Gryphon Digital Mining Announces Material Agreement & Officer Changes

TL;DR

GRYP files 8-K: new deal, board shakeup, and financial updates. Big changes brewing.

AI Summary

Gryphon Digital Mining, Inc. announced on December 12, 2024, a material definitive agreement and changes in its board and officer composition. The company also disclosed information related to its financial statements and exhibits, and other events. This filing follows a name change from Akerna Corp. in 2019 and a prior name change from MTech Acquisition Holdings Inc. in 2018.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Filer
• Akerna Corp. (company) — Former Company Name
• MTech Acquisition Holdings Inc. (company) — Former Company Name
• December 12, 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
• $250,000 — arty. The Agreement provides for (A) a $250,000 annual base salary paid in equal instal
• $4.2 million — seeking recovery of up to approximately $4.2 million for breach of contract and unjust enric

Filing Documents

• ea0224098-8k_gryphon.htm (8-K) — 33KB
• ea022409801ex10-1_gryphon.htm (EX-10.1) — 22KB
• ea022409801ex99-1_gryphon.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 31KB
• 0001213900-24-109009.txt ( ) — 292KB
• gryp-20241212.xsd (EX-101.SCH) — 3KB
• gryp-20241212_lab.xml (EX-101.LAB) — 33KB
• gryp-20241212_pre.xml (EX-101.PRE) — 22KB
• ea0224098-8k_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 " Eric Gallie 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 Eric Gallie Employment Agreement On December 12, 2024, Gryphon Digital Mining, Inc. (the "Company") entered into a letter agreement (the "Agreement") with Eric Gallie, pursuant to which Mr. Gallie will serve as the Company's Senior Vice President, Energy. The Agreement became effective on December 12, 2024 (the "Effective Date"), and will remain in effect indefinitely until terminated by either party. The Agreement provides for (A) a $250,000 annual base salary paid in equal installments on the Company's regular pay dates no less frequently than semi-monthly, (B) an annual discretionary bonus targeted at 100% of Mr. Gallie's base salary, which may be paid in the form of 50% cash and 50% restricted stock units covering shares of the Company's common stock ("RSUs"), provided that to be eligible for any bonus, Mr. Gallie must be employed on the date any such bonus is paid, (C) five (5) weeks of paid time off in accordance with the Company's PTO policy and applicable state law, (D) eligibility to participate in customary health, welfare, and fringe benefit plans provided to other similarly situated executive employees of the Company, and (E) within thirty days following the Effective Date, the Company will recommend to the Company's Board of Directors that it make a one-time equity grant to Mr. Gallie in the form of 500,000 RSUs (the "Initial Award"). The Initial Award will vest as to one-fourth (1/4 th ) of the RSUs on each of the first four (4) annual anniversaries of the Initial Award grant date. The Initial Award and any RSUs granted to Mr. Gallie as a bonus shall be granted pursuant to the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan (the "Plan"). If the Company terminates Mr. Gallie without "cause" (as defined in the Plan) and Mr. Gallie executes and does not revoke a release of claims in fav

01 Regulation

Item 7.01 Regulation FD Disclosure On December 12, 2024, the Company issued a press release announcing the appointment of Mr. Gallie as Senior Vice President, Energy of the Company. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events As previously disclosed, on April 2, 2021, TreCom Systems Group, Inc. ("TreCom") filed suit against Akerna Corp. ("Akerna"), now doing business as the Company, and MJ Freeway, LLC ("MJF") in federal District Court for the Eastern District of Pennsylvania (the "Court"), seeking recovery of up to approximately $4.2 million for breach of contract and unjust enrichment claims pursuant to a Subcontractor Agreement between MJF and TreCom. A trial commenced on December 2, 2024, and on December 4, 2024, the Court ruled from the bench that all claims against Akerna would not be presented to the jury due to insufficient evidence under Fed. R. Civ. P. 50. On December 12, 2024, the Court issued a written order confirming resolution of the claims as to Akerna.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Employment Letter Agreement, dated December 12, 2024, between the Company and Eric Gallie 99.1 Press release, dated as of December 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: December 16, 2024 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR