Gryphon Digital Mining, Inc. (GRYP) Earnings Call Transcript & Summary

Good morning, and on behalf of the Board of Directors and our officers, I would like to welcome everyone to the 2025 Special Meeting of Stockholders of Gryphon Digital Mining, Incorporated. I am Steve Gutterman, Chief Executive Officer and member of the Board, I will act as Chair of this meeting. Here with me today is Sim Salzman, our Chief Financial Officer, who will act as Secretary of the meeting and Jerry Peter of Morrow Sodali LLC, who will act as Inspector of Election. Also present in person today are members of our Board of Directors as well as our outside legal counsel. All stockholders of record on April 11, 2025, are eligible to vote either by proxy or in person at this meeting. If you've already submitted a proxy to the company and you do not wish to change your vote, you do not have to vote again. However, if you're a record holder as of the record date and have not submitted a proxy or you desire to change your vote, you may vote in person. We will now move forward to conduct the business of today's meeting. First part of the meeting will be to conduct the business of the 2025 Special Meeting of Stockholders as set forth in our proxy materials. As I mentioned, Jerry Peter has been duly appointed as Inspector of Election for today's meeting. Prior to the meeting, Jerry Peter provided an executed oath whereby he has been sworn to faithfully perform the duties of Inspector of Election with impartiality according to the best of his ability.

Thank you, Mr. Gutterman. The record date for determining the holders of common stock entitled to notice of and to vote at this meeting was April 11, 2025. I have in my possession a list of stockholders as of the close of business on the record date. This list will also be filed with the records of the company. I am also in the possession of an affidavit of Continental, the company's transfer agent, attesting that the notice of special meeting and proxy materials and form of proxy card were mailed or otherwise delivered commencing on or about April 22, 2025, to each stockholder of record at the close of business on the record date. This affidavit of mailing, along with the proxy materials will be annexed to the minutes of the meeting. On the record date, there were 69,346,005 shares of common stock issued outstanding and entitled to vote at this meeting. Each share of common stock is entitled to 1 vote. For a quorum to be present, a majority of the outstanding shares entitled to vote must be present at the meeting in person or represented by proxy. Prior to the meeting, as Inspector of Election, I submitted a report of the number of shares of common stock present or represented by proxy at this meeting. This report shows that there were represented at this meeting either in person or by proxy approximately 43,018,593 shares of common stock of the company out of a total of 63,346,0005 shares of common stock issued outstanding and entitled to vote at this meeting. This constitutes approximately 62.035% of the company's outstanding shares of common stock entitled to vote at this meeting. Therefore, there is a quorum present at this meeting for the transaction of business. Back to you, Mr. Gutterman.

Thanks, Jerry. Just a quick note, I think you slightly misspoke. There are 69,346,005 shares of common stock issued. You confirm that?

Confirm and apologies.

No worries. Okay. We will now proceed with the matters to be voted upon at this meeting. The polls are open and will remain open until after each of the matters to be presented at the meeting has been submitted. Item #1, the first item of business to come before the meeting is to approve and adopt amendments to the company's amended and restated certificate of incorporation to increase the total number of authorized shares of our common stock from 150 million to 500 million. I hereby move to approve and adopt the authorized share proposals. Does anyone second the motion?

I second the motion.

Thanks, Sim. I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? Okay. I now declare the polls closed on this motion. The second item of business to come before the meeting is to approve and adopt an amendment to our charter to effect a reverse reverse stock split of our issued and outstanding shares of common stock at a specific ratio ranging from 1-for-2 to 1or 40 at any time prior to the 1-year anniversary date of the special meeting with the exact ratio to be determined by the company's Board of Directors in its discretion and without further approval or authorization from our stockholders. I hereby move to approve and adopt the reverse split proposal. Does anyone second the motion?

I second the motion.

Thank you. I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person or online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? Okay. I declare the polls closed on this motion. The third item of business to come before the meeting is to approve and adopt amendments to the charter to declassify the Board and make related changes. I hereby move to approve and adopt the declassification proposal. Does anyone second the motion?

I second the motion.

Thank you. I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online to do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? Okay. I now declare the polls closed on this motion. The fourth item of business to approve the issuance of shares of common stock upon, one, conversion of a loan guarantee and security agreement; and two, exercise of certain warrants each entered into in connection with a debt repayment and exchange agreement between the company and Anchorage Lending CA LLC, collectively the Anchorage agreements in the event such conversion and/or exercise together with the shares of our common stock issued in connection with the Anchorage agreements are in excess of 20% of the company's outstanding common stock. I hereby move to approve the issuance proposal. Does anyone second this motion?

I second the motion.

Thank you. I hereby call a question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or you wish to change your vote, please do so now. Is there anyone else who wishes to vote? I now declare the polls closed on this motion. Okay. The last item of business is to approve the adjournment of the special meeting to the extent there are insufficient proxies at the special meeting to approve any one or more of the foregoing proposals. I hereby move to approve the adjournment proposal. Does anyone second the motion?

I think the motion.

Okay. I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? I now declare the polls closed on this motion. All matters to be voted on at this meeting have now been presented. If you have not already voted or if you would like to change your vote, please do so now. We will pause for a moment to ensure that those wishing to vote now may finish doing so. [Voting]

At this time, everyone should have completed voting. This concludes the presentation of the items to be voted on at this special meeting. The polls are now closed. We will now pause for a moment while the Inspector of Elections adulates the votes. Inspector Peter, have you completed the tabulation of the vote?

Yes, tabulation of the vote is complete.

Will the inspector please report the results of the voting?

For the authorized shares proposal, at least a majority of the votes cast at the special meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has therefore been approved. For the reverse split proposal, at least a majority of the votes cast at the special meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has therefore been approved. For the declassification proposal, at least a majority of the voting power of all of the outstanding shares of capital stock of the company entitled to vote generally in the election of directors voting together as a single class have not voted in favor and such proposal has therefore not been approved. On the issuance proposal, at least a majority of the votes cast at the special meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has been -- has therefore been approved. For the adjournment proposal, at least a majority of the votes cast at the special meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has therefore been approved. I will file the final report of the Inspector of Election in corporate records of the company.

Thank you. As there is no further business to come before this meeting, I would now like to conclude the meeting.