---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-008579"
form_type: "8-K"
ticker: null
cik: "0001856028"
company_name: "Stronghold Digital Mining, Inc."
filed_at: "2023-02-24T23:59:59+00:00"
generated_at: "2026-06-19T00:58:16.375411+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Stronghold Digital Mining completes exchange of $23.1M notes for Series C convertible preferred stock

## Summary
- Consummated exchange of Amended & Restated 10% Notes for 23,102 shares of Series C Convertible Preferred Stock; Notes deemed paid in full.
- Series C Preferred has $1,000 stated value, convertible into common at $0.40/share, automatically converts after 5 years.
- Entered Registration Rights Agreement to file resale registration statement for shares issuable upon conversion within 2 business days after 10-K filing.
- Series C Preferred ranks senior to common and Class V common; no dividends, no voting rights.

## SEC filing metadata
- accession: 0001140361-23-008579
- form_type: 8-K
- cik: 0001856028
- company_name: Stronghold Digital Mining, Inc.
- filed_at: 2023-02-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 1.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/0001140361-23-008579-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/brhc10048712_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-008579
- JSON: https://secwatch.observer/filing/0001140361-23-008579.json
- Plain text: https://secwatch.observer/filing/0001140361-23-008579.txt

## Key facts
- Governance Changes
  Stronghold Digital Mining, Inc.: The Company filed a Certificate of Designations to designate Series C Preferred Stock, amending the articles of incorporation (effective 2023-02-20).
  - Change: charter amendment
  - Effective: 2023-02-20
  source text: On February 20, 2023, in connection with the closing of the Exchange Transaction, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 23,102 shares of the Company’s authorized preferred stock as the Series C Preferred Stock, with the powers, designations, preferences and other rights as set forth therein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/0001140361-23-008579-index.htm
- Material Agreements
  Stronghold Digital Mining, Inc. entered into Registration Rights Agreement with the Holders (effective 2023-02-20).
  - Action: entry
  - Counterparty: the Holders
  - Effective: 2023-02-20
  source text: On February 20, 2023, in connection with the consummation of the Exchange Transaction, the Company entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) whereby it agreed to, among other things, (i) file within two business days following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, a resale registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission covering all shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of the Series C Preferred Stock or upon exercise of the pre-funded warrants that may be issued in lieu of Common Stock upon conversion of the Series C Preferred Stock (the “Pre-Funded Warrants”), and (ii) to cause the Resale Registration Statement to become effective within the timeframes specified in the Registration Rights Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/0001140361-23-008579-index.htm
- Material Agreements
  Stronghold Digital Mining, Inc. terminated Amended and Restated 10% Notes with the Holders (effective 2023-02-20).
  - Action: termination
  - Agreement: notes offering
  - Counterparty: the Holders
  - Effective: 2023-02-20
  source text: On February 20, 2023, the Exchange Transaction was consummated, and the Notes were deemed paid in full and terminated in exchange for the issuances of the shares of Series C Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/0001140361-23-008579-index.htm
- Material Agreements
  Stronghold Digital Mining, Inc. entered into Exchange Agreement with the holders of the Company's Amended and Restated 10% Notes (effective 2022-12-30).
  - Action: entry
  - Counterparty: the holders of the Company's Amended and Restated 10% Notes
  - Effective: 2022-12-30
  source text: on December 30, 2022, Stronghold Digital Mining, Inc. (the “Company”) entered into an exchange agreement with the holders (the “Holders”) of the Company’s Amended and Restated 10% Notes (the “Notes”), providing for the exchange of the Notes (the “Exchange Transaction”) for shares of the Company’s newly created Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856028/000114036123008579/0001140361-23-008579-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.