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.
The GRYP SEC filings page on Stock Titan aggregates regulatory documents originally filed by Gryphon Digital Mining, Inc. and, following its merger, by the combined entity now known as American Bitcoin Corp. These filings provide detailed insight into how the former Nasdaq-listed company described its bitcoin mining, HPC and AI activities, as well as the structure and impact of its merger with American Bitcoin.
Among the most significant documents are a series of Form 8-K current reports. One 8-K dated August 29, 2025 summarizes the results of a special meeting of stockholders at which Gryphon investors approved the issuance of shares in connection with the merger, an amended and restated charter, and the company’s 2025 omnibus incentive plan. Another 8-K dated September 2, 2025 discusses updated information about American Bitcoin, including management’s discussion and analysis, historical financial statements, and pro forma combined financial information attached as exhibits.
A key 8-K filed on September 3, 2025 explains the completion of the mergers with American Bitcoin Corp., the prior approval and implementation of a five-for-one reverse stock split, the adoption of a Second Amended and Restated Certificate of Incorporation, and the subsequent name change to American Bitcoin Corp.. This filing also details the creation of multiple classes of common stock with different voting rights and notes that former American Bitcoin stockholders collectively hold approximately 98% of the fully diluted combined company, with prior Gryphon equity holders collectively holding approximately 2%.
Another 8-K dated September 3, 2025 describes an “at-the-market” equity offering program for American Bitcoin Corp.’s Class A Common Stock under an effective shelf registration statement on Form S-3, including the aggregate offering size and the role of various sales agents. Together, these filings document how the legacy GRYP issuer transitioned into American Bitcoin Corp. (trading under the symbol ABTC) and how its capital structure and financing arrangements were reshaped.
On Stock Titan, users can access these SEC filings in one place. AI-powered tools summarize lengthy documents such as 8-Ks and registration statements, highlight key terms like reverse stock split mechanics, merger consideration, and new share classes, and surface important details about equity offering programs. This helps readers quickly understand the regulatory record behind the historical GRYP ticker and its evolution into the current American Bitcoin Corp. structure.
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.
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.
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.