American Bitcoin Corp. — fact timeline

American Bitcoin Corp. reported financial results for the first quarter of 2026.

“On May 6, 2026, American Bitcoin Corp. issued a press release announcing its financial results for the three months ended March 31, 2026.”

American Bitcoin Corp. engaged KPMG LLP as its auditor.

“The material weaknesses were discussed with the Committee, and the Company has authorized RBSM to respond fully to inquiries of KPMG concerning the material weaknesses. The Company provided RBSM with a copy of the foregoing disclosures and requested that RBSM furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein, as specified by Item 304(a)(3) of Regulation S-K. A copy of RBSM’s letter, dated September 23, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K. (b) Engagement of New Independent Registered Public Accounting Firm On September 19, 2025, the Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.”

American Bitcoin Corp. dismissed RBSM LLP as its auditor.

“(a) Dismissal of Previous Independent Registered Public Accounting Firm On September 19, 2025, the Audit Committee (the “Committee”) of the Board of Directors of American Bitcoin Corp. (the “Company”) dismissed RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm.”

American Bitcoin Corp. underwent a change of control involving American Bitcoin Holdings LLC (closed 2025-09-03).

“A change in control of the Company occurred on September 3, 2025.”

Dan Tolhurst resigned as director at American Bitcoin Corp..

“On June 10, 2025, Mr. Dan Tolhurst resigned, effective as of June 12, 2025, as a director of Gryphon Digital Mining, Inc. (the “ Company ”).”

American Bitcoin Corp. received a nasdaq delisting notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).

“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”

American Bitcoin Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5505(b)(1)).

“March 5, 2025, the Company received a staff delist determination letter from the Nasdaq Listing Qualifications Department, as a result of its failure to regain compliance with the Minimum Bid Price Rule. The Company was not automatically eligible for a second 180-day compliance period because it did not meet the initial listing requirement of $5.0 million of stockholders’ equity, or other listing alternatives, for Nasdaq Capital Market as set forth under Nasdaq Listing Rule 5505(b)(1). The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). This hearing re”

Dan Grigorin was appointed as Director at American Bitcoin Corp..

“appointed Mr. Dan Grigorin, age 33, to fill the new Board seat as a Class III director (with a term expiring at the Company’s 2027 annual meeting of stockholders), effective immediately.”

Steve Gutterman was appointed as Chief Executive Officer at American Bitcoin Corp..

“On September 17, 2024, the Board appointed Steve Gutterman as Chief Executive Officer of the Company.”

Robby Chang was terminated as Chief Executive Officer and President at American Bitcoin Corp..

“On September 17, 2024, Robby Chang was terminated as Chief Executive Officer and President for cause, with immediate effect, by the board of directors (the “ Board ”) of Gryphon Digital Mining, Inc. (the “ Company ”).”

Daniel Tolhurst was appointed as Class I director at American Bitcoin Corp..

“appointed Mr. Daniel Tolhurst, age 43, to fill the new Board seat as a Class I director (with a term expiring at the Company’s 2025 annual meeting of stockholders), effective immediately.”

American Bitcoin Corp. completed an acquisition involving Giga Caddo, LLC for $1,500,000 in USD cash (closed 2024-08-16).

“On August 16, 2024, Giga Caddo, LLC, a Delaware limited liability company (“Seller”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Buyer” or the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which Seller agreed to sell: (i) four (4) natural gas generators with a combined gas standby rating of 1,900 kW, (ii) five hundred and sixty-six (566) bitcoin ASIC mining computers with a combined hashrate capacity of approximately 57,120 TH/s, (iii) six (6) Giga Box Air modular data center units with a combined power capacity of 2,900 kW and (iv) certain other crypto mining equipment and related assets to be agreed by the parties (the “Assets”) to Buyer on and subject to the terms and conditions set forth therein (such transaction, the “Transaction”) for $1,500,000 in USD cash (the “Purchase Price”).”

Simeon Salzman resigned as Chief Financial Officer at American Bitcoin Corp..

