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Gryphon Digital Mining, Inc 8-K Filings

GRYP NASDAQ

Every 8-K that Gryphon Digital Mining, Inc (GRYP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GRYP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GRYP filings page.

Rhea-AI Summary

American Bitcoin Corp. reported Q1 2026 mining revenue of $62.1 million, down from $78.3 million in Q4 2025, as lower average Bitcoin prices weighed on sales. Net loss widened to $81.8 million from $59.5 million, with Adjusted EBITDA at $(91.3) million versus $(77.6) million.

Despite this, the company expanded its Bitcoin strategic reserve from about 5,401 coins at December 31, 2025 to roughly 7,021 at March 31, 2026, a ~30% increase, and mined a record ~817 Bitcoin. Cost to mine improved to about $36,200 per Bitcoin, down from roughly $46,900, while Satoshis per share rose around 20% to ~663.

Rhea-AI Summary

American Bitcoin Corp. reported strong revenue growth but a sizeable accounting-driven loss for 2025. Revenue rose to $185.2 million, up from $71.5 million in 2024, as the company expanded its Bitcoin mining platform and combined self-mining with at-the-market purchases.

The company ended 2025 holding 5,401 Bitcoin, up from zero at the beginning of Q2, and has since grown this reserve to more than 6,000 Bitcoin. It mined 1,654 Bitcoin from Q2 through year-end, including 783 Bitcoin in Q4. Gross margin was about 50% for the year and 53% in Q4, meaning Bitcoin was accumulated at a 53% discount to spot prices in that quarter.

Despite operating progress, American Bitcoin posted a 2025 net loss of $153.2 million, compared with net income of $428.9 million in 2024, mainly because of a $227.1 million non-cash fair value loss on Bitcoin under new accounting rules. Adjusted EBITDA was a loss of $157.3 million for 2025. In Q4, revenue reached $78.3 million versus $64.2 million in Q3, while general and administrative expenses fell from 13% to 9% of revenue and the company raised $150.5 million of gross proceeds through its at-the-market equity program.

Rhea-AI Summary

American Bitcoin Corp. established an at-the-market equity offering program, allowing it to sell shares of its Class A common stock from time to time through a group of investment banks. Under a new Controlled Equity Offering Sales Agreement, the company may offer and sell Class A common stock with an aggregate offering price of up to $2,100,000,000 pursuant to an effective shelf registration statement on Form S-3. Sales can be made in transactions that qualify as at-the-market offerings or by other methods permitted by law, with the agents earning up to 3.0% of the gross proceeds on any shares they sell. The company and the agents may terminate the agreement in accordance with its terms, and a legal opinion covering the shares was provided by Skadden, Arps, Slate, Meagher & Flom LLP.

Rhea-AI Summary

Gryphon Digital Mining, Inc. (GRYP) filed a Current Report on Form 8-K reporting corporate changes related to its merger with American Bitcoin Corp. The filing incorporates an Agreement and Plan of Merger dated May 9, 2025, and discloses a Reverse Stock Split implemented via a Certificate of Amendment to the company’s amended and restated certificate of incorporation. The company also filed a Second Amended and Restated Certificate of Incorporation and a Certificate of Amendment effecting a name change to American Bitcoin Corp. Amended and restated bylaws, an indemnification agreement, an investors’ rights agreement, a code of business conduct and ethics, a press release dated September 3, 2025, MD&A for the three and six months ended June 30, 2025 and 2024, risk factors, capital stock description, audited combined financial statements (years ended 2024–2022), unaudited interim statements, and unaudited pro forma condensed combined financial information were furnished or filed as exhibits.

The filing organizes the post-merger governance and disclosure package, provides historical and pro forma financials for American Bitcoin Corp., and documents capital structure changes including multi-class common stock with differential voting rights.

Rhea-AI Summary

Gryphon Digital Mining, Inc. filed a Form 8-K to provide updated information about its previously announced stock-for-stock merger with American Bitcoin Corp. (ABTC). The filing adds ABTC’s Management’s Discussion and Analysis for the three and six months ended June 30, 2025, unaudited ABTC financial statements for those periods, and unaudited pro forma condensed combined financial information for the combined company for 2024 and the first half of 2025.

The merger is governed by an existing Agreement and Plan of Merger involving Gryphon and two wholly owned merger subsidiaries. Gryphon has already filed a Registration Statement on Form S-4, including a proxy statement and prospectus covering Class A common stock to be issued in the deal, which was declared effective on July 31, 2025, and mailed to stockholders on or about August 1, 2025. The filing also reiterates extensive forward-looking statement and risk disclosures around completing the transaction, integrating the businesses, achieving anticipated benefits, and securing and maintaining a Nasdaq listing for the combined company.

Rhea-AI Summary

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.