Operations [Member]        
Numerator        
Income (loss) from continuing operations $ 126,735 $ (18,166) $ 152,644 $ (48,654)
Preferred stock dividends 2,842 0 3,421 0
Income (loss) from continuing operations attributable to common shareholders $ 123,893 $ (18,166) $ 149,223 $ (48,654)
Denominator        
Weighted- average common shares outstanding, basic 209,287,089 80,469,471 193,964,904 73,450,877
Dilutive impact of stock options and other share-based awards 2,811,979 0 2,938,690 581,205
Weighted- average common shares outstanding, diluted 212,099,068 80,469,471 196,903,594 74,032,082
Income (loss) from continuing operations per common share attributable to common shareholders        
Basic $ 0.59 $ (0.23) $ 0.77 $ (0.66)
Diluted $ 0.58 $ (0.23) $ 0.76 $ (0.66)
Discontinued Operations [Member]        
Numerator        
Loss (income) on discontinued operations $ 0 $ (294) $ 0 $ 1,163
Denominator        
Weighted- average common shares outstanding, basic 209,287,089 80,469,471 193,964,904 73,450,877
Dilutive impact of stock options and other share-based awards 2,811,979 0 2,938,690 581,205
Weighted- average common shares outstanding, diluted 212,099,068 80,469,471 196,903,594 74,032,082
(Loss) income on discontinued operations per common share attributable to common shareholders        
Basic $ 0 $ 0 $ 0 $ 0.02
Diluted $ 0 $ 0 $ 0 $ 0.02
v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Life of Asset (Details)
Mar. 31, 2024
Land Improvements (Member) | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Land Improvements (Member) | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 15 years
Building and Building Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 30 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 15 years
Miners [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Miners [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Mining Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Mining Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 15 years
Infrastructure asset [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 15 years
Machinery and Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Machinery and Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 10 years
Furniture and Fixtures [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 1 year
Furniture and Fixtures [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Financial Instruments (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Net Investment Income [Line Items]    
Bitcoin's Value $ 357,981 $ 56,241
Derivative investment asset 505 2,697
Amount    
Net Investment Income [Line Items]    
Bitcoin's Value 357,981  
Derivative investment asset 505 2,697
Investment in debt security 784 726
Total 359,270 3,423
Level 1    
Net Investment Income [Line Items]    
Bitcoin's Value 357,981  
Derivative investment asset 0 0
Investment in debt security 0 0
Total 357,981 0
Level 2    
Net Investment Income [Line Items]    
Bitcoin's Value 0  
Derivative investment asset 0 0
Investment in debt security 0 0
Total 0 0
Level 3    
Net Investment Income [Line Items]    
Bitcoin's Value 0  
Derivative investment asset 505 2,697
Investment in debt security 784 726
Total $ 1,289 $ 3,423
v3.24.1.u1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2023
Oct. 01, 2023
Product Information [Line Items]            
Cumulative effect change (fair value)(adoption of ASC 350-60)           $ 4,183
Cash and cash equivalents, including restricted cash $ 323,052   $ 323,052   $ 29,215  
Bitcoin value 357,981   357,981   56,241  
Income (loss) from continuing operations (126,735) $ 18,166 (152,644) $ 48,654    
Net cash (used in) provided by operating activities from continuing operations     82,525 (11,127)    
Proceeds from sale of bitcoin     $ 43,103 0    
Services for bitcoin mining     0.0019%      
Restricted cash 2,992   $ 2,992      
Inventory $ 991   991   809  
FDIC indemnification asset, period increase (decrease)     22,638   28,965  
Impairment expense - goodwill     0 $ 0    
Bitcoin [Member]            
Product Information [Line Items]            
FDIC indemnification asset, period increase (decrease)     $ 357,981   $ 56,241  
Revenue from Rights Concentration Risk [Member] | Major Customers and Vendors | Revenue            
Product Information [Line Items]            
Concentration risk percentage     10.00%      
v3.24.1.u1
3.ACQUISITIONS - Schedule of Dalton15, LLC Purchase Price Allocation (Details) - Dalton 3 [Member]
$ in Thousands
Feb. 02, 2024
USD ($)
Business Acquisition [Line Items]  
Land $ 327
Building/Improvements 702
Infrastructure 2,540
Total $ 3,569
v3.24.1.u1
3. ACQUISITIONS - Schedule of MS Data, LLC Purchase Price Allocation (Details) - Mississippi Locations [Member]
$ in Thousands
Feb. 26, 2024
USD ($)
Business Acquisition [Line Items]  
Land $ 1,304
Building/Improvements 7,525
Infrastructure 10,942
Total $ 19,771
v3.24.1.u1
3. ACQUISITIONS - Schedule of Coinmaker Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Jun. 21, 2023
Business Acquisition [Line Items]      
Land lease - right of use asset $ 228 $ 688  
Dalton 1 & 2 [Member]      
Business Acquisition [Line Items]      
Land lease - right of use asset     $ 266
Operating lease liability     (266)
Building     1,328
Infrastructure     8,061
Total     $ 9,389
