Anchorage Lending CA, LLC - Oct 25, 2024 Form 3 Insider Report for Gryphon Digital Mining, Inc. (GRYP)

Role
Director, 10%+ Owner
Signature
/s/ TuongVy Le, General Counsel
Stock symbol
GRYP
Transactions as of
Oct 25, 2024
Transactions value $
$0
Form type
3
Date filed
11/1/2024, 10:21 AM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GRYP Common Stock, par value $0.0001 per share 8.29M Oct 25, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GRYP Warrant Oct 25, 2024 Common Stock 3.53M $0.01 Direct F1, F2, F3
holding GRYP Warrant Oct 25, 2024 Common Stock 2M $1.50 Direct F1, F2, F3
holding GRYP Convertible Debt Oct 25, 2024 Common Stock 2.27M $1.10 Direct F1, F2, F4
holding GRYP Convertible Debt Oct 25, 2024 Common Stock 1.67M $1.50 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects 8,287,984 shares of common stock, par value $0.0001 per share (the "Shares"), of Gryphon Digital Mining, Inc. (the "Issuer"), issued to Anchorage Lending CA, LLC ("Anchorage Lending") on October 25, 2024, in connection with that certain Debt Repayment and Exchange Agreement, dated as of October 25, 2024, pursuant to which Anchorage Lending agreed to cancel certain outstanding debt owed by the Issuer to Anchorage Lending in exchange for, among other consideration, 8,287,984 Shares, a warrant to purchase 3,530,198 Shares at an exercise price of $0.01 per share (the "Penny Warrant") and a warrant to purchase 2,000,000 Shares at an exercise price of $1.50 per share (the "1.50 Warrant" and, together with the Penny Warrant, the "Warrants").
F2 Anchorage Lending is wholly owned by Anchor Labs, Inc., a Delaware corporation ("Anchor Labs"). Accordingly, Anchor Labs may be deemed to share beneficial ownership of the securities held of record by Anchorage Lending.
F3 Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and Anchorage Lending does not have the right to exercise any portion of the Warrants to the extent that, after giving effect to the attempted exercise, Anchorage Lending, together with its affiliates and any other persons acting as a group together with Anchorage Lending and its affiliates, would beneficially own more than 19.99% of the Shares of the Issuer outstanding upon the issuance of the Warrants (the "Beneficial Ownership Limitation"); provided, however, that Anchorage Lending shall be permitted to exercise the Warrants in excess of the Beneficial Ownership Limitation upon receipt of such stockholder approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (or any successor entity).
F4 Pursuant to the Debt Repayment and Exchange Agreement, the Issuer and Anchorage Lending entered into a Loan, Guaranty and Security Agreement, dated as of October 25, 2024 (the "Loan Agreement"), pursuant to which, upon the Issuer's receipt of stockholder approval of Anchorage Lending's ability to beneficially own in excess of 20% of the Shares, Anchorage Lending shall have the option to convert the principal loan balance of $5,000,000 (the "Loan") under the Loan Agreement as follows: $1.10 per Share for the first $2,500,000 principal amount of the Loan and $1.50 per Share for the second $2,500,000 principal amount of the Loan.

Remarks:

Dan Grigorian currently serves as Anchorage Lending's representative on the Issuer's board of directors, and therefore the Reporting Persons may be deemed a "director by deputization" of the Issuer.