UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2025, Gryphon Digital Mining, Inc. (the “Company”) completed a special meeting of stockholders (the “Special Meeting”). The number of shares of common stock, par value $0.0001 per share (the “Common Stock”), entitled to vote at the Special Meeting was 69,346,000 shares. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 43,018,593 shares. At the Special Meeting, the Company’s stockholders:
| ● | approved 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 Common Stock, from 150,000,000 to 500,000,000 (the “Authorized Shares Proposal”); |
| ● | approved and adopted an amendment to the Charter to effect a reverse stock split (the “Reverse Split”) of the 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 stockholders (the “Reverse Split Proposal”); |
| ● | did not approve amendments to the Charter to declassify the Board and make related changes (the “Declassification Proposal”); |
| ● | approved, in accordance with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock upon conversion of a Loan, Guaranty and Security Agreement and 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 Common Stock issued in connection with the Anchorage Agreements, are in excess of 20% of outstanding Common Stock (the “Issuance Proposal”); and |
| ● | approved the adjournment of the Special Meeting to the extent there were insufficient proxies at the Special Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”). Although the Adjournment Proposal was approved, the Company did not adjourn the Special Meeting to solicit additional proxies to approve the Declassification Proposal. |
The following is a tabulation of the voting on the proposals presented at the Special Meeting:
Proposal No. 1 – Authorized Shares Proposal
The Authorized Shares Proposal to increase the total number of authorized shares of Common Stock, from 150,000,000 to 500,000,000, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 38,075,557 | 4,059,178 | 883,858 |
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Proposal No. 2 – Reverse Split Proposal
The Reverse Split 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 Board, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 38,255,950 | 3,878,779 | 883,864 |
Proposal No. 3 – Declassification Proposal
The Declassification Proposal was not approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 26,669,565 | 5,959,720 | 904,517 |
Proposal No. 4 – Issuance Proposal
The Issuance Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 18,331,530 | 6,027,447 | 9,174,825 |
Proposal No. 5 - Adjournment Proposal
The Adjournment Proposal to adjourn the Special Meeting to the extent there were insufficient proxies at the Special Meeting to approve any one or more of the foregoing proposals was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 35,919,511 | 6,106,696 | 992,386 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRYPHON DIGITAL MINING, INC. | |||
| Date: May 27, 2025 | By: | /s/ Steve Gutterman | |
| Name: | Steve Gutterman | ||
| Title: | Chief Executive Officer | ||
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