v3.24.1.u1
3. ACQUISITIONS (Details Narrative)
$ in Thousands
Feb. 02, 2024
USD ($)
Servers
Jun. 21, 2023
USD ($)
a
Servers
Facility
Feb. 26, 2024
USD ($)
Servers
Apr. 07, 2023
ft²
Business Acquisition [Line Items]        
Area of land | ft²       15,000
Dalton 3 [Member]        
Business Acquisition [Line Items]        
Direct acquisition costs $ 132      
Assets Acquired Through Acquisition Transactions 3,569      
Aggregate consideration $ 3,435      
Mining servers purchased | Servers 15      
Mississippi Locations [Member]        
Business Acquisition [Line Items]        
Direct acquisition costs     $ 148  
Assets Acquired Through Acquisition Transactions     $ 19,771  
Mississippi Locations [Member] | Meridian [Member]        
Business Acquisition [Line Items]        
Mining servers purchased | Servers     22  
Mississippi Locations [Member] | Vicksburg [Member]        
Business Acquisition [Line Items]        
Mining servers purchased | Servers     6  
Mississippi Locations [Member] | Wiggins [Member]        
Business Acquisition [Line Items]        
Mining servers purchased | Servers     16  
Dalton 1 & 2 [Member]        
Business Acquisition [Line Items]        
Assets Acquired Through Acquisition Transactions   $ 9,389    
Mining servers purchased | Servers   20    
Number of mining facility | Facility   2    
Acquisition payment   $ 9,389    
Area of land | a   1    
v3.24.1.u1
4. DISCONTINUED OPERATIONS - Summary of Balance Sheet Disclosure (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Current assets    
Accounts receivable, net $ 4 $ 126
Inventory 320 319
Total current assets held for sale 324 445
Total assets held for sale 324 445
Current liabilities    
Total current liabilities held for sale 637 1,175
Long-term liabilities    
Total liabilities held for sale $ 637 $ 1,175
v3.24.1.u1
4. DISCONTINUED OPERATIONS - Summary of Income Statement (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Revenues, net        
Total revenues, net $ 0 $ 28 $ 0 $ 129
Costs and expenses        
Total costs and expenses 0 331 0 684
Loss from operations 0 (303) 0 (555)
Other income (expense)        
Total other income (expense) 0 9 0 1,718
(Loss) Income before income tax (expense) benefit 0 (294) 0 1,163
Income tax benefit (expense) 0 0 0 0
Net (Loss) income attributable to common shareholders $ 0 $ (294) $ 0 $ 1,163
v3.24.1.u1
5. BITCOIN (Details Narrative)
 3 Months Ended 6 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2024
USD ($)
Common Domain Members [Abstract]    
Total Company Bitcoin $ 2,243,000 $ 2,243,000
Gains from Dispositions of Bitcoin $ 332 $ 12,419
v3.24.1.u1
5. BITCOIN - Company's Bitcoin Holdings (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Common Domain Members [Abstract]    
Number Of Bitcoins Held $ 5,021 $ 2,243
Cost basis - per bitcoin 41,886 25,074
Fair value - per bitcoin 71,291 26,961
Cost basis of bitcoin (in '000s) 210,324 56,241
Fair value of bitcoin (in '000s) $ 357,981 $ 60,424
v3.24.1.u1
5. BITCOIN - Schedule of Activities of the Bitcoin (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Common Domain Members [Abstract]    
Balance as of September 30, 2023 $ 56,241  
Cumulative effect of the adoption of ASC 350-60 4,183  
Adjusted beginning balance - at fair value   $ 60,424
Addition of bitcoin from mining activities 185,585  
Bitcoin sold & issued for services and purchase of software (43,771)  
Gains from fair value adjustments 155,743  
Balance as of March 31, 2024 $ 357,981 $ 56,241
v3.24.1.u1
6. INVESTMENTS - Reconciliation of Carrying Value of all Investments (Details) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Schedule of Investments [Line Items]    
Balance, beginning $ 726  
Unrealized loss on derivative asset 2,192 $ 1,215
Balance, ending 784  
ILAL Debt Securities [Member]    
Schedule of Investments [Line Items]    
Balance, beginning 726  
Unrealized loss on derivative asset 0  
Unrealized gain on fair value recognized in other comprehensive income 58  
Balance, ending 784  
ILAL Derivative Asset [Member]    
Schedule of Investments [Line Items]    
Balance, beginning 2,697  
Unrealized loss on derivative asset (2,192)  
Unrealized gain on fair value recognized in other comprehensive income 0  
Balance, ending $ 505  
v3.24.1.u1
6. INVESTMENTS (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 6 Months Ended
Nov. 05, 2019
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2023
Schedule of Investments [Line Items]        
Investments   $ 1,288   $ 3,423
Investment owned, fair value   784   726
Loss on preferred stock other comprehensive income loss   58 $ 58  
Unrealized loss on derivative asset   2,192 $ 1,215  
International Land Alliance        
Schedule of Investments [Line Items]        
Investment owned, balance, shares 1,000      
Investment owned, face amount $ 500      
Debt instrument, convertible, terms of conversion feature The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The ILAL Preferred Stock can be converted into common stock at a variable rate (refer to the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The ILAL Preferred Stock is recorded as an available-for-sale ("AFS") debt security and is reported at its estimated fair value as of March 31, 2024. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive Income.      
