Gryphon Digital Mining Announces Material Agreement & Officer Changes

TL;DR

Gryphon Digital Mining (GRYP) filed an 8-K detailing a new material agreement and board/officer changes.

AI Summary

Gryphon Digital Mining, Inc. announced on September 17, 2024, a material definitive agreement and changes in its board and officer composition. The company also disclosed financial statements and exhibits. This filing follows a name change from Akerna Corp. and MTech Acquisition Holdings Inc.

Why It Matters

This filing indicates significant operational and governance shifts within Gryphon Digital Mining, potentially impacting its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material agreements and changes in corporate leadership, which can introduce uncertainty and affect the company's future performance.

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Filer
• Akerna Corp. (company) — Former company name
• MTech Acquisition Holdings Inc. (company) — Former company name
• September 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar
• $1 billion — enure, the bank's assets increased from $1 billion to $35 billion. He also served as the C
• $35 billion — k's assets increased from $1 billion to $35 billion. He also served as the CEO of GeoPoll f
• $450,000 — ment. The Agreement provides for (A) a $450,000 annual base salary paid in accordance w
• $1,000,000 — d make a sign-on equity grant valued at $1,000,000 in the form RSUs, which will vest as to
• $2.50 b — ievement of Tranche Goals Tranche 1 $2.50 based on 30-day VWAP $150 Million 100%
• $150 Million — Tranche 1 $2.50 based on 30-day VWAP $150 Million 100% of Base Salary Tranche 2 $2.50
• $250 Million — Tranche 2 $2.50 based on 30-day VWAP $250 Million 200% of Base Salary Tranche 3 $5.00
• $5.00 b — llion 200% of Base Salary Tranche 3 $5.00 based on 30-day VWAP $500 Million 300%
• $500 Million — Tranche 3 $5.00 based on 30-day VWAP $500 Million 300% of Base Salary Tranche 4 $10.0
• $10.00 b — llion 300% of Base Salary Tranche 4 $10.00 based on 30-day VWAP $1 Billion 500% of
• $1 Billion — Tranche 4 $10.00 based on 30-day VWAP $1 Billion 500% of Base Salary For the avoidanc

Filing Documents

• ea0215000-8k_gryphon.htm (8-K) — 52KB
• ea021500001ex10-1_gryphon.htm (EX-10.1) — 118KB
• ea021500001ex99-1_gryphon.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-080040.txt ( ) — 449KB
• gryp-20240917.xsd (EX-101.SCH) — 3KB
• gryp-20240917_def.xml (EX-101.DEF) — 26KB
• gryp-20240917_lab.xml (EX-101.LAB) — 35KB
• gryp-20240917_pre.xml (EX-101.PRE) — 24KB
• ea0215000-8k_gryphon_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement The information set forth below in Item 5.02, under the heading " Steve Gutterman Employment Agreement" is incorporated by reference in this Item 1.01.

02. Departure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Termination of Robby Chang as Chief Executive Officer On September 17, 2024, Robby Chang was terminated as Chief Executive Officer and President for cause, with immediate effect, by the board of directors (the " Board ") of Gryphon Digital Mining, Inc. (the " Company "). As a result, Mr. Chang is ineligible to receive any severance payments under his consulting agreement with the Company but will remain on the Board. Appointment of Steve Gutterman as Chief Executive Officer On September 17, 2024, the Board appointed Steve Gutterman as Chief Executive Officer of the Company. Since the closing of the Company's business combination with Ivy Crypto, Inc. in February 2024, Mr. Gutterman has served as a member of the Board, chair of the audit committee of the Board (the " Audit Committee ") and a member of the nominating and corporate governance committee (the " Nominating Committee ") of the Board. Mr. Gutterman has built, led, acquired and invested in market-changing companies for almost 30 years. Since July 2021 he has served as CEO of Falcon International, a large private cannabis company in California. Previously, he served from January 2020 to July 2021 as CEO of General Cannabis Corp, also known as TREES Corporation (OTC: CANN), a cannabis retailer and cultivator company, and from May 2018 to November 2020 as President of Harvest Health & Recreation Inc. (CSE: HARV), since acquired by Trulieve (CSE: TRUL) to form the largest cannabis company in the US as measured by revenue. Prior to Harvest Health & Recreation Inc., he held a variety of senior roles including at E*TRADE Financial (Nasdaq: ETFC) from February 2000 to July 2005, where he was EVP and COO of E*TRADE Bank. During his tenure, the bank's assets increased from $1 billion to $35 billion. He also served as the CEO of GeoPoll from November 2012 t

01 Regulation

Item 7.01 Regulation FD Disclosure On September 19, 2024, the Company issued a press release announcing the appointment of Mr. Gutterman as Chief Executive Officer and Mr. Vaiopoulos to the Board as Chairman. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. 3 Item 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Employment Agreement, dated September 17, 2024, between the Company and Steve Gutterman 99.1 Press release, dated as of September 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: September 19, 2024 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR