8-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d)

of the Securities ExchangeAct of 1934

Date of report (Date of earliest event reported**): February 20, 2025**

GRYPHON DIGITAL MINING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(702) 945-2700

(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 registeredpursuant 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-1 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. ☐

Item 1.01 Entry into a Material DefinitiveAgreement

As previously disclosed, on December 9, 2024, Gryphon Digital Mining, Inc. (the “Company” or “Gryphon”) entered into an asset purchase and sale agreement (the “Purchase Agreement”) with Erikson National Energy Inc. (“Erikson”), a Canadian corporation under the laws of the Province of Alberta. Erikson commenced proposal proceedings under the Bankruptcy and Insolvency Act (Canada) (“BIA”) on October 1, 2024 by filing a Notice of Intention to Make a Proposal, pursuant to section 50.4 of the BIA, and KSV Restructuring Inc. was named as proposal trustee. Pursuant to an order of the Court of King’s Bench of Alberta (the “Court”) granted on October 21, 2024, the Court approved a sale and investment solicitation process (“SISP”) in respect of the sale of the assets and properties of Erikson. As part of the SISP, Gryphon and Erikson entered into the Court-approved Purchase Agreement pursuant to which Gryphon agreed to purchase substantially all of Erikson’s assets for a purchase price of CAD $2,000,000, subject to certain adjustments as provided for in the Purchase Agreement. Pursuant to the Purchase Agreement, the Company will acquire all of Erikson’s natural gas and oil wells, facilities and pipelines, which are currently shut in. The assets are located in northeast British Columbia and span the Fort St. John, Stoddart, Roseland, Fireweed, Buick Creek, Laprise and Wildboy areas.

On February 20, 2025, the Company and Erikson entered into a Second Extension to Purchase and Sale Agreement (the “Second Extension Agreement”), effective as of February 14, 2025. The Company and Erikson previously entered into an extension to the Purchase and Sale Agreement effective as of February 3, 2025, whereby the parties agreed to extend the outside date and due diligence condition date to February 14, 2025. As part of the Second Extension Agreement, the parties acknowledged that in the course of its due diligence, Gryphon determined that it is only interested in acquiring a subset of the Erikson assets located in the Wildboy area and is no longer interested in pursuing a whitemap transaction for all of Erikson’s assets. The parties agreed that Erikson would be permitted to market and enter into third party agreements for the sale of any of its assets and associated liabilities. The parties also agreed that the outside date would be extended to March 12, 2025 or such other date as the parties agree, Gryphon’s due diligence condition would not expire as long as the Purchase Agreement, as amended (the “Amended Purchase Agreement”) remains in force and effect and that Gryphon could unconditionally terminate the Amended Purchase Agreement at any time, whether before, on, or after the outside date, if it is not satisfied with its due diligence. Gryphon will retain information rights with respect to the assets in the Wildboy area and Erikson will notify Gryphon of the terms of any written expressions of interest or offers received and keep Gryphon apprised of the status of any third party agreements.

The foregoing description of the Second Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Extension Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.

1

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.

2

Exhibit 10.1

Second ExtEnsion to purchase and sale agreement

THIS SECOND EXTENSION AGREEMENT (the “Agreement”) made as of February 14, 2025 (the “Effective Date”).

BETWEEN:

ERIKSON NATIONAL ENERGY INC. (the “Vendor”)

• and -

GRYPHON DIGITAL MINING, INC. (the “Purchaser”)

RECITALS:

NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows:

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[THE BALANCE OF THIS PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

[Signature Page to Extension Agreement –Purchase and Sale Agreement]