UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 27, 2025

GRYPHON DIGITAL MINING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(877) 646-3374

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously publicly disclosed, on May 9, 2025, Gryphon Digital Mining, Inc. (the “Company”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Company (“Merger Sub LLC”), and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, (i) Merger Sub Inc. will merge with and into ABTC, with ABTC surviving the merger (the “First Merger”) as a wholly owned direct subsidiary of the Company (the corporation surviving the First Merger, the “First Merger Surviving Corporation”) and (ii) immediately after the First Merger, the First Merger Surviving Corporation will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a wholly owned direct subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”). The Company following the Mergers is referred to below as the “Combined Company.”

In connection with the transactions contemplated by the Merger Agreement, the Company held a special meeting of stockholders (the “Special Meeting”) on August 27, 2025.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Special Meeting, among other things, the Company’s stockholders approved the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan will become effective as of the closing of the Mergers and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to employees and certain consultants of the Combined Company and its subsidiaries and certain of its affiliates and to members of the Board of Directors of the Combined Company (the “Combined Company Board”).

Subject to adjustment upon certain changes in the Combined Company’s capitalization and the automatic increase (described below), the total number of shares reserved and available for issuance pursuant to the 2025 Plan (the “Share Reserve”) will not exceed 20% of the total number of issued and outstanding fully diluted shares of Combined Company common stock as of the closing of the Mergers. The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2026 and ending on (and including) January 1, 2035 by the lesser of (a) a number of shares of Combined Company common stock equal to the excess of (i) 20% of the number of issued and outstanding fully diluted shares of Combined Company common stock on December 31 of the immediately preceding calendar year over (ii) the number of shares of Combined Company common stock then reserved for issuance under the 2025 Plan as of such date and (b) such number of shares of Combined Company common stock determined by the Combined Company Board.

The 2025 Plan will expire on tenth anniversary of its effective date, unless terminated sooner by the Combined Company Board or its delegate.

A summary of the 2025 Plan is provided in the Company’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission on July 31, 2025 (the “Definitive Proxy Statement/Prospectus”), and is incorporated herein by reference. That summary and the foregoing description of the 2025 Plan do not purport to be complete and are qualified in their entirety by the full text of the 2025 Plan, which is attached as Annex G to the Definitive Proxy Statement/Prospectus.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company completed the Special Meeting on August 27, 2025. The number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company entitled to vote at the Special Meeting was 82,132,669 shares. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 52,509,156 shares, representing 63.9% of the shares of Common Stock outstanding and entitled to vote as of the record date of July 25, 2025. At the Special Meeting, the Company’s stockholders:

The following is a tabulation of the voting on the proposals presented at the Special Meeting:

The Stock Issuance Proposal

The Stock Issuance Proposal was approved. The voting results were as follows:

The Charter Proposal

The Charter Proposal was approved. The voting results were as follows:

Proposals 3-7 – The Advisory Charter Proposals

Proposal 3

Proposal 3 was approved. The voting results were as follows:

Proposal 4

Proposal 4 was approved. The voting results were as follows:

Proposal 5

Proposal 5 was approved. The voting results were as follows:

Proposal 6

Proposal 6 was approved. The voting results were as follows:

Proposal 7

Proposal 7 was approved. The voting results were as follows:

Advisory Golden Parachute Proposal

The Advisory Golden Parachute Proposal was approved. The voting results were as follows:

Plan Amendment Proposal

The Plan Amendment Proposal was approved. The voting results were as follows:

Adjournment Proposal

The Adjournment Proposal was approved. The voting results were as follows:

Item 7.01 Regulation FD Disclosure.

On August 29, 2025, the Company issued a press release announcing a reverse stock split of its issued and outstanding Common Stock at a ratio of five to one, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:

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.

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