Cipher Mining Inc. Enters Material Agreement, Incurs Debt
Ticker: CIFR · Form: 8-K · Filed: Oct 1, 2025 · CIK: 1819989
| Field | Detail |
|---|---|
| Company | Cipher Mining INC. (CIFR) |
| Form Type | 8-K |
| Filed Date | Oct 1, 2025 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $0.001, $11.50, $1,300,000,000, $200,000,000, $172,500,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: CIFR
TL;DR
Cipher Mining inked a new deal and took on debt, plus sold some stock.
AI Summary
On September 25, 2025, Cipher Mining Inc. entered into a material definitive agreement and incurred a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement, financial obligation, and sales were not provided in this excerpt.
Why It Matters
This filing indicates Cipher Mining Inc. has entered into significant new financial arrangements and potentially issued new equity, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce financial risks and operational changes for the company.
Key Players & Entities
- Cipher Mining Inc. (company) — Registrant
- September 25, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 001-39625 (identifier) — SEC File Number
- 85-1614529 (identifier) — EIN
FAQ
What is the nature of the material definitive agreement entered into by Cipher Mining Inc. on September 25, 2025?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.
What is the direct financial obligation incurred by Cipher Mining Inc.?
The filing states that Cipher Mining Inc. has incurred a direct financial obligation, but the specifics of this obligation are not detailed in the provided text.
What were the circumstances of the unregistered sales of equity securities by Cipher Mining Inc.?
The filing reports unregistered sales of equity securities, but the details regarding the number of shares, price, or purchasers are not included in this excerpt.
What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant' item?
This item signifies that Cipher Mining Inc. has entered into a new financial commitment that will appear on its balance sheet or is related to off-balance sheet arrangements.
What is Cipher Mining Inc.'s former company name and when was the name change effective?
Cipher Mining Inc.'s former company name was GOOD WORKS ACQUISITION CORP., and the date of the name change was August 3, 2020.
Filing Stats: 2,449 words · 10 min read · ~8 pages · Grade level 14.3 · Accepted 2025-09-30 21:59:03
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CIFR The Nasdaq Stock Mar
- $11.50 — of Common Stock at an exercise price of $11.50 per whole share CIFRW The Nasdaq St
- $1,300,000,000 — pher Mining Inc. (the "Company") issued $1,300,000,000 aggregate principal amount of its 0.00%
- $200,000,000 — option to purchase up to an additional $200,000,000 aggregate principal amount of Notes. Th
- $172,500,000 — dness, including the Company's existing $172,500,000 principal amount of convertible notes d
- $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which repres
- $16.03 — itial conversion price of approximately $16.03 per share of the Company's common stock
- $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
- $80,000,000 — btedness for borrowed money of at least $80,000,000; (vii) one or more final judgments in e
- $23 — e Capped Call Transactions is initially $23.32, which represents a premium of 100%
- $82.7 million — ped Call Transactions was approximately $82.7 million. The Capped Call Transactions are sep
Filing Documents
- d52925d8k.htm (8-K) — 45KB
- d52925dex41.htm (EX-4.1) — 610KB
- d52925dex42.htm (EX-4.2) — 89KB
- d52925dex101.htm (EX-10.1) — 169KB
- g52925g0930133615361.jpg (GRAPHIC) — 2KB
- g52925g0930133615579.jpg (GRAPHIC) — 2KB
- g52925g0930133615689.jpg (GRAPHIC) — 2KB
- g52925g0930133615829.jpg (GRAPHIC) — 2KB
- g52925g0930133616454.jpg (GRAPHIC) — 2KB
- g52925g0930133616736.jpg (GRAPHIC) — 3KB
- 0001193125-25-225645.txt ( ) — 1254KB
- cifr-20250925.xsd (EX-101.SCH) — 4KB
- cifr-20250925_def.xml (EX-101.DEF) — 14KB
- cifr-20250925_lab.xml (EX-101.LAB) — 23KB
- cifr-20250925_pre.xml (EX-101.PRE) — 15KB
- d52925d8k_htm.xml (XML) — 6KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 4.1 Indenture, dated as of September 30, 2025, between Cipher Mining Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 Form of confirmation for the Capped Call Transactions. 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 30, 2025 /s/ William Iwaschuk William Iwaschuk Co-President & Chief Legal Officer