---
schema_version: "secwatch.filing_event.v1"
accession: "0001083301-22-000070"
form_type: "8-K"
ticker: "WULF"
cik: "0001083301"
company_name: "TERAWULF INC."
filed_at: "2022-12-16T23:59:59+00:00"
generated_at: "2026-06-21T03:06:44.951558+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# TeraWulf loses controlled-company status after Prager's ownership drops to 36%; notes amended

## Summary
- CEO Paul Prager's ownership fell from 59.4% to 36.0% after 16.85M share offering; company no longer a 'controlled company'.
- Convertible notes ($3.4M, 4%, maturing 2025) amended to auto-convert on March 1, 2023 at price tied to future equity offering ≥$5M.
- Company will phase in majority independent board, independent compensation and nominating committees per Nasdaq rules.

## SEC filing metadata
- accession: 0001083301-22-000070
- form_type: 8-K
- ticker: WULF
- cik: 0001083301
- company_name: TERAWULF INC.
- filed_at: 2022-12-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 5.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1083301/000108330122000070/0001083301-22-000070-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1083301/000108330122000070/wulf-20221212x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001083301-22-000070
- JSON: https://secwatch.observer/filing/0001083301-22-000070.json
- Plain text: https://secwatch.observer/filing/0001083301-22-000070.txt

## Key facts
- Debt Financings
  TERAWULF INC. amended convertible notes of approximately $3.4 million at 4% maturing April 1, 2025.
  - Instrument: convertible notes
  - Principal: approximately $3.4 million
  - Rate: 4%
  - Maturity: April 1, 2025
  - Event: amendment
  source text: negotiated transactions as part of a private placement exempt from registration under the Securities Act of 1933, as amended, in an aggregate principal amount of approximately $3.4 million. The Convertible Notes have a maturity date of April 1, 2025 and accrue annual interest at a rate of 4%. On December 12, 2022, the Convertible Notes were amended (the “Amended
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083301/000108330122000070/0001083301-22-000070-index.htm
- Material Agreements
  TERAWULF INC. amended Convertible Notes with certain accredited investors (effective 2022-12-12).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: certain accredited investors
  - Effective: 2022-12-12
  source text: On December 12, 2022, the Convertible Notes were amended (the “Amended Convertible Notes”) to provide that they are automatically convertible on March 1, 2023 (the “Conversion Date”), at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any issuance and sale of equity securities by the Company between the issuance date of the Amended Convertible Notes and their Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Amended Convertible Notes (a “Conversion Financing”), into shares of the equity securities sold by the Company in such Conversion Financing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083301/000108330122000070/0001083301-22-000070-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.