American Bitcoin Corp 10-K for FY2023

American Bitcoin Corp. (ABTC)

10-K 2024-04-01 For: 2023-12-31

Added on April 07, 2026

About this 10-K

American Bitcoin Corp filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.84M; down 34.6% from $10.46M a year earlier
Net loss: $11.58M; compared with a net loss of $79.06M a year earlier
Diluted EPS: -$31.21; compared with -$546.56 a year earlier

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Delaware		83-2242651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5953 Mabel Road, Unit 138 Las Vegas, NV		89110
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GRYP		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	PART I	1
Item 1.	Business	1
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	38
Item 1C.	Cybersecurity	38
Item 2.	Properties	39
Item 3.	Legal Proceedings	40
Item 4.	Mine Safety Disclosures	41

	PART II	42
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	42
Item 6.	[Reserved]	42
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	42
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	53
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	55
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	55

	PART III	56
Item 10.	Directors, Executive Officers and Corporate Governance	56
Item 11.	Executive Compensation	62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
Item 13.	Certain Relationships and Related Transactions and Director Independence	76
Item 14.	Principal Accounting Fees and Services	78

	PART IV	79
Item 15.	Exhibits, Financial Statement Schedules	79
Item 16.	Form 10-K Summary	81

	Signatures	82

	●	cyber-security threats;

	●	our ability to obtain proper insurance;

	●	Gryphon’s future success will depend upon the value of Bitcoin; the value of Bitcoin may be subject to pricing risk and has historically been subject to wide swings.

	●	Gryphon may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in Gryphon’s stock price, financing risk, risk of increased losses or impairments in its investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.

	●	Gryphon may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in Gryphon’s stock price, financing risk, risk of increased losses or impairments in its investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.

	●	The lack of regulation of digital asset exchanges which Bitcoin, and other cryptocurrencies, are traded on, may expose Gryphon to the effects of negative publicity resulting from fraudulent actors in the cryptocurrency space, and can adversely affect an investment in Gryphon.

	●	The Bitcoin market is exposed to financially troubled cryptocurrency-based companies

	●	There is a lack of liquid markets for, and possible manipulation of, blockchain/cryptocurrency-based assets.

	●	Acceptance and/or widespread use of Bitcoin are uncertain.

	●	Cryptocurrencies, including Bitcoin, face significant scaling obstacles that can lead to high fees or slow transaction settlement times.

	●	The development of other cryptocurrencies and/or digital currencies may adversely affect the value of Bitcoin.

	●	Gryphon faces risks of Internet disruptions, which could have an adverse effect on the price of Bitcoin.

	●	Gryphon is an early-stage company and has a limited history of generating profits.

	●	Gryphon has a substantial amount of debt and significant debt service obligations.

	●	Gryphon’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Gryphon’s ability continue as a “going concern.”

	●	Gryphon’s bitcoin may be subject to loss, theft or restriction on access.

	●	Our ability to adopt technology in response to changing security needs or trends and reliance on third party, Bitgo Prime, for custody poses a challenge to the safekeeping of our digital assets.

	●	Gryphon may be affected by price fluctuations in the wholesale and retail power markets.

	●	If Gryphon is unable to secure power supply at prices or on terms acceptable to it, a material adverse effect on Gryphon’s business, prospects, financial condition, and operating results would occur.

	●	Gryphon’s business is dependent on a small number of digital asset mining equipment suppliers.

	●	Mining machines rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage.

	●	Gryphon’s reliance primarily on a single model of miner may subject its operations to increased risk of design flaws.

	●	Gryphon relies on hosting arrangements to conduct its business, and the availability of such hosting arrangements is uncertain and competitive and may be affected by changes in regulation in one or more countries.

	●	Gryphon’s operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in Bitcoin.

	●	The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.

	●	Gryphon may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect Gryphon’s business.

	●	As cryptocurrencies may be determined to be investment securities, Gryphon may inadvertently violate the Investment Company Act of 1940 and incur large losses as a result and potentially be required to register as an investment company or terminate operations and Gryphon may incur third-party liabilities.