“On July 29, 2024, Mr. Simeon Salzman, the Chief Financial Officer of Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), informed the Company of his decision to voluntarily resign from his position to pursue other professional opportunities (the “Resignation”).”

American Bitcoin Corp. reported quarter ended March 31, 2024 results: revenue $7.5 million, net income ($11.7) million.

“shareholder value and demonstrates the Board and management team’s confidence in Gryphon’s strategy.” Q1 2024 and Recent Highlights ● Total mining revenue in Q1/2024 of $7.5 million, compared to $4.8 million in Q1/2023. ● Breakeven Cost 1 per Bitcoin in Q1/2024 was $34,063, compared to $12,910 in Q1/2023. The company continues to be focused on Breakeven”

American Bitcoin Corp. engaged RBSM LLP as its auditor.

“On April 26, 2024, as recommended and approved by the Committee and the Board, the Company engaged RBSM LLP ("RBSM") as the Company's independent public accounting firm”

American Bitcoin Corp. dismissed Marcum LLP as its auditor.

“On April 26, 2024 (the "Dismissal Date"), the Company dismissed Marcum LLP ("Marcum") as the independent registered public accounting firm for the Company.”

American Bitcoin Corp. entered into At Market Issuance Sales Agreement with B. Riley Securities, Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US) Corp. and ATB Capital Markets USA Inc. valued at Aggregate offering price up to $70,000,000 of common stock (effective 2024-04-19).

“On April 19, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US) Corp. and ATB Capital Markets USA Inc. as agents (the “Sales Agents”), a Terms Agreement with B. Riley Securities, Inc. and a Terms Agreement with Ladenburg Thalmann & Co. Inc. (each, a “Terms Agreement” and together with the ATM Agreement, the “Sales Agreement”), pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $70,000,000 (the “Shares”), from time to time through or to the Sales Agents (the “Offering”).”

American Bitcoin Corp. reported fiscal year ended December 31, 2023 results: revenue $21.1 million, net income ($28.6) million.

“achieve a position as an industry leader, and deliver long-term value to our shareholders.” Financial Highlights of Fiscal Year 2023 ● Total mining revenue for 2023 of $21.1 million, compared to the prior year $21.4 million in 2022. ● Breakeven Cost 1 per Bitcoin in 2023 was $18,217, compared to $14,964 in 2022. The company is focused on Breakeven Costs,”

American Bitcoin Corp.: Certificates of Elimination filed to eliminate Series C Non-Convertible Preferred Stock and Special Voting Preferred Stock, cancelling those authorized shares (effective 2024-02-16).

“On February 16, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), filed Certificates of Elimination (together, the “Certificates of Elimination”) of the Certificate of Designations for the Company’s Series C Non-Convertible Preferred Stock and the Certificate of Designation, Preferences, and Rights of the Company’s Special Voting Preferred Stock.”

American Bitcoin Corp.: Reverse stock split of Common Stock at a ratio of 1-for-20 became effective on February 8, 2024 via a Certificate of Amendment (effective 2024-02-08).

“On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Reverse Stock Split Amendment”). The Reverse Stock Split Amendment effected a reverse stock split of the Common Stock, at a ratio of one new share for every twenty shares of outstanding Common Stock (the “Reverse Stock Split”).”

American Bitcoin Corp.: Company changed its name from 'Akerna Corp.' to 'Gryphon Digital Mining, Inc.' via a Certificate of Amendment filed on February 8, 2024 (effective 2024-02-08).

“On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Name Change Amendment”). The Name Change Amendment changed the name of the Company from “Akerna Corp.” to “Gryphon Digital Mining, Inc.””

American Bitcoin Corp. completed a disposition involving MJ Acquisition Corp. ("MJA") for approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (closed 2024-02-09).

