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): March 13, 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 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-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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on September 13, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), received a notice from the staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of the Company’s Market Value of Listed Securities falling below the minimum of $35 million required for continued listing on The Nasdaq Capital Market (the “MVLS Rule”) from July 31, 2024 to September 12, 2024. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, or until March 12, 2025, to regain compliance with the MVLS Rule.

On March 13, 2025, the Company received a further notice from the Staff, notifying the Company that its failure to regain compliance with the MVLS Rule serves as a basis for delisting the Company’s securities from The Nasdaq Capital Market. As previously disclosed, the Company is currently noncompliant with certain other continued listing requirements of The Nasdaq Capital Market. 

The Company will present a compliance plan to a Nasdaq Hearing Panel (the “Panel”) on April 15, 2025 (the “Hearing”). The Company will seek approval for an extension to execute and demonstrate compliance. The Company’s common stock will continue to trade on The Nasdaq Capital Market pending the Panel’s decision and any extension granted.

Item 9.01 Financial Statements and Exhibits

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

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