Amount        
Schedule of Investments [Line Items]        
Derivative assets investment fair value   $ 505   $ 2,697
v3.24.1.u1
7. PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Land $ 6,813 $ 4,144
Land Improvements 5,431 1,564
Building and improvements 75,382 52,198
Leasehold improvements 672 672
Miners 658,677 527,868
Mining equipment 22,579 18,706
Infrastructure 105,664 45,612
Machinery and equipment 2,727 1,907
Furniture and fixtures 1,253 386
Construction in progress 14,037 81,875
Total 893,235 734,932
Less: accumulated depreciation (222,725) (170,537)
Property and equipment, net $ 670,510 $ 564,395
v3.24.1.u1
7. PROPERTY AND EQUIPMENT (Details Narrative)
$ in Thousands
 3 Months Ended 6 Months Ended
Apr. 07, 2023
USD ($)
ft²
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]            
Depreciation expense       $ 60,999 $ 39,656  
Disposal of property and equipment       11,648    
Loss on disposal of assets   $ 1,652 $ 3 2,329 $ 3  
Property and equipment disposed value   2,837   2,837    
Machinery and Equipment Acquired in Financing Transactions   2,727   2,727   $ 1,907
Property purchsed $ 4,100          
Area of land | ft² 15,000          
Outstanding deposits   161,309   161,309   75,959
Miners [Member]            
Property, Plant and Equipment [Line Items]            
Proceeds from sale of oil and gas property and equipment       508    
Outstanding deposits   161,309   161,309   $ 75,959
Placed-in Service [Member]            
Property, Plant and Equipment [Line Items]            
Purchased of mining equipment       214,448    
Assets Acquired Through Acquisition Transactions   23,340   23,340    
Machinery and Equipment Acquired in Financing Transactions   287   287    
Miners and Mining Equipment [Member]            
Property, Plant and Equipment [Line Items]            
Purchased of mining equipment       142,456    
Sandersville | Placed-in Service [Member]            
Property, Plant and Equipment [Line Items]            
Land   $ 1,038   $ 1,038    
v3.24.1.u1
8. INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Software $ 608 $ 440
Websites 15 15
Strategic Contract 9,800 9,800
Total 10,423 10,255
Accumulated Amortization [Member]    
Accumulated Amortization    
Software (143) (90)
Websites (11) (8)
Strategic Contract (6,533) (5,554)
Total (6,687) (5,652)
Net Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Software 465 350
Websites 4 7
Strategic Contract 3,267 4,246
Total $ 3,736 $ 4,603
v3.24.1.u1
8. INTANGIBLE ASSETS - Schedule of Amortization Expense (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2028
Sep. 30, 2027
Sep. 30, 2026
Sep. 30, 2025
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]              
Amortization Of Intangible Assets $ 1,035 $ 1,019          
Future amortization of intangible assets $ 3,736   $ 42 $ 119 $ 449 $ 2,083 $ 1,043
v3.24.1.u1
8. INTANGIBLE ASSETS (Details Narrative) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization Of Intangible Assets $ 1,035 $ 1,019
v3.24.1.u1
9. LEASES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Lessee, Lease, Description [Line Items]        
Impairment expense - other $ 396 $ 0 $ 396 $ 0
v3.24.1.u1
9. LEASES - Lease Costs (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]        
Operating lease cost [1] $ 47 $ 79 $ 93 $ 159
Finance lease cost:        
Depreciation expense of financed assets 41 39 82 119
Interest on lease obligations $ 1 $ 4 $ 3 $ 10
[1] Included in general and administrative expenses
v3.24.1.u1
9. LEASES - Other Lease Information (Details) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Operating cash outflows from operating leases $ 111 $ 206
Operating cash outflows from finance leases 3 6
Financing cash outflows from finance leases $ 87 $ 93
v3.24.1.u1
9. LEASES - Weighted-average Remaining Lease Terms (Details)
Mar. 31, 2024
Sep. 30, 2023
Leases [Abstract]    
Weighted-average remaining lease term - operating leases 3 years 3 months 18 days 3 years 9 months 18 days
Weighted-average remaining lease term - finance leases 6 months 10 months 24 days
Weighted-average discount rate - operating leases 5.40% 5.40%
Weighted-average discount rate - finance leases 5.50% 5.50%
v3.24.1.u1
9. LEASES - Contractual Maturity of Lease Liability (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Sep. 30, 2023
Operating Leases:    
Less: Current portion of lease liabilities $ (177) $ (181)
Finance Leases:    
Less: Current portion of lease liabilities (52) $ (130)
Operating Lease [Member]    
Operating Leases:    
2024 103  
2025 201  
2026 204  
2027 106  
2028 41  
Gross lease liabilities 655  
Less: imputed interest (47)  
Present value of lease liabilities 608  
