Welcome to our dedicated page for Gryphon Digital SEC filings (Ticker: GRYP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Gryphon Digital Mining, Inc. reported shareholder actions tied to a planned merger with ABTC. Stockholders approved issuing Combined Company stock that will represent more than 20% of shares outstanding immediately prior to closing, and approved the resulting change of control as required under Nasdaq rules. Shareholders adopted an amended and restated certificate of incorporation and, on an advisory basis, approved governance items including a proposed name change to "American Bitcoin Corp.", a large increase in authorized shares (735,000,000,000 total with classes A/B/C and preferred), a multi-class voting structure (Class A: 1 vote; Class B: 10,000 votes; Class C: 10 votes), the ability to take written-consent actions until Class B holders fall below 50% voting power, and a supermajority requirement for certain charter amendments. The advisory golden parachute payments and a 2025 equity plan were also approved. An adjournment proposal passed but the meeting was not adjourned. A related press release is filed as Exhibit 99.1.
Gryphon Digital Mining Corp. filed an amended shelf registration (S-3/A) that incorporates by reference its Annual Report on Form 10-K (filed March 31, 2025), portions of its definitive proxy (filed April 21, 2025) and a series of Form 8-K filings spanning January–July 2025. The prospectus discusses proposed mergers (including an Agreement and Plan of Merger dated May 9, 2025) and contains forward-looking expectations about the timing and terms of the Mergers, projected capitalization, a proposed multi-class charter and listing of Class A Common Stock on Nasdaq, and plans for scaling mining capacity. Material risks explicitly noted include failure to obtain stockholder approvals, timing uncertainty for the Mergers, regulatory and market changes, and competitive pressures. Exhibits include combined financial statements of American Bitcoin Corp. and unaudited pro forma condensed combined financials.
Gryphon Digital Mining, Inc. (GRYP) has filed a Form 144 disclosing a proposed sale of 149,086 common shares, equal to roughly 0.21% of the 72.56 million shares outstanding. The stock is valued at $153,106.57 based on prevailing market prices and is expected to be sold on or about 31-Jul-2025 through broker Georgeson Securities Corp.
The shares were acquired only a day earlier, 30-Jul-2025, via the vesting of restricted stock awarded for “services rendered.” The filer reported no other share sales during the past three months, suggesting this is an isolated liquidity event rather than a sustained disposal program.
While Form 144 filings do not obligate the seller to complete the transaction, they alert the market to potential insider supply. Given the modest size of the sale relative to the float and the lack of recent additional insider selling, any market impact is expected to be limited and short-lived.
Gryphon Digital Mining, Inc. (GRYP) filed a Form 144 indicating an intent to sell 25,486 common shares—≈0.04 % of the 72.6 million shares outstanding. The proposed sale, routed through Georgeson Securities, carries an aggregate market value of $25,807 (≈$1.01 per share) and is targeted for execution on 31 Jul 2025 on Nasdaq.
The shares derive from a restricted-stock vesting event on the same date, received directly from the issuer for services rendered. The filer reports no sales in the prior three months and affirms awareness of no undisclosed adverse information.
Given the modest dollar amount and de-minimis percentage of shares outstanding, the filing is unlikely to be material for most investors but does provide transparency on prospective insider activity.
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