Gryphon Digital Mining Reports Multiple Material Events

TL;DR

GRYP 8-K: Major corporate changes, agreements terminated, equity sold, control shifts. Big moves happening.

AI Summary

Gryphon Digital Mining, Inc. (formerly Akerna Corp.) filed an 8-K on September 3, 2025, reporting several material events. These include entry into and termination of definitive agreements, completion of asset acquisitions or dispositions, unregistered sales of equity securities, and modifications to security holder rights. The filing also notes changes in control, departures and appointments of officers and directors, amendments to governing documents, and waivers of its code of ethics, alongside Regulation FD disclosures and other events.

Why It Matters

This 8-K filing indicates significant corporate activity and potential shifts in the company's structure, agreements, and control, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material events including changes in control and unregistered equity sales, suggesting potential volatility and uncertainty.

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Registrant
• Akerna Corp. (company) — Former company name
• MTech Acquisition Holdings Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share ABTC The Nasdaq Stock Ma

Filing Documents

• ea0255440-8k_american.htm (8-K) — 90KB
• ea025544001ex3-1_american.htm (EX-3.1) — 8KB
• ea025544001ex3-2_american.htm (EX-3.2) — 95KB
• ea025544001ex3-3_american.htm (EX-3.3) — 8KB
• ea025544001ex3-4_american.htm (EX-3.4) — 183KB
• ea025544001ex10-1_american.htm (EX-10.1) — 66KB
• ea025544001ex14-1_american.htm (EX-14.1) — 39KB
• ea025544001ex99-1_american.htm (EX-99.1) — 15KB
• ea025544001ex99-2_american.htm (EX-99.2) — 148KB
• ea025544001ex99-3_american.htm (EX-99.3) — 67KB
• ea025544001ex99-4_american.htm (EX-99.4) — 275KB
• ea025544001ex99-5_american.htm (EX-99.5) — 41KB
• ea025544001ex99-6_american.htm (EX-99.6) — 430KB
• ea025544001ex99-7_american.htm (EX-99.7) — 590KB
• ea025544001ex99-8_american.htm (EX-99.8) — 165KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-083726.txt ( ) — 2812KB
• gryp-20250902.xsd (EX-101.SCH) — 3KB
• gryp-20250902_def.xml (EX-101.DEF) — 26KB
• gryp-20250902_lab.xml (EX-101.LAB) — 34KB
• gryp-20250902_pre.xml (EX-101.PRE) — 22KB
• ea0255440-8k_american_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On September 3, 2025, the Combined Company entered into separate indemnification agreements with each of its directors and executive officers that, among other things, provide for indemnification and advancement of certain expenses and costs relating to claims, suits or proceedings arising from such person's service as an officer or director of the Combined Company, as applicable, to the maximum extent permitted by Delaware law. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated by reference herein.

02 Termination

Item 1.02 Termination of a Material Definitive Agreement. Concurrently with the Closing, the Combined Company repaid all obligations outstanding under, and concurrently terminated, the Loan, Guaranty and Security Agreement, dated as of October 25, 2024 (the "Loan Agreement"), by and among Anchorage Lending CA, LLC, Gryphon and certain of Gryphon's subsidiaries party thereto. A summary of the material terms and conditions of the Loan Agreement is contained in our Current Report on Form 8-K filed with the SEC on October 28, 2024.

01 Completion

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 5.03 by reference. The Combined Company Class B Common Stock issued as Merger Consideration pursuant to the terms of the Merger Agreement was issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth in the "Introductory Note" above and in the third paragraph of Item 5.01 is incorporated into this Item 3.03 by reference. 2 Reverse Stock Split The Reverse Stock Split was previously approved at a special meeting of Gryphon stockholders held on May 24, 2025. At that meeting, Gryphon stockholders approved a reverse split of the Gryphon Common Stock at a ratio in the range of two-for-one (2:1) to forty-for-one (40:1), to be effected at any time prior to the one-year anniversary of the special meeting and with the exact ratio to be determined by the Board in its discretion and without further approval or authorization of Gryphon's stockholders. On August 22, 2025, the Board determined to proceed with the Reverse Stock Split at a ratio of five-for-one (5:1). On September 2, 2025, Gryphon filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on September 2, 2025 (the "Split Effective Time"). At the Split Effective Time, every five issued and outstanding shares of Gryphon Common Stock were combined automatically into one share of Gryphon Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive a fraction of a share because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive one whole share in lieu of such fractional share. No cash was paid for fractional shares. The Reverse Stock Split applied uniformly to all Gryphon stockholders and, other than as a result of this rounding of fractional shares, the ownership percentage of each stockholder remained unchanged immediately following the Reverse Stock Split. The Reverse Stock Split also applies to shares of Gryphon Common Stock issuable upon exercise or conversion of

