false
0001819989
0001819989
2026-06-15
2026-06-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 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 1.01. Entry into a Material Definitive Agreement.
Senior Secured Notes Offering
General
On June 15, 2026, Stingray Compute LLC
(“Stingray Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Digital Inc.
(“Cipher” or the “Company”), completed its previously announced private offering of 6.000% Senior Secured
Notes due 2031 (the “notes”). The notes were sold under a purchase agreement, dated as of June 8, 2026, entered into by
and among the Company, Cipher Stingray LLC, a wholly-owned subsidiary of Stingray Compute (the “Subsidiary Guarantor”),
and Morgan Stanley & Co. LLC as representative of the initial purchasers, for resale to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)
and outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount
of notes sold in the offering was $810.0 million.
The notes were issued at a price equal to
99.750% of their principal amount. Stingray Compute intends to use the net proceeds from the offering to (1) finance the remaining
cost of the Stingray Facility, a high performance computing data center in Andrews, Texas (the “Stingray Facility”), (2)
reimburse the Company for approximately $61.5 million of prior equity contributions to Cipher Stingray used to fund capital
expenditures relating to the Stingray Facility and (3) fund debt service reserves.
Maturity and Interest Payments
On June 15, 2026, Stingray Compute, the Subsidiary
Guarantor and Cipher Stingray Holdings LLC, direct parent of Cipher Compute, entered into an indenture (the “Indenture”) with
respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”). The notes are senior secured
obligations of Stingray Compute and bear interest at a rate of 6.000% per year payable semiannually in arrears on June 15 and December
15 of each year, beginning on December 15, 2026. The notes will mature on June 15, 2031, unless earlier redeemed or repurchased in accordance
with their terms.
Amortization of Principal
The principal amount of the notes will amortize
on a semi-annual basis on June 15 and December 15 of each year following the Final Commencement Date (as such term is defined in the Indenture)
in an amount necessary to achieve the Target Project Debt Service Coverage Ratio (as such term is defined in the Indenture) as of such
payment date.
Redemption
On or after June 15, 2028, the Issuer may redeem
the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.
Prior to June 15, 2028, the Issuer may redeem the
notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of
the notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to June 15, 2028,
the Issuer may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the proceeds of
certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.
Certain Covenants
The Indenture limits the ability of the Issuer
and the Subsidiary Guarantor to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions
on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens;
(v) consummate certain asset sales; (vi) enter into sale and leaseback transactions; (vii) hold assets or conduct operations unrelated
to the operation of the Stingray Facility; (viii) engage in certain transactions with its affiliates; and (ix) merge, consolidate or transfer
or sell all or substantially all of its assets.
These covenants are subject to a number of important
qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, Stingray Compute must offer to
repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
The Indenture also provides for customary events of default.
The foregoing description of the Indenture and
the notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form
of note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated
herein by reference.
Completion Guarantee
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 and the available funds (including prior equity contributions by Cipher relating
to the Stingray Facility) are insufficient to do so.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
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 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 |
| 4.1 |
|
Indenture, dated as of June 15, 2026, among Stingray Compute LLC, Cipher Stingray LLC, Cipher Stingray Holdings LLC, and Wilmington Trust, National Association, as trustee, relating to the 6.000% senior secured notes. |
| 4.2 |
|
Form of Note representing the 6.000% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1). |
| 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 15, 2026 |
CIPHER DIGITAL INC. |
| |
|
|
| |
By: |
/s/ Tyler Page |
| |
Name: |
Tyler Page |
| |
Title: |
Chief Executive Officer |