Less: Current portion of lease liabilities (177)  
Total lease liabilities, net of current portion 431  
Finance Lease [Member]    
Finance Leases:    
2024 44  
2025 9  
2026 0  
2027 0  
2028 0  
Gross lease liabilities 53  
Less: imputed interest (1)  
Present value of lease liabilities 52  
Less: Current portion of lease liabilities (52)  
Total lease liabilities, net of current portion $ 0  
v3.24.1.u1
10. LOANS (Details Narrative) - USD ($)
$ in Thousands
 6 Months Ended
May 10, 2023
Apr. 22, 2022
Mar. 31, 2024
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]        
Loans payable, net of current portion     $ 12,900  
Gross loan outstanding     124  
Principal payments on loans     3,467  
Principal amount of loan payments     $ 12,900  
Minimum [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     12 months  
Auto and Equipment Loans [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument, face amount     $ 812  
Auto and Equipment Loans [Member] | Separate Agreements [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument, face amount     $ 287  
Auto and Equipment Loans [Member] | Minimum [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument, interest rate, stated percentage     0.00%  
Auto and Equipment Loans [Member] | Minimum [Member] | Separate Agreements [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     12 months  
Debt instrument, interest rate, stated percentage     0.00%  
Auto and Equipment Loans [Member] | Maximum [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     72 months  
Debt instrument, interest rate, stated percentage     11.30%  
Auto and Equipment Loans [Member] | Maximum [Member] | Separate Agreements [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     72 months  
Debt instrument, interest rate, stated percentage     11.30%  
Trinity Capital Inc [Member]        
Restructuring Cost and Reserve [Line Items]        
Borrowings to finance   $ 35,000    
Loan received   20,000    
Remaining fundable amount   $ 15,000    
Loan commitment fee       1.00%
Marquee Funding Partners [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument, interest rate, stated percentage     13.00%  
Loan assumed     $ 1,503  
Marquee Funding Partners [Member] | Minimum [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     28 months  
Marquee Funding Partners [Member] | Maximum [Member]        
Restructuring Cost and Reserve [Line Items]        
Debt instrument term     35 months  
Mortgage Corporate Facility [Member]        
Restructuring Cost and Reserve [Line Items]        
Principal amount of loan payments $ 1,937      
Debt instrument term 2 years      
Debt instrument, interest rate, stated percentage 10.00%      
v3.24.1.u1
10. LOANS - Schedule of Loans Outstanding (Details) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Debt Instrument [Line Items]    
Total Loans Outstanding $ 12,776 $ 15,903
Less: current portion of long-term loans (7,686) (6,992)
Long-term loans, excluding current portion $ 5,090 8,911
Master Equipment Financing Arrangment [Member]    
Debt Instrument [Line Items]    
Maturity Date Apr-25  
Rate 13.80%  
Total Loans Outstanding $ 8,496 11,603
Mortgage - Corporate Facility [Member]    
Debt Instrument [Line Items]    
Maturity Date Apr-25  
Rate 10.00%  
Total Loans Outstanding $ 1,965 1,950
Marquee Funding Partners [Member]    
Debt Instrument [Line Items]    
Maturity Date Jul-26 - Feb-27  
Rate 13.00%  
Total Loans Outstanding $ 1,503 1,725
Auto & Equipment Loans [Member]    
Debt Instrument [Line Items]    
Maturity Date Sep-24 - Dec-29  
Total Loans Outstanding $ 812 $ 625
Auto & Equipment Loans [Member] | Minimum [Member]    
Debt Instrument [Line Items]    
Rate 0.00%  
Auto & Equipment Loans [Member] | Maximum [Member]    
Debt Instrument [Line Items]    
Rate 11.30%  
v3.24.1.u1
10. LOANS - Schedule of Principal Amount of Loan Maturities Due Over the Years (Details)
$ in Thousands
 6 Months Ended
Mar. 31, 2024
USD ($)
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year $ 12,900
Unamortized deferred financing costs and discounts (124)
Total loan book value as of March 31, 2024 12,776
FY 2024 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 3,707
FY 2025 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 7,968
FY 2026 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 810
FY 2027 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 282
FY 2028 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 97
Thereafter [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 36
Master Equipment Financing Arrangment [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 8,585