“Upon the terms and subject to the satisfaction of the conditions described in the SPA, including approval of the transaction by Akerna’s stockholders, Akerna sold to MJA all of the membership interests in MJ Freeway, LLC for an aggregate purchase price of approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (funded $1,000,000 on April 28, 2023, $500,000 on October 11, 2023 and $150,000 on November 15, 2023) evidence by a Second Amended and Restated Promissory Note dated November 15, 2023 (the “MJA Note”), which principal amount of MJA Note converted into shares of Common Stock of Akerna at closing of the Sale Transaction, with such MJA Note deemed paid in full at closing of the Sale Transaction.”

American Bitcoin Corp. completed an acquisition involving Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (closed 2024-02-09).

“On February 9, 2024, the Company completed the transactions contemplated by that certain agreement and plan of merger by and between the Company, Akerna Merger Co., a wholly-owned subsidiary of the Company (“Merger Sub”), and Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (“Ivy”), dated January 27, 2023, as amended on April 28, 2023 and June 14, 2023 (the “Merger Agreement”).”

Simeon Salzman was appointed as Chief Financial Officer and Corporate Secretary at American Bitcoin Corp..

“As of the Effective Date, the following individuals became the executive officers of the Company: Robby Chang, Chief Executive Officer, and Simeon Salzman, Chief Financial Officer and Corporate Secretary.”

Robby Chang was appointed as Chief Executive Officer at American Bitcoin Corp..

“As of the Effective Date, the following individuals became the executive officers of the Company: Robby Chang, Chief Executive Officer, and Simeon Salzman, Chief Financial Officer and Corporate Secretary.”

American Bitcoin Corp. shareholders approved Adjournment of Special Meeting if necessary to solicit additional proxies at the 2024-01-29 meeting.

“The proposal, adjourn the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 — 7, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,173,190 202,622 10,117 0”

American Bitcoin Corp. shareholders approved Approval of issuance of Akerna common stock upon conversion of secured convertible promissory note held by MJ Acquisition Corp. at the 2024-01-29 meeting.

“The proposal, to approve the issuance of Akerna common stock upon the conversion of $1,650,000 in principal amount of a secured convertible promissory note held by MJ Acquisition Corp. in accordance with the terms of such secured convertible promissory note a copy of which was attached as Annex G to the Proxy Statement/Prospectus, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,795,499 140,552 10,013 1,439,865”

American Bitcoin Corp. shareholders approved Approval of Akerna 2024 Omnibus Incentive Plan at the 2024-01-29 meeting.

“The proposal, to approve the Akerna 2024 Omnibus Incentive Plan, in the form attached as Annex F to the Proxy Statement/Prospectus, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,643,234 278,050 24,780 1,439,865”

American Bitcoin Corp. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to change corporate name to Gryphon Digital Mining, Inc. at the 2024-01-29 meeting.

“The proposal, to approve an amendment to the amended and restated certificate of incorporation of Akerna to change the corporate name from Akerna Corp. to “Gryphon Digital Mining, Inc.”, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,209,771 138,965 24,717 0”

American Bitcoin Corp. shareholders rejected Increase number of authorized shares of common stock at the 2024-01-29 meeting.

“The proposal, to increase the number of authorized shares of Akerna’s common stock, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes Total Voting: 11,037,010 Common Stock as Separate Class: 4,180,534 Total Voting: 344,071 Common Stock as Separate Class: 344,071 Total Voting: 4,848 Common Stock as Separate Class: 4,848 Total Voting: 0 Common Stock as Separate Class: 0”

American Bitcoin Corp. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to effect reverse stock split at ratio of 1-for-15 to 1-for-100 at the 2024-01-29 meeting.

“The proposal, to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001, at a ratio of one (1) new share for every fifteen (15) to one hundred (100) shares of outstanding Akerna common stock, with the exact ratio and effective time of the reverse stock split of Akerna common stock to be determined by the Akerna board of directors, agreed to by Gryphon and publicly announced by press release, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,123,165 260,489 2,275 0”

American Bitcoin Corp. shareholders approved Approval of sale of membership interests of MJ Freeway and capital stock of Ample Organics to MJ Acquisition Corp. at the 2024-01-29 meeting.

