---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-009630"
form_type: "8-K"
ticker: "WULF"
cik: "0001083301"
company_name: "TERAWULF INC."
filed_at: "2023-02-02T23:59:59+00:00"
generated_at: "2026-06-20T01:49:26.122454+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# TeraWulf raises ~$32M equity, restructures debt; expects positive cash flow in Q2 2023

## Summary
- Public offering of 36.8M shares for $25M gross proceeds; underwriters have 30-day option for 5.5M additional shares.
- Debt restructuring replaces term loan amortization with free cash flow sweep through April 2024, pending equity raise condition.
- Management co-founders invested $2.5M in private placement at $1.05/share; additional $4.25M from warrant exercises and other equity.
- Paul Prager entity exchanged 12M common shares for warrants exercisable at $0.00001 after charter amendment approval.
- Targeting 160 MW and 5.5 EH/s mining capacity in Q2 2023; expects to be fully funded to positive free cash flow.

## SEC filing metadata
- accession: 0001104659-23-009630
- form_type: 8-K
- ticker: WULF
- cik: 0001083301
- company_name: TERAWULF INC.
- filed_at: 2023-02-02T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1083301/000110465923009630/0001104659-23-009630-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1083301/000110465923009630/tm234924d3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-009630
- JSON: https://secwatch.observer/filing/0001104659-23-009630.json
- Plain text: https://secwatch.observer/filing/0001104659-23-009630.txt

## Key facts
- Material Agreements
  TERAWULF INC. entered into Underwriting Agreement with JonesTrading Institutional Services LLC, as representative of the several underwriters valued at approximately $25 million (effective 2023-02-01).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: JonesTrading Institutional Services LLC, as representative of the several underwriters
  - Value: approximately $25 million
  - Effective: 2023-02-01
  source text: On February 1, 2023, TeraWulf Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with JonesTrading Institutional Services LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten offering of 36,764,706 shares (the “Company Shares”) of its $0.001 par value common stock (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083301/000110465923009630/0001104659-23-009630-index.htm
- Material Agreements
  TERAWULF INC. entered into Voting and Support Agreement with certain of the Company’s shareholders (effective 2023-01-30).
  - Action: entry
  - Counterparty: certain of the Company’s shareholders
  - Effective: 2023-01-30
  source text: the Company entered into a Voting and Support Agreement, dated January 30, 2023, with certain of the Company’s shareholders (the “Voting and Support Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083301/000110465923009630/0001104659-23-009630-index.htm

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