Master Equipment Financing Arrangment [Member] | FY 2024 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 3,364
Master Equipment Financing Arrangment [Member] | FY 2025 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 5,221
Master Equipment Financing Arrangment [Member] | FY 2026 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Master Equipment Financing Arrangment [Member] | FY 2027 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Master Equipment Financing Arrangment [Member] | FY 2028 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Master Equipment Financing Arrangment [Member] | Thereafter [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage - Corporate Facility [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 2,000
Mortgage - Corporate Facility [Member] | FY 2024 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage - Corporate Facility [Member] | FY 2025 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 2,000
Mortgage - Corporate Facility [Member] | FY 2026 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage - Corporate Facility [Member] | FY 2027 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage - Corporate Facility [Member] | FY 2028 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage - Corporate Facility [Member] | Thereafter [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Marquee Funding Partners [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 1,503
Marquee Funding Partners [Member] | FY 2024 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 236
Marquee Funding Partners [Member] | FY 2025 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 521
Marquee Funding Partners [Member] | FY 2026 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 592
Marquee Funding Partners [Member] | FY 2027 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 154
Marquee Funding Partners [Member] | FY 2028 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Marquee Funding Partners [Member] | Thereafter [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 0
Auto & Equipment Loans [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 812
Auto & Equipment Loans [Member] | FY 2024 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 107
Auto & Equipment Loans [Member] | FY 2025 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 226
Auto & Equipment Loans [Member] | FY 2026 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 218
Auto & Equipment Loans [Member] | FY 2027 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 128
Auto & Equipment Loans [Member] | FY 2028 [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year 97
Auto & Equipment Loans [Member] | Thereafter [Member]  
Debt Instrument [Line Items]  
Total principal amount of loan payments by fiscal year $ 36
v3.24.1.u1
11. INCOME TAXES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]        
Income tax expense $ 11,595 $ 0 $ 12,994 $ 0
Annual effective tax rate     21.00%  
Effective tax rate     7.80%  
v3.24.1.u1
12. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Mar. 28, 2024
Sep. 30, 2023
Dec. 14, 2022
Jun. 03, 2021
Class of Stock [Line Items]                  
Common stock, shares authorized 300,000,000 300,000,000   300,000,000     300,000,000    
Common stock value per share $ 0.001 $ 0.001   $ 0.001     $ 0.001    
Preferred stock, shares authorized 10,000,000 10,000,000   10,000,000     10,000,000    
Preferred stock, par value $ 0.001 $ 0.001   $ 0.001     $ 0.001    
Common stock, shares issued 225,469,791 225,469,791   225,469,791     160,184,921    
Common stock, shares outstanding 225,469,791 225,469,791   225,469,791     160,184,921    
Preferred stock, shares outstanding 1,750,000 1,750,000   1,750,000          
Preferred stock, shares issued 1,750,000 1,750,000   1,750,000          
Preferred stock dividends   $ 2,842,000 $ 579,000            
Stock Issued During Period, Shares, New Issues       42,777          
Common shares issued in relation to exercise of options       114,389          
Proceeds from Issuance of Private Placement       $ 629,074,000 $ 99,506,000        
Common stock, value issued $ 225,000 225,000   225,000     $ 160,000    
Common Stock, Value, Issued $ 225,000 $ 225,000   225,000     $ 160,000    
Cash Received From Issuance       $ 541,000          
Series A Preferred Stock [Member]                  
Class of Stock [Line Items]                  
Preferred stock, shares authorized 2,000,000 2,000,000   2,000,000     2,000,000    
Preferred stock, shares outstanding 1,750,000 1,750,000   1,750,000     1,750,000    
Preferred stock, shares issued 1,750,000 1,750,000   1,750,000     1,750,000    
Preferred stock dividends   $ 2,842,000 $ 579,000 $ 3,421,000          