“The proposal, to approve the sale of the membership interests of MJ Freeway and the capital stock of Ample Organics, Inc. to MJ Acquisition Corp. (“MJ Acquisition”), pursuant to the terms of the Securities Purchase Agreement dated as of April 28, 2023, as amended, by and among Akerna, Akerna Canada Ample Exchange Inc., a wholly owned subsidiary of Akerna, and MJ Acquisition, and the transactions contemplated thereby, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,399,563 87,702 8,799 1,439,865”

American Bitcoin Corp. shareholders approved Approval of issuance of Akerna common stock in the Merger and change of control at the 2024-01-29 meeting.

“The proposal, to approve the issuance of Akerna common stock in the Merger in accordance with the terms of the Agreement and Plan of Merger, dated as of January 27, 2023, as amended, by and among the Company, Akerna Merger Co., and Gryphon Digital Mining, Inc. (“Gryphon”), and the change of control of the Company resulting from the Merger (as defined in the Proxy Statement/Prospectus), was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,837,559 99,742 8,763 1,439,865”

American Bitcoin Corp. completed a disposition involving Wilcompute Systems Group Inc. for $638,000 (closed 2023-12-28).

“On December 28, 2023, Akerna Corp. (the “Company”) completed the sale of its indirect wholly-owned subsidiary Ample Organics Inc. (“Ample”), pursuant to a Share Purchase Agreement (the “SPA”), dated as of December 28, 2023, by and between the Company, the Company’s indirect wholly-owned subsidiary Akerna Canada Ample Exchange Inc. (“Akerna Exchange”), which owned all the outstanding capital stock of Ample, and Wilcompute Systems Group Inc. (the “Buyer”), for cash in the amount of $638,000, subject to customary post-closing adjustments, if any.”

American Bitcoin Corp. completed a disposition involving Wilcompute Systems Group Inc. for $638,000 of cash (closed 2023-12-28).

“stock of Ample Organics Inc., an Ontario corporation (“ Ample ”), owned by Akerna Canada (“ Ample Shares ”) to Buyer for an aggregate purchase price consisting of approximately $638,000 of cash (the “ Purchase Price ”), subject to post-closing adjustments pursuant to the Purchase Agreement, and on the terms and subject to the conditions set forth in the Purchase”

American Bitcoin Corp. amended Third Amendment with MJ Acquisition Corp. (effective 2023-12-28).

“On December 28, 2023, the Company, Akerna Canada and MJ Acquisition entered into a third amendment to the MJA SPA (the “ Third Amendment ”), to lower certain of the indemnity limits set forth therein to reflect the sale of the Ample Shares to the Buyer.”

American Bitcoin Corp. entered into Intellectual Property Purchase Agreement with Ample Organics Inc. (effective 2023-12-28).

“On December 28, 2023, the Company and Ample entered into an Intellectual Property Purchase Agreement (the “ IP Transfer Agreement ”) pursuant to which the Company sold, assigned and transferred to Ample certain intellectual property rights of the Company related to the work product and associated intellectual property rights produced by certain employees of the Company related to software systems used by Ample in its business (the “ Transferred IP ”).”

American Bitcoin Corp. entered into Share Purchase Agreement with Wilcompute Systems Group Inc. valued at approximately $638,000 of cash (effective 2023-12-28).

“On December 28, 2023, Akerna Corp., a Delaware corporation (the “ Company ”) and Akerna Canada Ample Exchange Inc., an Ontario corporation and an indirect wholly-owned subsidiary of the Company (“ Akerna Canada ”), entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with Wilcompute Systems Group Inc., an Ontario corporation (“ Buyer ”; together with the Company and Akerna Canada, the “ Parties ”; each, a “ Party ”), pursuant to which the Akerna Canada agreed to sell all of the issued and outstanding capital stock of Ample Organics Inc., an Ontario corporation (“ Ample ”), owned by Akerna Canada (“ Ample Shares ”) to Buyer for an aggregate purchase price consisting of approximately $638,000 of cash (the “ Purchase Price ”), subject to post-closing adjustments pursuant to the Purchase Agreement, and on the terms and subject to the conditions set forth in the Purchase Agreement (the “ Transaction ”).”