	●	If regulatory changes or interpretations of Gryphon’s activities require its registration as a money services business under the regulations promulgated by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act, Gryphon may be required to register and comply with such regulations. If regulatory changes or interpretations of Gryphon’s activities require the licensing or other registration of Gryphon as a money transmitter (or equivalent designation) under state law in any state in which Gryphon operates, Gryphon may be required to seek licensure or otherwise register and comply with such state law. In the event of any such requirement, to the extent Gryphon decides to continue, the required registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to Gryphon. Gryphon may also decide to cease its operations. Any termination of certain operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

	●	There is no one unifying principle governing the regulatory status of cryptocurrency nor whether cryptocurrency is a security in each context in which it is viewed. Regulatory changes or actions in one or more countries may alter the nature of an investment in Gryphon or restrict the use of digital assets, such as cryptocurrencies, in a manner that adversely affects Gryphon’s business, prospects or operations.

	●	Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin-related activities or that accept bitcoin as payment, including financial institutions of investors in Gryphon’s common stock.

	●	Gryphon’s interactions with a blockchain may expose Gryphon to specially designated nationals or blocked persons or cause Gryphon to violate provisions of law that did not contemplate distributed ledger technology.

	●	Gryphon’s management and compliance personnel have limited experience handling a listed cryptocurrency mining-related services company.

	●	Self-Mining: Gryphon operates approximately 7,400 bitcoin ASIC mining computers, referred to as “miners,” from Bitmain Technologies Limited (“Bitmain”) that Gryphon has installed at third-party hosted mining data centers located in New York. Revenue generated by the mining of bitcoin is measured on a dollar per megawatt-hour (“MWh”) basis and is variable based on the price of Bitcoin, the measure of difficulty, transaction volume and global hash rates.

	●	ESG-Led Mining: Gryphon is an ESG-committed bitcoin miner with the mission to create the world’s largest bitcoin miner with a neutral carbon footprint. Gryphon currently uses net carbon neutral energy in its power mix.

	●	the cost of electricity to competing miners;

	●	the efficiency of mining equipment operated by competing miners; and

	●	fluctuations in the price of Bitcoin, Bitcoin difficulty (the relative measure of the amount of resources required to confirm a block of bitcoin transactions and receive bitcoin rewards), and global hash rates (the overall amount of computing power consumed by the network).

	●	Continued worldwide growth in the adoption and use of crypto assets;

	●	Governmental and quasi-governmental regulation of crypto assets and their use, or restrictions on or regulation of access to and operation of the network or similar crypto asset systems;

	●	Changes in consumer demographics and public tastes and preferences;

	●	The maintenance and development of the open source software protocol of the network;

	●	The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

	●	General economic conditions and the regulatory environment relating to crypto assets; and

	●	Consumer sentiment and perception of Bitcoin specifically and crypto assets generally.

	●	convey, sell, lease, transfer, assign, or otherwise dispose of all or any part of 7,200 of Gryphon’s bitcoin mining machines and the Coinmint Agreement (as defined below) that are posted as collateral for the loan;

	●	keep Gryphon’s bitcoin mining machines at hosting facilities of Gryphon’s choice after March 31, 2024;

	●	create, incur, assume, or be liable for any additional indebtedness, or create, incur, allow, or permit to exist any additional liens;

	●	declare dividends or other distributions on Gryphon shares, redeem, retire or purchase for value any Gryphon shares, make any payment to retire or obtain the surrender of any Gryphon warrants or options, or make any payment with respect to any earnout obligation;

	●	use bitcoin wallet custody or trading execution services of Gryphon’s choice; or

	●	merge or consolidate with any entity where Gryphon is not the surviving entity without the execution of additional loan documents.

	●	increases and decreases in generation capacity;

	●	changes in power transmission or fuel transportation capacity constraints or inefficiencies;

	●	volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters;

	●	technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power;

	●	federal and state power, market and environmental regulation and legislation; and

	●	changes in capacity prices and capacity markets.

	●	the presence of construction or repair defects or other structural or building damage;

	●	any non-compliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

	●	any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

	●	claims by employees and others for injuries sustained at Gryphon’s properties.

