Gryphon Digital Mining Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Report:
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB 00688); Marcum LLP, Los Angeles, CA | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
| (2) | Financial Statement Schedules: |
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.
(3) Exhibits
| Exhibit Number | Description |
| 2.1+ | Agreement and Plan of Merger, dated as of January 27, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of April 28, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.7 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 2.3 | Second Amendment to Agreement and Plan of Merger dated June 14, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.8 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022) |
| 3.2 | First Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022) |
| 3.3 | Certificate of Amendment for Name Change (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 13, 2024) |
| 3.4* | Amended and Restated Bylaws |
| 4.1* | Description of Securities of the Registrant |
| 4.2 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 4.4 | Form of Warrant Agreement (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 21, 2019) |
| 4.5 | Form of Warrant (incorporated by reference to Exhibit 4.9 to the registrant’s post-effective amendment to Form S-1 filed on July 1, 2022) |
| 4.6 | Form of Underwriter’s Warrants (incorporated by reference to Exhibit 4.11 to the registrant’s post-effective amendment to Form S-1 filed on July 1, 2022) |
| 4.7 | Promissory Note, dated July 6, 2021, by and among Sphere 3D Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 4.20 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 4.8 | Form of Gryphon Warrant (incorporated by reference to Exhibit 4.21 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 4.9 | Promissory Note, dated May 25, 2022, by and between Gryphon Opco I LLC and Anchorage Lending CA, LLC (incorporated by reference to Exhibit 4.22 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 4.10+ | Amended and Restated Promissory Note, dated March 29, 2023, by and between Gryphon Opco I LLC and Anchorage Lending CA, LLC (incorporated by reference to Exhibit 4.23 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.1 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on February 13, 2024) |
| 10.2 | Form of Indemnification Agreement of Officers and Directors (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on June 21, 2019) |
| 10.3 | Form of Lock-Up Agreement, by and among MTech Acquisition Holdings, Inc., MTech Sponsor LLC, and each holder signatory thereto (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.4 | Master Services Agreement, dated August 19, 2021, by and between Sphere 3D. Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.44 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.5++ | Coinmint Colocation Mining Services Agreement, dated July 1, 2021, by and between Gryphon Digital Mining, Inc. and Coinmint, LLC (incorporated by reference to Exhibit 10.47 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.6 | Master Services Agreement, dated September 12, 2021, by and between Core Scientific, Inc. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.48 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.7 | Amendment No. 1 to Master Services Agreement, dated December 29, 2021, by and between Gryphon Digital Mining, Inc. and Sphere 3D Corp. (incorporated by reference to Exhibit 10.49 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.8++ | Non-Fixed Price Sales and Purchase Agreement, dated April 14, 2021, by and between Bitmain Technologies Limited and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.52 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.9+ | Agreement and Plan of Merger, dated June 3, 2021, among Sphere 3D Corp., Sphere GDM Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.53 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.10 | Merger Agreement amendment, dated December 29, 2021, among Sphere 3D Corp., Sphere GDM Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.54 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.11 | Security Agreement dated July 6, 2021, by and among Sphere 3D. Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.55 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.12 | Amendment No. 1 to Promissory Note and Security Agreement, dated August 30, 2021, by and among Sphere 3D. Corp. and Gryphon Digital Mining., Inc. (incorporated by reference to Exhibit 10.56 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.13 | Amendment No. 2 to Promissory Note and Security Agreement, dated September 29, 2021, by and among Sphere 3D Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.57 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.14 | Amendment No. 3 to Promissory Note and Security Agreement, dated December 29, 2021, by and among Sphere 3D Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.58 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.15 | Equipment Loan and Security Agreement, dated May 25, 2022, by and between Anchorage Lending CA, LLC and Gryphon Opco I LLC (incorporated by reference to Exhibit 10.59 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.16 | Guaranty, dated May 25, 2022, by and among Gryphon Digital Mining, Inc., Anchorage Lending CA LLC, and Gryphon Opco I LLC (incorporated by reference to Exhibit 10.60 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.17+ | Amendment and Reaffirmation Agreement, dated March 29, 2023, by and among Gryphon Opco I LLC, Gryphon Digital Mining, Inc., and Anchorage Lending CA, LLC (incorporated by reference to Exhibit 10.61 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.18+ | Amended and Restated Equipment Loan and Security Agreement, dated March 29, 2023, by and between Anchorage Lending CA, LLC and Gryphon Opco I LLC (incorporated by reference to Exhibit 10.62 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024) |
| 10.19 | Electronic Trading Agreement dated October 5, 2021 by and among Gryphon and BitGO Prime LLC (incorporated by reference to Exhibit 10.63 to the registrant’s Registration Statement on Form S-4/A/A filed on July 5, 2023) |
| 10.20 | BitGo Custodial Services Agreement (incorporated by reference to Exhibit 10.64 to the registrant’s Registration Statement on Form S-4/A/A filed on September 6, 2023) |
| 10.21 | Amended Exchange Agreement dated December 20, 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 22, 2023) |
| 10.22 *# | Consulting Agreement between, dated February 1, 2021, between Gryphon and Chang Advisory, Inc. |
| 10.23 *# | Executive Employment Agreement, dated June 19, 2023, between Gryphon and Simeon Salzman |
| 10.24 *# | Director Agreement, dated May 12, 2021, between Gryphon and Brittany Kaiser |
| 19* | Insider Trading Policy |
| 21* | Subsidiaries |
| 23.1* | Consent of Marcum LLP, Independent Registered Public Accountants for Akerna |
| 31.1** | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|---|---|
| 31.2** | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | Executive Compensation Recovery Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith |
|---|---|
| ** | Furnished herewith |
| + | The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. |
| ++ | Portions of this Exhibit (indicated with [***]) have been omitted pursuant to Item 601(b)(10)(iv) as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the Registrant treats as private or confidential. |
| # | Management compensatory plan, contract or arrangement. |
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