01 Changes in

Item 5.01 Changes in Control of Registrant. The disclosure set forth in the "Introductory Note" above and in Item 5.02 of this Report is incorporated into this Item 5.01 by reference. 3 A change in control of the Company occurred on September 3, 2025. As a result of the Mergers, American Bitcoin Holdings LLC ("ABH"), a Delaware limited liability company and a wholly owned subsidiary of Hut 8 Corp. ("Hut 8"), holds 585,779,924 shares of Combined Company Class B Common Stock, representing approximately 80% of the voting power of the Combined Company's capital stock. As previously disclosed, the Combined Company, ABH and certain other holders of Combined Company Class B Common Stock are party to an Investors' Rights Agreement, dated as of May 9, 2025 (the "Investors' Rights Agreement"), the operative provisions of which became effective at the Closing. A description of the material terms of the Investors' Rights Agreement is contained in the section of the Proxy Statement/Prospectus titled " Agreements Related to the Merger Agreement—Investors' Right's Agreement " beginning on page 126, and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Investors' Rights Agreement, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on May 12, 2025. There are no other arrangements known to the Combined Company, including any pledge by any person of securities of the Combined Company, the operation of which may at a subsequent date result in a change in control of the Combined Company.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The disclosure contained in Item 1.01 of this Report is incorporated into this Item 5.02 by reference. Resignation of Directors and Executive Officers Effective as of the Closing, each of Steve Gutterman, Simeon Salzman, Eric Gallie, Jimmy Vaiopoulos, Brittany Kaiser, Jessica Billingsley, Heather Cox, Dan Grigorin and Robby Chang resigned from any and all positions they held as a director or officer of Gryphon and/or any of its subsidiaries, including from any and all committees and subcommittees of the Board. Additionally, Messrs. Gutterman, Salzman and Gallie each entered into a separation and release agreement in connection with the termination of their employment with Gryphon, pursuant to which they will receive their contractual severance entitlements under their previously disclosed employment agreements. Appointment of Directors Effective as of the Closing, the size of the Board was fixed at five members, and each of Richard Busch, Justin Mateen, Michael Broukhim, Asher Genoot and Michael Ho was appointed to the Board, with Mr. Genoot appointed as a Class I director, Messrs. Busch and Broukhim appointed as Class II directors, and Messrs. Mateen and Ho appointed as Class III directors. Effective as of the Closing, the Combined Company's audit committee consists of Messrs. Broukhim, Mateen and Busch, with Mr. Broukhim serving as the chair of the committee. The Board has determined that each member of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable Rules of The Nasdaq Stock Market, LLC (the "Nasdaq Corporate Governance Rules") and listing requirements, and that Mr. Broukhim qualifies as an "audit committee fin

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure set forth in the "Introductory Note" and in Item 3.03 of this Report is incorporated into this Item 5.03 by reference.

05 Amendments

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Effective as of the Closing, in connection with the consummation of the Mergers, the Board adopted a new Code of Business Conduct and Ethics (the "Code of Conduct"), which is applicable to all employees, officers and directors of the Combined Company. The Code of Conduct supersedes Gryphon's previously adopted code of business conduct and ethics. The adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of Gryphon's previously adopted code of business conduct and ethics. The full text of the Code of Conduct is attached to this Report as Exhibit 14.1.

01 Regulation

Item 7.01 Regulation FD Disclosure. On September 3, 2025, the Combined Company issued a press release announcing, among other things, the Closing. The press release is furnished as Exhibit 99.1 to this Report. 6 The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Combined Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

01 Other Events

Item 8.01 Other Events. The Combined Company's Management's Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025, an updated description of the Combined Company's business, updated risk factors of the Combined Company and an updated description of the Combined Company's securities are attached to this Report as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated into this Item 8.01 by reference.

01 Financial

Item 9.01 Financial (a) Financial Statements of Businesses Acquired The audited combined financial attached to this Report as Exhibit 99.6 and are incorporated herein by reference. The unaudited combined financial June 30, 2025, are attached to this Report as Exhibit 99.7 and are incorporated herein by reference. (b) Pro Forma Financial Information The unaudited pro forma condensed combined balance sheet as of June 30, 2025, the unaudited pro forma condensed combined statement of operations for the three and six months ended June 30, 2025 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, are attached to this Report as Exhibit 99.8 and are incorporated herein by reference. 7 (d) Exhibits The following exhibits are being filed or furnished, as applicable, with this Report: Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as

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