	●	overall performance of the equity markets;

	●	Gryphon’s operating performance and the performance of other similar companies;

	●	the published opinions and third-party valuations by banking and market analysts;

	●	changes in Gryphon’s projected operating results that it provides to the public, Gryphon’s failure to meet these projections or changes in recommendations by securities analysts that elect to follow Gryphon’s common stock;

	●	regulatory or legal developments in the United States and other countries;

	●	the level of expenses related to operations;

	●	Gryphon’s failure to achieve its goals in the timeframe it announces;

	●	announcements of acquisitions, strategic alliances or significant agreements by Gryphon;

	●	recruitment or departure of key personnel;

	●	the economy as a whole and market conditions in Gryphon’s industry;

	●	trading activity by a limited number of stockholders who together beneficially own a majority of Gryphon’s outstanding common stock;

	●	the size of Gryphon’s market float;

	●	political uncertainty and/or instability in the United States;

	●	the ongoing and future impact of the COVID-19 pandemic and actions taken to slow its spread; and

	●	any other factors discussed in this Report.

	●	Gryphon’s execution of any additional collaboration or similar arrangements, and the timing of payments Gryphon may make or receive under existing or future arrangements or the termination or modification of any such existing or future arrangements;

	●	additions and departures of key personnel;

	●	strategic decisions by Gryphon or its competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; and

	●	changes in general market and economic conditions.

	●	establish a classified board of directors so that not all members of Gryphon’s board of directors are elected at one time;

	●	permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

	●	provide that directors may only be removed for cause;

	●	require super-majority voting to amend some provisions in Gryphon’s bylaws;

	●	prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of Gryphon’s stockholders;

	●	provide that the board of directors is expressly authorized to amend or repeal Gryphon’s bylaws;

	●	restrict the forum for certain litigation against Gryphon to Delaware; and

	●	establish advance notice requirements for nominations for election to Gryphon’s board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

	●	a limited availability of market quotations

	●	reduced liquidity for our securities;

	●	a determination that our common stock is a “penny stock,” which will require brokers trading the common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of common stock;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability for us to issue additional securities or obtain additional financing in the future.

	For the Years Ended December 31,						Change
	2023			2022			Period over period
Revenue
Software	$	6,787,285		$	9,748,268		$	(2,960,983	)	(30	)%
Consulting		39,750			682,309			(642,559	)	(94	)%
Other revenue		9,409			27,593			(18,184	)	(66	)%
Total revenue		6,836,444			10,458,170			(3,621,726	)	(35	)%

Cost of revenue		3,401,441			4,911,503			(1,510,062	)	(31	)%
Gross profit		3,435,003			5,546,667			(2,111,664	)	(38	)%
Gross profit margin		50	%		53	%

Operating expenses
Product development		2,335,609			4,088,294			(1,752,685	)	(43	)%
Sales and marketing		2,293,767			5,572,721			(3,278,954	)	(59	)%
General and administrative		5,677,485			8,018,255			(2,340,770	)	(29	)%
Depreciation and amortization		27,191			4,421,995			(4,394,804	)	(99	)%
Impairment of long-lived assets		—			26,528,630			(26,528,630	)	(100	)%
Total operating expenses		10,334,052			48,629,895			(38,295,843	)	(79	)%

Loss from operations	$	(6,899,049	)	$	(43,083,228	)	$	36,184,179		(84	)%

	Year Ended December 31,
	2023			2022
	(unaudited)			(unaudited)
Net loss	$	(11,578,169	)	$	(79,057,610	)
Loss from discontinued operations, net of tax		2,975,500			32,779,739
Interest expense, net		1,130,343			853,566
Change in fair value of convertible notes		370,457			2,884,273
Change in fair value of derivative liability		—			(63,178	)
Income tax benefit		—			(701,119	)
Depreciation and amortization		27,190			4,421,995
EBITDA	$	(7,074,679	)	$	(38,882,334	)
Impairment of long-lived assets		—			26,528,630
Stock-based compensation expense		374,069			844,766
Strategic transaction and merger related costs		1,904,150			5,081
Non-recurring financing fees		—			583,482
Restructuring charges		(501,109	)		503,895
Loss on sale of investment		—			221,101
Adjusted EBITDA	$	(5,297,569	)	$	(10,195,379	)

Name	Age	Position
Robby Chang	46	Chief Executive Office, President and Director
Simeon Salzman	43	Chief Financial Officer and Secretary
Brittany Kaiser	36	Director and Chairperson of the Board
Jessica Billingsley	46	Director
Heather Cox	53	Director
Steve Gutterman	54	Director

	●	To assist board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

	●	To (i) approve all audit engagement fees and terms and (ii) pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent auditors or other registered public accounting firms.

