Gryphon Digital Mining Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes☐No☒ The aggregate market value of the voting and non-voting common stock of Gryphon Digital Mining, Inc. held by non-affiliates wasapproximately $37.6million based upon the closing price per share of $1.19 on June 28, 2024. As of March 31, 2025, there were69,982,876shares of common stock, par value $0.0001 per share of the registrant issued andoutstanding. INDEX PART IItem 1.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments45Item 1C.Cybersecurity45Item 2.Properties46Item 3.Legal Proceedings47Item 4.Mine Safety Disclosures48PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities49Item 6.[Reserved]49Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation50Item 7A.Quantitative and Qualitative Disclosure about Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures62Item 9B.Other Information63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63PART IIIItem 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters92Item 13.Certain Relationships and Related Transactions and Director Independence93Item 14.Principal Accounting Fees and Services94PART IVItem 15.Exhibits, Financial Statement SchedulesF-1Item 16.Form 10-K Summary97Signatures98i EXPLANATORY NOTE On February 9, 2024 (the “Closing Date”), Gryphon Digital Mining, Inc., a Delaware corporation f/k/a Akerna Corp.(“Gryphon,” the “Company,” “we,” “us” or “our”), consummated the previously announced business combination pursuant to thatcertain Agreement and Plan of Merger by and between the Company, Akerna Merger Co., a wholly-owned subsidiary of the Company(“Merger Sub”), and Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (“Legacy Gryphon”), dated January 27, 2023,as amended (the “Merger Agreement”), following approval thereof at a special meeting of the Company’s stockholders held onJanuary 29, 2024 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Gryphon waseffected through the merg