American Bitcoin Corp.
For the period ended May 24, 2025. Filed Apr 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 24, 2025 · Filed Apr 21, 2025
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DEF 14A 1 ea0238915-def14a_gryphon.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
**Gryphon Digital Mining, Inc.
**(Name of Registrant as Specified In Its Charter)
______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
**GRYPHON DIGITAL MINING, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On May 24, 2025
Dear Stockholder:
A Special Meeting of Stockholders (the “Special Meeting”) of Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), will be held virtually via the Internet athttps://www.cstproxy.com/gryphondigitalmining/sm2025, on May 24, 2025 at 10:00 a.m. Eastern time for the following purposes:
| 1. | To approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to increase the total number of authorized shares of our common stock, par value $0.0001 (the “Common Stock”), from 150,000,000 to 500,000,000 (the “Authorized Shares Proposal”); |
| 2. | To approve and adopt an amendment to the Charter to effect a reverse stock split (the “Reverse Split”) of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Company’s board of directors (the “Board”) in its discretion and without further approval or authorization of our stockholders (the “Reverse Split Proposal”); |
| 3. | To approve and adopt amendments to the Charter to declassify the Board and make related changes (the “Declassification Proposal”); |
| 4. | To approve, in accordance with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock upon (i) conversion of a Loan, Guaranty and Security Agreement and (ii) exercise of certain warrants, each entered into in connection with a Debt Repayment and Exchange Agreement between the Company and Anchorage Lending CA, LLC (collectively, the “Anchorage Agreements”), in the event such conversion and/or exercise, together with the shares of our Common Stock issued in connection with the Anchorage Agreements, are in excess of 20% of our outstanding Common Stock (the “Issuance Proposal”); and |
| 5. | To approve the adjournment of the Special Meeting to the extent there are insufficient proxies at the Special Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”). |
These items of business are more fully described in the Proxy Statement accompanying this Notice. All stockholders are invited to attend the Special Meeting. After careful consideration, the Board recommends a vote FOR the Authorized Shares Proposal, the Reverse Split Proposal, the Declassification Proposal, the Issuance Proposal and the Adjournment Proposal.
The record date for the Special Meeting is April 11, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting and any adjournment, continuation or postponement thereof. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the principal offices of the Company (upon request to us by mail at 1180 N. Town Center Drive, Suite 100, Las Vegas, NV 89144, Attn: Corporate Secretary) during regular business hours for the 10 calendar days prior to the Special Meeting.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held.
Important Notice Regarding the Availability of Proxy Materials
**for the Stockholders’ Meeting to Be Held on May 24, 2025
at 10:00 a.m. Eastern Time
virtually via the Internet athttps://www.cstproxy.com/gryphondigitalmining/sm2025
The Proxy Statement is available athttps://www.cstproxy.com/gryphondigitalmining/sm2025
Proxy materials will be first sent to stockholders on or about April 22, 2025.
By Order of the Board of Directors,
Steve Gutterman
*Chief Executive Officer
*Las Vegas, Nevada
April 21, 2025
You are cordially invited to attend the virtual Special Meeting. Whether or not you expect to attend the virtual special meeting, please complete, date, sign and return the enclosed proxy, or vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. For specific instructions on how to vote your shares, please see the section entitled “Questions and Answers About These Proxy Materials and Voting” beginning on page 1 of this proxy statement.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| PROPOSAL 1: AUTHORIZED SHARES PROPOSAL | 7 |
| PROPOSAL 2: REVERSE SPLIT PROPOSAL | 9 |
| PROPOSAL 3: DECLASSIFICATION PROPOSAL | 15 |
| PROPOSAL 4: ISSUANCE PROPOSAL | 16 |
| PROPOSAL 5: ADJOURNMENT PROPOSAL | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| ANNEX A: FORM OF CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. – AUTHORIZED SHARES PROPOSAL | A-1 |
| ANNEX B: FORM OF CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. – REVERSE SPLIT PROPOSAL | B-1 |
| ANNEX C: FORM OF CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. – DECLASSIFICATION PROPOSAL | C-1 |
i
Forward-Looking Statements
This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. All statements other than statements of historical facts contained in this Proxy Statement, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond the Company’s control, including, but not limited to, factors detailed in this Proxy Statement and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K), and in our other subsequent filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, the Company undertakes no duty to update or revise any forward-looking statement.
ii
**GRYPHON DIGITAL MINING, INC.
1180 N. Town Center Drive, Suite 100
Las Vegas, NV 89144
**PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
To Be Held on May 24, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.