Seller Agreements Related to Business Acquisition [Member]                  
Class of Stock [Line Items]                  
Common stock, shares issued         1,590,175        
Settlement of contingent consideration related to business acquisition         $ 4,803,000        
A T L Data Centers [Member]                  
Class of Stock [Line Items]                  
Common stock net settlement, shares 83,417 83,417   83,417          
Seller Agreements Related To Mawson Acquisition [Member]                  
Class of Stock [Line Items]                  
Common stock, shares issued         1,100,890        
Settlement of contingent consideration related to business acquisition         $ 2,840,000        
Restricted Stock [Member]                  
Class of Stock [Line Items]                  
Common stock net settlement, shares 1,184,490 1,184,490   1,184,490 539,961        
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, Shares       3,800,313 2,160,297        
Common stock net settlement, value       $ 17,139,000          
A T M [Member]                  
Class of Stock [Line Items]                  
Stock Issued During Period, Shares, New Issues       62,554,658 37,061,234        
Proceeds from Issuance of Private Placement       $ 629,074,000 $ 99,506,000        
Common stock, value issued               $ 500,000  
Common Stock, Value, Issued               $ 500,000  
A T M [Member] | Minimum [Member]                  
Class of Stock [Line Items]                  
Stock Issued During Period, Shares, New Issues       100,000,000          
A T M [Member] | Maximum [Member]                  
Class of Stock [Line Items]                  
Stock Issued During Period, Shares, New Issues       300,000,000          
2024 ATM [Member]                  
Class of Stock [Line Items]                  
Common stock, value issued $ 500,000 $ 500,000   $ 500,000          
Share issued under ATM Agreement 34,075,408                
Common Stock, Value, Issued $ 500,000 $ 500,000   $ 500,000          
Proceeds from ATM Agreement $ 487,500                
ATM Agreement Amendment [Member]                  
Class of Stock [Line Items]                  
Common stock, value issued           $ 800,000      
Common Stock, Value, Issued           $ 800,000      
At-the-Market offering facility [Member]                  
Class of Stock [Line Items]                  
Aggregate gross offering prices                 $ 500,000
v3.24.1.u1
13. STOCK WARRANTS - Summary of Stock Warrant Activity (Details)
 6 Months Ended
Mar. 31, 2024
$ / shares
shares
Stock Warrants  
Warrant Shares, Beginning Balance | shares 185,560
Warrant Shares, Expired | shares (103,000)
Warrant Shares, Exercised | shares (65,000)
Warrant Shares, Ending Balance | shares 17,560
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 13.49
Weighted Average Exercise Price, Expired | $ / shares 18.2
Weighted Average Exercise Price, Exercised | $ / shares 8
Weighted Average Exercise Price, Ending Balance | $ / shares $ 6.12
v3.24.1.u1
13. STOCK WARRANTS (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Number of warrants exercisable to purchase shares of common stock 17,560  
Unvested warrants outstanding 0  
Weighted average exercise price $ 6.12 $ 13.49
Stock Issued During Period, Shares, New Issues 42,777  
Warrant exercised to purchase shares 65,000  
Weighted average exercise price, exercised $ 8  
Outstanding warrants 10,000  
Weighted average outstanding warrants term 4 years 4 months 24 days  
Weighted average outstanding warrants intrinsic value $ 132  
Warrant [Member]    
Outstanding warrants 7,560  
Weighted average outstanding warrants intrinsic value $ 133  
v3.24.1.u1
14. STOCK-BASED COMPENSATION - Schedule of Option Summary (Details)
 6 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Options exercised (114,389)
Stock Option [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 1,970,458
Options granted 90,000
Options expired (82,413)
Options canceled/forfeited (31,073)
Options exercised (71,612)
Number of Option Shares, Ending Balance 1,875,360
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 14.86
Weighted Average Exercise Price, Options granted | $ / shares 8.99
Weighted Average Exercise Price, Options expired | $ / shares 8.92
Weighted Average Exercise Price, Options canceled/forfeited | $ / shares 6
Weighted Average Exercise Price, Options exercised | $ / shares 7.56
Weighted Average Exercise Price, Ending Balance | $ / shares $ 15.27
v3.24.1.u1
14. STOCK-BASED COMPENSATION - Fair Value Assumptions 2021 (Details)
 6 Months Ended
Mar. 31, 2024
Expected dividends 0.00%
Minimum [Member]  
