Cipher Mining Inc. Files Material Definitive Agreement

TL;DR

Cipher Mining signed a big deal, filing an 8-K today.

AI Summary

On September 3, 2024, Cipher Mining Inc. filed an 8-K report detailing a material definitive agreement. The company, formerly known as GOOD WORKS ACQUISITION CORP., is based in New York and operates in finance services.

Why It Matters

This filing indicates a significant new contract or partnership for Cipher Mining, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this summary filing.

Key Numbers

• 001-39625 — SEC File Number (Identifier for Cipher Mining's SEC filings)
• 85-1614529 — IRS Number (Tax identification number for Cipher Mining)

Key Players & Entities

• Cipher Mining Inc. (company) — Registrant
• GOOD WORKS ACQUISITION CORP. (company) — Former company name
• September 3, 2024 (date) — Date of earliest event reported
• 1 VANDERBILT AVENUE (address) — Company business address
• NEW YORK (location) — Company business location

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CIFR The Nasdaq Stock Market
• $11.50 — of Common Stock at an exercise price of $11.50 per whole share CIFRW The Nasdaq Stock
• $725.7 million — , for aggregate gross proceeds of up to $725.7 million (the "Shares"), which consists of (i) u
• $125.7 million — "Shares"), which consists of (i) up to $125.7 million remaining as authorized under the Compa
• $600.0 million — 24 and September 3, 2024 and (ii) up to $600.0 million of Shares, which can be issued and sold

Filing Documents

• cifr-20240903.htm (8-K) — 39KB
• 0001819989-24-000004.txt ( ) — 215KB
• cifr-20240903.xsd (EX-101.SCH) — 3KB
• cifr-20240903_def.xml (EX-101.DEF) — 16KB
• cifr-20240903_lab.xml (EX-101.LAB) — 31KB
• cifr-20240903_pre.xml (EX-101.PRE) — 17KB
• cifr-20240903_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 3, 2024, Cipher Mining Inc. (the "Company") entered into an amended and restated Controlled Equity Offering SM Sales Agreement (the "Amended and Restated Sales Agreement") with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Keefe, Bruyette & Woods, Inc., Virtu Americas LLC and BTIG, LLC (each, an "Agent" and, together, the "Agents"). The Amended and Restated Sales Agreement modifies the Sales Agreement previously entered into on August 3, 2023, as amended on March 6, 2024 to, among other things, include BTIG, LLC as an additional agent under the Sales Agreement and to replace Stifel, Nicolaus & Company, Incorporated with Keefe, Bruyette & Woods, Inc. as an agent under the Sales Agreement. Pursuant to the Amended and Restated Sales Agreement, the Company may offer and sell, from time to time through or to the Agents, shares of the Company's common stock, par value $0.001 per share ("Common Stock"), for aggregate gross proceeds of up to $725.7 million (the "Shares"), which consists of (i) up to $125.7 million remaining as authorized under the Company's Registration Statement on Form S-3 (File No. 333-267537) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission ("SEC") on September 21, 2022, and declared effective by the SEC on October 6, 2022, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on August 4, 2023, as amended on March 6, 2024 and September 3, 2024 and (ii) up to $600.0 million of Shares, which can be issued and sold pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-281908), filed with the SEC on September 3, 2024, which became immediately effective upon filing, and a prospectus supplement dated September 3, 2024, filed by the Company with the SEC. The foregoing descriptio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 1.1 Amend ed and Restated Controlled Equity Offering SM Sales Agreement by and among Cipher Mining Inc. and Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Keefe, Bruyette & Woods, Inc., Virtu Americas LLC and BTIG, LLC , dated September 3 , 2024 ( incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 3, 2024 ) 5.1 Opinion of Latham & Watkins LLP (incorporated by reference to Exhibit 5.2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 3, 2024) 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1 above) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cipher Mining Inc. Date: September 3, 2024 By: /s/ Tyler Page Tyler Page Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR