Gryphon Digital Mining Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
“At-the-Market” Equity Offering Program
American Bitcoin Corp., a Delaware corporation (the “Company”), has entered into a Controlled Equity OfferingSM Sales Agreement, dated as of September 3, 2025 (the “Sales Agreement”) with each of Cantor Fitzgerald & Co., Mizuho Securities USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co., LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc., Needham & Company, LLC, Northland Securities, Inc., Piper Sandler & Co., Roth Capital Partners, LLC and Virtu Americas LLC (together, the “Agents”), pursuant to which the Company may, from time to time at its option to or through any of the Agents, acting as agent and/or principal, offer and sell an indeterminate number of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).
On September 3, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-289278), filed with the SEC on August 6, 2025, and which was declared effective by the SEC on September 3, 2025 (the “Registration Statement”), under which the Company may offer and sell Class A Common Stock having an aggregate offering price of up to $2,100,000,000 (the “Shares”) to or through the Agents pursuant to the Sales Agreement.
Sales of the Shares under the Sales Agreement may be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, or by any other method permitted by law. Each Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices. The compensation payable to the Agents for sales of Shares pursuant to the Sales Agreement will be up to 3.0% of the gross proceeds for any Shares sold to or through them. The Sales Agreement may be terminated by the Company or the Agents in accordance with the terms therein.
The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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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.
| AMERICAN BITCOIN CORP. | |||
| Date: September 3, 2025 | |||
| By: | /s/ Matt Prusak | ||
| Name: | Matt Prusak | ||
| Title: | President and Interim Chief Financial Officer | ||
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