	●	At least annually, to evaluate the qualifications, performance and independence of the Company’s independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Company’s independent auditors and consider regular rotation of the accounting firm serving as the Company’s independent auditors.

	●	To review and discuss with the Company’s independent auditors and management the Company’s quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in the Company’s Quarterly Report on Form 10-Q before such Form 10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC.

	●	To review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K promulgated by the SEC) and any other potential conflict of interest situations on an ongoing basis, in accordance with Company policies and procedures, and to develop policies and procedures for the Committee’s approval of related party transactions.

	●	To review with management and the Company’s independent auditors: (i) any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; (ii) any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the effects of alternative GAAP methods; and (iii) the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial statements.

	●	To assist and advise the Board and the Compensation Committee thereof in enforcing the Company’s executive compensation clawback policy and related laws, rules and regulations.

	●	To review and approve the Company’s compensation programs and arrangements applicable to its executive officers, including without limitation salary, incentive compensation, equity compensation and perquisite programs, and amounts to be awarded or paid to individual officers under those programs and arrangements, or make recommendations to the Board regarding approval of the same.

	●	To determine the objectives of the Company’s executive officer compensation programs, identify what the programs are designed to reward, and modify (or recommend that the Board modify) the programs as necessary and consistent with such objectives and intended rewards.

	●	To ensure appropriate corporate performance measures and goals regarding executive officer compensation are set and determine the extent to which they are achieved and any related compensation earned.

	●	To at least annually review and approve the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of such goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation.

	●	To review and approve any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained.

	●	To assist management in complying with our proxy statement and annual report disclosure requirements;

	●	To implement and enforce the Company’s executive compensation clawback policy and related laws, rules and regulations, including determining what constitutes “incentive-based compensation” and, if a clawback is triggered due to a financial statement restatement, the amount of any clawback.

	●	The identification, evaluation and recommendation of qualified candidates to become Board members.

	●	The oversight of the implementation of and monitoring compliance with the Company’s Code of Business Conduct (other than with respect to complaints regarding accounting or auditing issues).

	●	Coordinating and overseeing Board, committee, and director evaluations.

	●	Periodic review of the Company’s governance documents as appropriate.

		Salary		Bonus			Stock Awards			All Other Compensation			Total
Name and Principal Position	Year	($)		($)			($)			($)			($)
(a)	(b)	(c)		(d)			(e)
Jessica Billingsley	2023		300,000		134,130	(1)		—			—			434,130
Chief Executive Officer	2022		297,916		—			—			6,587	(2)		304,503
	2021		262,500		201,866	(3)		108,200	(4)		11,774	(5)		584,340

Ray Thompson	2023		235,417		34,323	(6)		—			—			269,740
Chief Operating Office	2022		233,854		—			—			—			233,854
	2021		200,000		—			83,200	(7)		—			283,200

David McCullough	2023		250,000		35,641	(8)		—			—			285,641
Chief Technology Officer	2022		240,432		—			—			—			240,432
	2021		200,000		60,075	(9)		83,200	(10)		—			343,275

L. Dean Ditto	2023		250,000		15,496	(11)		—			—			265,496
Chief Financial Officer	2022		68,750		—			25,000	(12)		49,200	(13)		142,950

Name and Principal Position	Year		Salary⁽¹⁾			Bonus		Stock Awards⁽²⁾			Total Compensation
Rob Chang		2023	$	228,167	⁽³⁾	$	228,167	$			$456,334
Chief Executive Officer		2022		230,640	⁽¹⁾		—		—		230,640

Simeon Salzman		2023		107,692		$	100,000		530,496	⁽²⁾	738,188
Chief Financial Officer		2022		—			—		—		—

	Stock Awards⁽¹⁾
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jessica Billingsley		—		—		250	⁽²⁾		109
Chief Executive Officer		—		—		250	⁽³⁾		109