Risk free interest rate 3.94%
Expected term (years) 5 years 9 months 7 days
Expected volatility 122.05%
Maximum [Member]  
Risk free interest rate 4.82%
Expected term (years) 6 years 1 month 28 days
Expected volatility 176.02%
v3.24.1.u1
14. STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary (Details)
$ / shares in Units, $ in Thousands
 6 Months Ended
Mar. 31, 2024
USD ($)
$ / shares
shares
Class of Stock [Line Items]  
Weighted Average Exercise Price, Beginning Balance $ 13.49
Weighted Average Exercise Price, Expired 18.2
Weighted Average Exercise Price, Ending Balance $ 6.12
Restricted [Member]  
Class of Stock [Line Items]  
Number of Option Shares, Beginning Balance | shares 5,471,435
Number of Shares, Granted | shares 209,972
Number of Shares, Vested | shares (3,763,915)
Number of Shares, Forfeited | shares (2,504)
Number of Option Shares, Ending Balance | shares 1,914,988
Weighted Average Exercise Price, Beginning Balance $ 4.18
Weighted Average Exercise Price, Granted 3.81
Weighted Average Exercise, Vested 3.86
Weighted Average Exercise Price, Expired 4.15
Weighted Average Exercise Price, Ending Balance $ 4.78
Aggregate Intrinsic Value Outstanding at Beginning | $ $ 20,846
Aggregate Intrinsic Value Outstanding at Ending | $ $ 40,617
v3.24.1.u1
14. STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Oct. 01, 2023
Sep. 29, 2023
Oct. 31, 2023
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common stock, shares outstanding       225,469,791   225,469,791   160,184,921
Shares of common stock in the Company there are options exercisable to purchase       1,208,895   1,208,895    
Unvested options outstanding       666,465   666,465   196,435
Weighted average remaining term of outstanding options           5 years 3 months 14 days    
Share-based Payment Arrangement, Noncash Expense           $ 19,750 $ 11,621  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value       $ 12,784   $ 12,784    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term           2 years 1 month 6 days    
Share-Based Payment Arrangement, Expense           $ 3,620 3,145  
Amended Equity Incentive Plan 2017 [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common stock, shares subscribed but unissued       10,016,167   10,016,167    
Options [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-based Payment Arrangement, Noncash Expense           $ 4,041    
Total fair value to purchase shares of common stock to employees       $ 769   $ 769    
Employees [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross           90,000    
Restricted Stock Awards [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share settled and issued         52,492 52,492    
Restricted Stock Units RSU [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common stock issued in connection with vesting of restricted stock awards 209,972 3,460,000            
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost       6,803   $ 6,803    
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Total       $ 13,160   $ 13,160    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term           1 year 4 months 20 days    
Share-Based Payment Arrangement, Expense           $ 16,130 $ 8,476  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period           1 year    
Remaining market-based awards vested amount           $ 13,160    
Fair value $ 800              
Restricted Stock Units Vest Percentage 25.00%              
Performance Based Awards [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Exahash Target Rate     10.00%          
Number of Shares, Forfeited     2,504          
Number of Shares, Vested     193,931          
Performance Based Awards [Member] | September 12, 2025 | Minimum [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Vest time-based awards           50.00%    
Time-Based Restricted Stock Awards [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Unvested options outstanding       1,914,988   1,914,988    
2017 Incentive Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Percentage of increase in number of shares authorized to issue       15.00%        
v3.24.1.u1
15. COMMITMENTS AND CONTINGENCIES (Details Narrative)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Jan. 31, 2024
USD ($)
Miners
Oct. 31, 2023
USD ($)
Miners
Long-term Purchase Commitment [Line Items]      
Purchase price   $ 193,200 $ 61,740
Mining Equipment [Member]      
Long-term Purchase Commitment [Line Items]      
Long-term purchase commitment amount $ 92,544    
Mining Equipment [Member] | Antminer S21 Mining Machines      
Long-term Purchase Commitment [Line Items]      
Mining machines purchased | Miners   60,000 22,050
