Gryphon Digital Mining Files 8-K with Material Agreement

TL;DR

GRYP filed an 8-K on Jan 13, 2025, reporting a material agreement. Check for details.

AI Summary

On January 13, 2025, Gryphon Digital Mining, Inc. filed an 8-K report. The filing indicates a material definitive agreement was entered into and includes financial statements and exhibits. The company, formerly known as Akerna Corp. and MTech Acquisition Holdings Inc., is incorporated in Delaware and headquartered in Las Vegas, Nevada.

Why It Matters

This 8-K filing signals a significant development for Gryphon Digital Mining, Inc., potentially impacting its operations and financial standing through a new material definitive agreement.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially when related to definitive agreements.

Key Numbers

• 001-39096 — SEC File Number (Identifies the company's filing history with the SEC.)
• 83-2242651 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• Akerna Corp. (company) — Former company name
• MTech Acquisition Holdings Inc. (company) — Former company name
• Delaware (jurisdiction) — State of Incorporation
• Las Vegas, NV (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar
• $2.85 million — or the purpose of raising approximately $2.85 million in gross proceeds for the Company. Purs
• $0.00001 — f the Company's common stock, par value $0.00001 per share (the "Common Stock") and (ii)
• $1.50 — of Common Stock at an exercise price of $1.50 per share (the "Common Warrants"), at a
• $0.40 — nd accompanying Common Warrant equal to $0.40 for third-party investors and $0.516 fo
• $0.516 — to $0.40 for third-party investors and $0.516 for directors and officers of the Compa

Filing Documents

• ea0226364-8k_gryphon.htm (8-K) — 28KB
• ea022636401ex4-1_gryphon.htm (EX-4.1) — 65KB
• ea022636401ex5-1_gryphon.htm (EX-5.1) — 10KB
• ea022636401ex10-1_gryphon.htm (EX-10.1) — 125KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-003061.txt ( ) — 458KB
• gryp-20250110.xsd (EX-101.SCH) — 3KB
• gryp-20250110_lab.xml (EX-101.LAB) — 33KB
• gryp-20250110_pre.xml (EX-101.PRE) — 22KB
• ea0226364-8k_gryphon_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 13, 2025, Gryphon Digital Mining, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several institutional and accredited investors and certain directors and officers of the Company (and certain of their affiliated parties) for the purpose of raising approximately $2.85 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of (i) 6,941,856 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock") and (ii) warrants to purchase 6,941,856 shares of Common Stock at an exercise price of $1.50 per share (the "Common Warrants"), at a combined purchase price per share and accompanying Common Warrant equal to $0.40 for third-party investors and $0.516 for directors and officers of the Company. The closing of the sales of these securities under the Purchase Agreement is expected to occur on or about January 14, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including without limitation, funding of new bitcoin mining locations, capital expenditures, funding potential acquisitions of additional new mining equipment, other potential or announced acquisitions, AI and high performance computing infrastructure, investments in existing and future Bitcoin mining projects and repurchases and redemptions of its common stock, and general working capital. The Shares and Common Warrants were offered and sold by the Company pursuant to a prospectus supplement which was filed with the Securities and Exchange Commission (the "SEC") on January 13, 2025 in connection with a takedown from the Company's effective shelf registration statement on Form S-3, which was filed with the SEC on February 28, 2024 and subsequently declared effectiv

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Set forth below is a list of Exhibits included as part of this Current Report. 4.1 Form of Common Warrant 5.1 Opinion of Ellenoff Grossman & Schole LLP 10.1 Form of Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: January 13, 2025 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR