Private exchange of shares for warrants with Paul Prager entity
Company: TeraWulf
What the later record shows
Not a promise: a reported event · happened January 30, 2023
The claim reports an exchange that had already closed on January 30, 2023. A later proxy confirms the warrants were exercised and 12,000,000 shares were issued in April 2023, before the December 31, 2023 expiry.
“issuable upon exercise of 12,000,000 warrants issued in a private placement transaction with closed on January 30, 2023”
2023-03-09 · TeraWulf S-3/A filed 2023-03-10 View cached copy (2026-09-13)Live source ↗
“The New Exchange Warrants were exercised, and 12,000,000 shares of Common Stock were issued in April 2023.”
2024-03-19 · TeraWulf DEF 14A filed 2024-03-20 View cached copy (2026-09-13)Live source ↗
Checked October 9, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.
The claim, verbatim
Exchanged 12,000,000 common shares for 12,000,000 new warrants with strike price of $0.00001 per share, exercisable after shareholder approval of Charter Amendments and expiring December 31, 2023
Source (primary)
TeraWulf 8-K filed 2023-02-02 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “Pursuant to the Exchange Agreement, the Exchanging Shareholder exchanged a total of 12,000,000 shares of common stock for 12,000,000 new warrants issued by the Company (the "New Exchange Warrants") in a private exchange exempt from registration under Section 4(a)(2) and/or Regulation D under the Securities Act. The New Exchange Warrants will be immediately exercisable at a strike price of $0.00001 per share after the date shareholder approval of the Charter Amendments is obtained and will expire on December 31, 2023.”
How we checked this
Checked on October 11, 2026. The cited source supports every part of this claim.
The 8-K's Item 8.01 describes the 12,000,000-share-for-12,000,000-warrant exchange with a Paul Prager-controlled entity, the $0.00001 strike price, exercisability after Charter Amendment approval, and the December 31, 2023 expiration.
Confirmed in the source:
- An entity controlled by Paul Prager exchanged 12,000,000 shares of common stock for 12,000,000 new warrants
- The new warrants have a strike price of $0.00001 per share
- The warrants become exercisable after shareholder approval of the Charter Amendments
- The warrants expire on December 31, 2023
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1083301/000110465923009630/tm234924d3_8k.htm) in full (13,111 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms TeraWulf 8-K filed 2023-02-02
Quote: “Pursuant to the Exchange Agreement, the Exchanging Shareholder exchanged a total of 12,000,000 shares of common stock for 12,000,000 new warrants issued by the Company (the "New Exchange Warrants") in a private exchange exempt from registration under Section 4(a)(2) and/or Regulation D under the Securities Act. The New Exchange Warrants will be immediately exercisable at a strike price of $0.00001 per share after the date shareholder approval of the Charter Amendments is obtained and will expire on December 31, 2023.”