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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):
November 5, 2025
CIPHER MINING 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) |
Registrant’s Telephone Number, Including
Area Code: (332) 262-2300
N/A
(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:
| ☐ |
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 |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share |
|
CIFRW |
|
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. ☐
On November 5, 2025, Cipher Mining Inc. (“Cipher” or the
“Company”) issued a press release announcing that Cipher Compute LLC, its wholly-owned indirect subsidiary, priced its offering
of $1.4 billion aggregate principal amount of 7.125% senior secured notes due 2030 (the “Offering”) at par. The Offering is
expected to close on November 13, 2025, subject to market and other 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. 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, 2024 filed with the Securities
and Exchange Commission (“SEC”) on February 25, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2025 filed with the SEC on August 7, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2025 filed with the SEC on November 3, 2025, 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 |
|
|
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of the Company, dated November 5, 2025 |
| |
|
|
| 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.
| |
Cipher Mining Inc. |
| |
|
| |
|
| Date: November 6, 2025 |
/s/ Tyler Page |
| |
Tyler Page |
| |
Chief Executive Officer |
