KERNW Akerna Corporation (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 17, 2024

 

GRYPHON DIGITAL MINING, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39096		83-2242651
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1180 N. Town Center Drive, Suite 100, Las Vegas, NV		89144
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (877) 646-3374

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GRYP		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Regulation FD Disclosure

 

On July 17, 2024, Gryphon Digital Mining, Inc. (the “Company”) issued a press release announcing certain updates regarding its ongoing litigation with Sphere 3D Corp. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of this report:

 

Exhibit Number		Description
99.1		Press release dated July 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

Dated: July 17, 2024	GRYPHON DIGITAL MINING, INC.
	By:	/s/ Robby Chang
		Name:	Robby Chang
		Title:	Chief Executive Officer

 

 

2

Exhibit 99.1

 

 

Sphere concedes it will no longer seek to impose any liability for impersonation of its CFO

 

Sphere’s concession means that Gryphon is no longer subject to liability on the basis of these allegations

 

Las Vegas, NV — July 17, 2024 -- Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), a bitcoin mining company that is independently certified to be 100% renewable and pursuing a negative carbon strategy, is providing an update regarding its ongoing litigation with Sphere 3D.

 

On June 27, 2024, during a court conference in the litigation proceedings between Gryphon Digital Mining, Inc. (“Gryphon”) and Sphere 3D Corp. (“Sphere”) in the U.S. District Court for the Southern District of New York, Sphere conceded that it was no longer seeking to impose any liability against Gryphon for events that occurred in early 2023 in which a hostile threat actor impersonated Sphere’s chief financial officer in an email sent to both Sphere and Gryphon’s personnel and requested the transfer of twenty-six (26) bitcoin from a Sphere wallet controlled by Gryphon.

 

As background, Sphere filed an action against Gryphon on April 7, 2023. Sphere’s claims were, in part, predicated on allegations that Gryphon was responsible for the hostile threat actor’s conduct in early 2023. After the incident, Gryphon engaged a third-party to perform an independent forensic investigation, which concluded that Gryphon’s internal security systems were not breached.

 

Sphere’s concession during the June 27, 2024 court conference means that Gryphon is no longer subject to liability on the basis of these allegations. Gryphon believes that Sphere’s remaining allegations also lack merit and will vigorously defend against them. Meanwhile, Gryphon continues to aggressively pursue its own claim against Sphere, which is predicated on Sphere’s flagrant and repeated breaches of the MSA. Gryphon is seeking approximately $45 million in damages from Sphere for Sphere’s breaches of the MSA. The parties are in the early stages of discovery in this action.

 

Gryphon is represented by Hogan Lovells attorneys Dennis H. Tracey, III, Elizabeth C. Carter, and William C. Winter.

 

Conference Schedule:

 

●

Bitcoin 2024 in Nashville, TN on July 25th – 27th

 

●

Blockchain Futurist Conference in Toronto, ON on August 13th – 14th

 

●

H.C. Wainwright 26th Annual Global Investment Conference in New York, NY on September 9th – 11th

 

●

Pacific Bitcoin Festival in Los Angeles, CA on October 18th – 19th

 

●

LD Micro Main Event XVII in Los Angeles, CA on October 28th – 30th

 

 

About Gryphon Digital Mining

 

Gryphon Digital Mining, Inc. is an innovative venture in the bitcoin space dedicated to helping bring digital assets onto the clean energy grid. With a talented leadership team coming from globally recognized brands, Gryphon is assembling thought leaders to improve digital asset network infrastructure. Its Bitcoin mining operation was recently independently certified as 100% carbon-neutral and the company is also pursuing a carbon-negative strategy. More information is available on https://gryphondigitalmining.com/.

 

Cautionary Statements Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements are based on management’s current expectations and assumptions about future events and financial results and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. Except as otherwise required by applicable law, Gryphon disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Gryphon cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Gryphon. In addition, Gryphon cautions you that the forward-looking statements contained in this press release are subject to the risks set forth in our filings with the Securities and Exchange Commission (the "SEC"), including the section titled “Risk Factors” in the Annual Report on Form 10-K filed with the SEC by Gryphon on April 1, 2024.

 

INVESTOR CONTACT:

 

Name: James Carbonara

Company: Hayden IR

Phone: (646)-755-7412

Email: james@haydenir.com

 

 

 

v3.24.2

Cover	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	001-39096
Entity Registrant Name	GRYPHON DIGITAL MINING, INC.
Entity Central Index Key	0001755953
Entity Tax Identification Number	83-2242651
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1180 N. Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	877
Local Phone Number	646-3374
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GRYP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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