Ray Thompson		—		—		250	⁽²⁾		109
Chief Operating Office		—		—		250	⁽³⁾		109

David McCullough		—		—		250	⁽²⁾		109
Chief Technology Officer		—		—		250	⁽³⁾		109

Name	Fees Earned ($)		Stock Awards ($)		Total ($)
Rob Chang	—		—		—
Brittany Kaiser		200,000		—		200,000
Heather Cox		50,625		94,830		145,455
Steve Gutterman		50,625		94,830		145,455
Jessica Billingsley⁽¹⁾		—		—		—

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Barry Fishman		31,396		—		—		—		—		—		31,396
Matt Kane		41,750		—		—		—		—		—		41,750
Tahira Rehmatullah		41,750		—		—		—		—		—		41,750
Scott Sozio(1)		175,000		—		—		—		—		—		175,000

Name of Beneficial Owner	Total # of Shares Beneficially Owned		Percentage of Ownership⁽¹⁾
Robby Chang⁽²⁾		3,309,648		9.3	%
Brittany Kaiser⁽³⁾		1,178,349		3.3	%
Simeon Salzman		109,642		*
Heather Cox		13,677		*
Steve Gutterman		13,677		*
Jessica Billingsley⁽⁴⁾		3,094		*
All directors and officers as a group (6 persons named above)		4,628,087		13.2	%

Other 5% Stockholders
Dan Tolhurst⁽⁵⁾		3,309,649		9.3	%
Roxy Capital Corp.⁽⁶⁾		3,309,362		9.3	%
RJL 18 Capital Canada LP⁽⁷⁾		3,201,399		9.0	%

Type of Service	2023		2022
Audit Fees	$	304,880	$	325,480
Audit-Related Fees (1)		222,694		118,965
Tax Fees		—		—
Other Fees		—		—
Total	$	527,574	$	444,445

		Page

Report of Independent Registered Public Accounting Firm (PCAOB 00688); Marcum LLP, Los Angeles, CA		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		F-4

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022		F-5

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023 and 2022		F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-7

Notes to Consolidated Financial Statements		F-8

Exhibit Number		Description
2.1+		Agreement and Plan of Merger, dated as of January 27, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
2.2		First Amendment to Agreement and Plan of Merger, dated as of April 28, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.7 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
2.3		Second Amendment to Agreement and Plan of Merger dated June 14, 2023, by and among Akerna Corp., Merger Sub and Gryphon (incorporated by reference to Exhibit 2.8 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022)
3.2		First Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022)
3.3		Certificate of Amendment for Name Change (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 13, 2024)
3.4*		Amended and Restated Bylaws
4.1*		Description of Securities of the Registrant
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
4.4		Form of Warrant Agreement (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 21, 2019)
4.5		Form of Warrant (incorporated by reference to Exhibit 4.9 to the registrant’s post-effective amendment to Form S-1 filed on July 1, 2022)
4.6		Form of Underwriter’s Warrants (incorporated by reference to Exhibit 4.11 to the registrant’s post-effective amendment to Form S-1 filed on July 1, 2022)
4.7		Promissory Note, dated July 6, 2021, by and among Sphere 3D Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 4.20 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
4.8		Form of Gryphon Warrant (incorporated by reference to Exhibit 4.21 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
4.9		Promissory Note, dated May 25, 2022, by and between Gryphon Opco I LLC and Anchorage Lending CA, LLC (incorporated by reference to Exhibit 4.22 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
4.10+		Amended and Restated Promissory Note, dated March 29, 2023, by and between Gryphon Opco I LLC and Anchorage Lending CA, LLC (incorporated by reference to Exhibit 4.23 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
10.1		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on February 13, 2024)
10.2		Form of Indemnification Agreement of Officers and Directors (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on June 21, 2019)
10.3		Form of Lock-Up Agreement, by and among MTech Acquisition Holdings, Inc., MTech Sponsor LLC, and each holder signatory thereto (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)
10.4		Master Services Agreement, dated August 19, 2021, by and between Sphere 3D. Corp. and Gryphon Digital Mining, Inc. (incorporated by reference to Exhibit 10.44 to the registrant’s Registration Statement on Form S-4/A filed on January 8, 2024)