UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 6, 2024, Cipher Mining Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) by and among Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC. The Amendment modifies the Sales Agreement to include Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC as additional agents under the Sales Agreement.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
| Item 8.01 | Other Events |
On August 3, 2023, the Company entered the Sales Agreement, with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC and Needham & Company, LLC, relating to the offer and sale of shares of the Company’s common stock. As of the date of this current report on Form 8-K, the Company has sold shares of its common stock pursuant to a prospectus supplement for gross proceeds of approximately $153,439,339 under the Sales Agreement. The Company is filing an amendment to the prospectus supplement (i) increasing the dollar amount of shares available to be sold pursuant to the Sales Agreement, as amended by the Amendment, to $296,560,661, which consists of $96,560,661 remaining as originally authorized under the prospectus supplement and the additional $200,000,000, and (ii) including Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC as additional Sales Agents. This current report on Form 8-K includes an opinion related to the $296,560,661 of shares that may be sold pursuant to the amendment to the prospectus supplement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Amendment No. 1 to Controlled Equity OfferingSM Sales Agreement by and among Cipher Mining Inc. and Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC, dated March 6, 2024. | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 above) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cipher Mining Inc. | ||||||
| Date: March 6, 2024 | By: | /s/ Tyler Page | ||||
| Tyler Page | ||||||
| Chief Executive Officer | ||||||