Gryphon Digital Mining Files 8-K on Leadership Changes

Ticker: ABTC · Form: 8-K · Filed: Aug 29, 2025 · CIK: 1755953

Gryphon Digital Mining, INC. 8-K Filing Summary
FieldDetail
CompanyGryphon Digital Mining, INC. (ABTC)
Form Type8-K
Filed DateAug 29, 2025
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.0001
Sentimentneutral

Sentiment: neutral

Topics: leadership-change, corporate-governance, filing

Related Tickers: GRYP

TL;DR

Gryphon Digital Mining (GRYP) filed an 8-K detailing director departures, new elections, and officer appointments.

AI Summary

Gryphon Digital Mining, Inc. filed an 8-K on August 29, 2025, reporting events as of August 27, 2025. The filing covers the departure of directors, election of new directors, appointment of officers, and executive compensation arrangements. It also includes information on matters submitted to a vote of security holders and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant changes in Gryphon Digital Mining's board and executive team, which could impact the company's strategic direction and operational management.

Risk Assessment

Risk Level: medium — Changes in board and executive leadership can signal underlying issues or strategic shifts that may affect the company's future performance and stability.

Key Players & Entities

FAQ

What specific reasons were cited for the departure of directors?

The filing indicates 'Departure of Directors or Certain Officers' as an item, but the specific reasons for individual departures are not detailed in the provided excerpt.

Who were the newly elected directors or appointed officers?

The filing lists 'Election of Directors' and 'Appointment of Certain Officers' as items, but the names of the individuals involved are not present in this excerpt.

What is the nature of the compensatory arrangements for certain officers?

The filing mentions 'Compensatory Arrangements of Certain Officers,' suggesting details about executive pay will be disclosed, but the specifics are not in this summary.

Were there any significant matters submitted to a vote of security holders?

Yes, the filing explicitly states 'Submission of Matters to a Vote of Security Holders' as an item, indicating that shareholder votes were held or are planned.

What is the significance of the Regulation FD Disclosure item?

The 'Regulation FD Disclosure' item means Gryphon Digital Mining is providing non-public information to the public in a manner that avoids selective disclosure, as required by Regulation FD.

Filing Stats: 1,983 words · 8 min read · ~7 pages · Grade level 15.9 · Accepted 2025-08-29 16:05:43

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the Special Meeting, among other things, the Company's stockholders approved the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the " 2025 Plan "). The 2025 Plan will become effective as of the closing of the Mergers and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to employees and certain consultants of the Combined Company and its subsidiaries and certain of its affiliates and to members of the Board of Directors of the Combined Company (the " Combined Company Board "). certain changes in the Combined Company's capitalization and the automatic increase (described below), the total number of shares reserved and available for issuance pursuant to the 2025 Plan (the " Share Reserve ") will not exceed 20% of the total number of issued and outstanding fully diluted shares of Combined Company common stock as of the closing of the Mergers. The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2026 and ending on (and including) January 1, 2035 by the lesser of (a) a number of shares of Combined Company common stock equal to the excess of (i) 20% of the number of issued and outstanding fully diluted shares of Combined Company common stock on December 31 of the immediately preceding calendar year over (ii) the number of shares of Combined Company common stock then reserved for issuance under the 2025 Plan as of such date and (b) such number of shares of Combined Company common stock determined by the Combined Company Board. The 2025 Plan will expire on tenth anniversary of its effective date, unless terminated sooner by the Combined Company Board or its delegate. A summary

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The Company completed the Special Meeting on August 27, 2025. The number of shares of common stock, par value $0.0001 per share (the " Common Stock "), of the Company entitled to vote at the Special Meeting was 82,132,669 shares. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 52,509,156 shares, representing 63.9% of the shares of Common Stock outstanding and entitled to vote as of the record date of July 25, 2025. At the Special Meeting, the Company's stockholders: approved (a) the issuance of Combined Company stock, which will represent more than 20% of the shares of Common Stock outstanding immediately prior to the completion of the Mergers, to stockholders of ABTC as merger consideration pursuant to the terms of the Merger Agreement and the transactions contemplated therein and (b) the change of control resulting from such issuance and the Mergers, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (the " Stock Issuance Proposal "); 1 approved and adopted the proposed amended and restated certificate of incorporation of the Combined Company (the " Proposed Charter ", and such proposal, the " Charter Proposal "); approved, on an advisory and non-binding basis, five separate proposals (the " Advisory Charter Proposals ") to approve certain governance provisions in the Proposed Charter: to change the corporate name of the Combined Company to "American Bitcoin Corp." at and from the time of the Mergers (" Proposal 3 "); to change the total number of authorized shares of capital stock of the Combined Company to 735,000,000,000 shares, consisting of: (i) 635,000,000,000 shares of common stock, $0.0001 par value per share, comprised of (a) 500,000,000,000 shares of Class A common stock, (b) 10,000,000,000 shares of Class B common stock and (c) 125,000,000,000 shares of Class C common stock; and (ii) 100,000,000,000 shares of pr

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 29, 2025, the Company issued a press release announcing a reverse stock split of its issued and outstanding Common Stock at a ratio of five to one, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K: Exhibit No. Description 99.1 Press Release, dated August 29, 2025. 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: August 29, 2025 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 5

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