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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):
June 8, 2026
CIPHER DIGITAL INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39625 |
85-1614529 |
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number) |
(IRS Employer Identification No.) |
1 Vanderbilt Avenue
Floor 54
New York, New York
10017
(Address of principal executive offices) (Zip Code)
(332) 262-2300
(Registrant’s telephone number, including
area code)
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, $0.001 par value per share |
CIFR |
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 8.01. Other Events.
On June 8, 2026, Cipher Digital Inc. (“Cipher” or the “Company”)
issued a press release announcing that Stingray Compute LLC, its wholly-owned indirect subsidiary, priced its offering of $810.0 million
aggregate principal amount of 6.000% senior secured notes due 2031 (the “Offering”) at a price equal to 99.750% of their principal
amount. The Offering is expected to close on June 15, 2026, subject to customary closing conditions.
The notes will only be sold to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to non-U.S.
persons outside of the United States pursuant to Regulation S under the Securities Act.
A copy of the press release announcing the pricing of the Offering
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K is neither
an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes
this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that
are not statements of historical fact, such as statements regarding the completion of the offering of the notes, and the intended use
of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified
by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,”
“predicts,” “potential,” “would,” “will likely result,” “continue,” and similar
expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject
to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current
Report on Form 8-K, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including
changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts
it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors,
changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations
and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. Potential investors, stockholders
and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities
and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2026 filed with the SEC on May 5, 2026 and in Cipher’s subsequent filings with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in
the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or
revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of the Company, dated June 8, 2026 |
| 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.
| Date: June 8, 2026 |
Cipher Digital Inc. |
| |
|
|
| |
By: |
/s/ Tyler Page |
| |
Name: |
Tyler Page |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Cipher Digital Inc. Announces Pricing of $810.0
Million of Senior Secured Notes
NEW YORK— June 8, 2026 —Cipher Digital Inc. (NASDAQ:
CIFR) (“Cipher” or the “Company”) a leading developer, owner, and operator of industrial-scale data centers, today
announced that its wholly-owned subsidiary, Stingray Compute LLC (the “Issuer”), has priced a $810.0 million offering of 6.000%
senior secured notes due 2031 (the “Notes”) at a price equal to 99.750% of their principal amount. The Notes will be sold
in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation
S under the Securities Act. The offering is expected to close on June 15, 2026, subject to customary closing conditions.
The Issuer intends to use the net proceeds from the offering to (1)
finance the remaining cost of the data center (the “Stingray Facility”), (2) reimburse the Company for approximately $61.5
million of prior equity contributions to Cipher Stingray LLC (“Cipher Stingray”), a wholly-owned direct subsidiary of the
Issuer, used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.
The Notes will be fully and unconditionally guaranteed by Cipher Stingray
(the “Guarantor”). The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets
of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by Cipher Stingray
Holdings LLC, a Delaware limited liability company and the direct parent company of the Issuer.
Cipher will provide a customary completion guarantee with respect to
the Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray Facility in the
event that the proceeds of the Notes are insufficient to do so.
The offering is subject to market and other conditions, and there can
be no assurance as to whether, when or on what terms the offering may be completed.
The Notes have not been registered under the Securities Act or securities
laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption
from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to persons reasonably
believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons
in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation
of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cipher
Cipher develops and operates industrial-scale data centers engineered
for next-generation computing at the highest standards of innovation, precision, and excellence. Cipher brings together deep expertise
across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose
built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center
capacity and become a leading HPC development platform that is built for hyperscale.
Forward Looking Statements
This press release contains certain forward-looking statements within
the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes
this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements
of historical fact, such as statements regarding the completion of the offering of the notes and the intended use of the net proceeds,
are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words
“may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,”
“seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,”
“estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,”
“potential,” “would,” “will likely result,” “continue,” and similar expressions (including
the negative versions of such words or expressions).
These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject
to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such
forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release,
including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the
competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make
to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes
in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations
and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form
10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24,
2026, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 5, 2026 and in Cipher’s
subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and,
except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts:
Investor Contacts:
Courtney Knight
Head of Investor Relations at Cipher Digital
courtney.knight@cipherdigital.com
Drew Armstrong
Head of Strategic Initiatives at Cipher Digital
drew.armstrong@cipherdigital.com
Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com