Mining Equipment or Miners [Member]      
Long-term Purchase Commitment [Line Items]      
Combined payments 158,884    
Accrued payment $ 3,512    
v3.24.1.u1
15. COMMITMENTS AND CONTINGENCIES - Schedule of Contractual Future Payments Obligations (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Product Liability Contingency [Line Items]  
Fiscal Year 2024 $ 104,423
Fiscal Year 2025 17,575
Fiscal Year 2026 1,102
Fiscal Year 2027 409
Fiscal Year 2028 145
Thereafter 38
Total 123,692
Operating Lease Obligations [Member]  
Product Liability Contingency [Line Items]  
Fiscal Year 2024 103
Fiscal Year 2025 201
Fiscal Year 2026 204
Fiscal Year 2027 106
Fiscal Year 2028 41
Thereafter 0
Total 655
Finance Lease Obligations [Member]  
Product Liability Contingency [Line Items]  
Fiscal Year 2024 44
Fiscal Year 2025 9
Fiscal Year 2026 0
Fiscal Year 2027 0
Fiscal Year 2028 0
Thereafter 0
Total 53
Loans [Member]  
Product Liability Contingency [Line Items]  
Fiscal Year 2024 4,466
Fiscal Year 2025 8,541
Fiscal Year 2026 898
Fiscal Year 2027 303
Fiscal Year 2028 104
Thereafter 38
Total 14,350
Construction in Progress [Member]  
Product Liability Contingency [Line Items]  
Fiscal Year 2024 16,090
Fiscal Year 2025 0
Fiscal Year 2026 0
Fiscal Year 2027 0
Fiscal Year 2028 0
Thereafter 0
Total 16,090
Miners and Mining Equipment Contracts [Member]  
Product Liability Contingency [Line Items]  
Fiscal Year 2024 83,720
Fiscal Year 2025 8,824
Fiscal Year 2026 0
Fiscal Year 2027 0
Fiscal Year 2028 0
Thereafter 0
Total $ 92,544
v3.24.1.u1
16. MAJOR CUSTOMERS AND VENDORS (Details Narrative) - Operator
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Bitcoin [Member]    
Representation of company's revenue, percent 100.00% 100.00%
Mining pool operator    
Mining pool operator 1 1
v3.24.1.u1
16. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major suppliers (Details) - Customer Concentration Risk [Member] - Accounts receivable
 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cyptech Solutions    
Concentration risk percentage 0.00% 72.00%
Bitmain Technologies    
Concentration risk percentage 100.00% 0.00%
Sunnyside Digital Inc.    
Concentration risk percentage 0.00% 27.00%
v3.24.1.u1
17. SUBSEQUENT EVENTS (Details Narrative)
$ in Thousands
 1 Months Ended 6 Months Ended
May 06, 2024
Apr. 20, 2024
Apr. 11, 2024
USD ($)
Miners
May 09, 2024
USD ($)
shares
Mar. 31, 2024
USD ($)
Apr. 07, 2023
ft²
Subsequent Event [Line Items]            
Area of land | ft²           15,000
S21 PRO Miners [Member]            
Subsequent Event [Line Items]            
Payments on miners (including deposits)         $ 32,000  
Miner Purchase Agreement [Member] | S21 PRO Miners [Member]            
Subsequent Event [Line Items]            
Payments on miners (including deposits)         $ 93,600  
Subsequent Event [Member] | S21 miners [Member]            
Subsequent Event [Line Items]            
Purchase of miners | Miners     100,000      
Net purchase of miners     $ 374,400      
Subsequent Event [Member] | S21 PRO Miners [Member] | Remainder Amount            
Subsequent Event [Line Items]            
Payments on miners (including deposits)     $ 61,600      
Subsequent Event [Member] | Dalton GA [Member]            
Subsequent Event [Line Items]            
Purchase description Bitcoin Reward HalvingOn April 20, 2024, the bitcoin rewards issued for each block solved dropped from 6.25 to 3.125, effectively reducing the non-cash consideration received from bitcoin mining by 50% (excluding transactions fee rewards).          
Subsequent Event [Member] | Bitcoin Reward Halving [Member]            
Subsequent Event [Line Items]            
Description of market equity issuances   Bitcoin Reward HalvingOn April 20, 2024, the bitcoin rewards issued for each block solved dropped from 6.25 to 3.125, effectively reducing the non-cash consideration received from bitcoin mining by 50% (excluding transactions fee rewards).        
Bitcoin Mining Percentage Received   50.00%        
Subsequent Event [Member] | At The Market Equity Issuances [Member]            
Subsequent Event [Line Items]            
Description of market equity issuances       At-the-Market Equity IssuancesFrom April 1, 2024 through May 8, 2024, the Company issued 2,342,000 shares under its March 2024 ATM Amendment offering facility resulting in net proceeds of approximately $45,502. Issuance of Shares from Option ExercisesFrom April 1, through May 8, 2024, the Company issued 58,469 shares of common stock relating to exercises of employee stock options.    
Proceeds from ATM Agreement       $ 45,502    
Share issued under ATM Agreement | shares       2,342,000