Material Event - Form 8-K

Item 8.01. Other Events.

Gryphon Digital Mining, Inc. (the "Company") has entered into agreements with certain vendors (the "Vendors") pursuant to which the Company will issue to the Vendors up to an aggregate of 1,332,759 shares of Company common stock (collectively, the "Shares"), in payment for services rendered or other payment obligations over the next several fiscal quarters under contractual arrangements between the Company and the Vendors. Shares will be issued to the Vendors over time as payments become due and, if the Company elects, in its discretion, to make such payments in shares in lieu of cash.

The offering of the Shares is registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-277060), which was declared effective by the Securities and Exchange Commission on April 3, 2024

A copy of the legal opinion of Ellenoff Grossman & Schole LLP relating to the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.