Gryphon Digital Mining Inc

Current report

There can be no assurance that we will be able to comply with the applicable listing standards of Nasdaq.

Current report

Our eligibility for listing on Nasdaq depends on our ability to comply with Nasdaq’s applicable continued listing requirements.

Current report

On September 5, 2024, we received written notice from Nasdaq indicating that the bid price for our common stock for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, we are not in compliance with the $1.00 minimum bid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

Current report

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days, or until March 4, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period.

Current report

If we are not in compliance by March 4, 2025, we may qualify for a second 180 calendar day compliance period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If it appears to Nasdaq that we will not be able to cure the deficiency, or we are otherwise not eligible, then Nasdaq will notify the Company of its determination to delist its Common Stock, at which point the Company would have an option to appeal the delisting determination to a Nasdaq hearings panel.

Current report

On September 13, 2024, we received another notice from Nasdaq notifying us that we are not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our Market Value of Listed Securities (the “MVLS”) falling below the minimum of $35 million required for continued listing on Nasdaq (the “MVLS Requirement”) from July 31, 2024 to September 12, 2024.

Current report

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided us with 180 calendar days, or until March 12, 2025, to regain compliance with the MVLS Requirement. To regain compliance during the 180-day period, our MVLS must be at least $35 million for a minimum of ten consecutive business days at any time during this period, after which Nasdaq will provide written confirmation of compliance us and the matter will be closed. If we do not regain compliance with the MVLS Requirement by that date, or qualify under an alternative listing standard, we will receive written notification from Nasdaq that our securities are subject to delisting. At that time, we may appeal any such delisting determination to a Nasdaq hearings panel.

Current report

We are considering available options to regain compliance Nasdaq’s continued listing requirements. However, there can be no assurance that we will be able to regain such compliance.

Current report

If Nasdaq delists our common stock from trading on its exchange, we and our stockholders could face significant material adverse consequences including:

Current report

Termination of our agreement with Coinmint may materially our operations, financial condition, and results of operations.

Current report

On October 31, 2024, we terminated our hosting agreement with Coinmint, with effect on January 1, 2025. The termination of our sole hosting agreement, which provides the infrastructure necessary for the housing, maintenance, and operation of our bitcoin mining machines, may have a significant adverse effect on our business. This agreement has been essential to our bitcoin mining operations, as it allowed us to operate without directly investing in our own physical infrastructure. With the termination of this arrangement, we currently lack a replacement hosting solution.

Current report

This disruption exposes us to numerous risks, including the potential for a decline in our market position, reduced operational efficiency, and the likelihood of increased operational costs if we are required to secure emergency or short-term hosting solutions at unfavorable terms. In addition, we may need to devote significant resources to identify and secure a new hosting arrangement. There can be no assurance that we will find a suitable or economically viable replacement in a timely manner, if at all.

Current report

Restrictive covenants in our loan agreement with Anchorage may limit our operating flexibility and ability to engage in certain transactions that may be in our long-term best interest.

Current report

The New Loan Agreement (as defined below) contains certain covenants that limit Gryphon’s ability to engage in certain transactions that may be in Gryphon’s long-term best interest. Subject to certain limited exceptions, these covenants do or may limit Gryphon’s ability to or prohibit Gryphon from permitting any of its subsidiaries to, as applicable, among other things:

Current report

While Gryphon has not previously breached and is currently in compliance with the covenants contained in the New Loan Agreement, Gryphon may breach these covenants in the future. Gryphon’s ability to comply with these covenants may be affected by events and factors beyond its control. In the event that Gryphon breaches one or more covenants, Anchorage may choose to declare an event of default and require that Gryphon immediately repay all amounts outstanding under the New Loan Agreement and terminate any commitment to extend further credit and foreclose on the collateral. The occurrence of any of these events could have a material adverse effect on Gryphon’s business, financial condition and results of operations.