American Bitcoin Corp.: Amended and Restated Certificate of Designations for Series C Preferred Stock filed, modifying Section 5(b) regarding change-of-control automatic redemption/exchange procedures (effective 2023-12-20).

“On December 20, 2023, the Company filed with the Secretary of the State of Delaware an Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Amended Certificate of Designations”).”

American Bitcoin Corp. amended Amendment No. 1 to Exchange Agreements with Holders of Exchange Agreements valued at $1,711,000 Actual Exchange Note Amount; 3,422,000 shares common stock Actual Exchange Share Amount; (effective 2023-12-20).

“Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2023, Akerna Corp. (the “Company”) and the signatories (the “Holders”) to its Exchange Agreements, dated January 27, 2023 (the “Exchange Agreements”) entered into Amendment No. 1 to each such Exchange Agreements (the “Amended Exchange Agreements”), respectively, to amend the terms of the Exchange Agreements related to the Initial Closing (as defined therein) and the issuance of shares of the Company’s Series C Non-Convertible Preferred Stock (the “Series C Preferred Stock”) at the Initial Closing.”

American Bitcoin Corp.: Filed Certificate of Designations designating 3,244 shares of Series C Non-Convertible Preferred Stock with specified preferences, rights and limitations (effective 2023-12-14).

“On December 14, 2023, the Company filed with the Secretary of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designations”) designating 3,244 shares as Series C Preferred Stock and designating the preferences, rights and limitations of such shares of Series C Preferred Stock.”

American Bitcoin Corp. received a nasdaq noncompliance notice notice regarding other.

“received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the resignation of Barry Fishman from the Company’s Board of Directors (the “Board”) (as described in”

Barry Fishman resigned as director at American Bitcoin Corp..

“On November 15, 2023, Mr. Barry Fishman resigned as a director of the Company.”

American Bitcoin Corp. amended Second Amendment to Securities Purchase Agreement with MJ Acquisition Corp. valued at reduced cash at closing from $2 million to $1.85 million; additional loan of $150,000; amended conve (effective 2023-11-15).

“On November 15, 2023, Akerna, Akerna Exchange and MJA entered into a second amendment to the SPA (the "Second Amendment"), which amends certain of the terms of the SPA as amended by the First Amendment.”

American Bitcoin Corp. amended convertible notes of $1,500,000 with MJ Acquisition Corp..

“Note dated April 28, 2023 by and between Akerna and MJA (the ‘Original Note”), whereby Akerna promises to pay to the order of MJA or its registered assigns the amount of $1,500,000. The Amended and Restated Note amended the Original Note to: (A) increase the principal amount of the Original Note from $1,000,000 to $1,500,000; (B) provide for the”

American Bitcoin Corp. amended Amended and Restated Convertible Secured Promissory Note with MJ Acquisition Corp. (MJA) valued at $1,500,000 (effective 2023-10-11).

“on October 11, 2023, Akerna issued an amended and restated convertible secured promissory note (“Amended and Restated Note”) to MJA which amends and restates the Secured Promissory Note dated April 28, 2023 by and between Akerna and MJA (the ‘Original Note”), whereby Akerna promises to pay to the order of MJA or its registered assigns the amount of $1,500,000.”

American Bitcoin Corp. amended First Amendment with Akerna Canada Ample Exchange Inc. and MJ Acquisition Corp. (effective 2023-09-28).

“On September 28, 2023, Akerna, Akerna Exchange and MJA entered into a first amendment to the SPA (the “Amendment”) which amends certain of the terms of the SPA.”

American Bitcoin Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“September 19, 2023, to regain compliance with the Equity Rule. However, the Staff indicated in the Determination Letter that, pursuant to Listing Rule 5810(d)(2), this deficiency serves as an additional and separate basis for delisting, and as such, the Company should address its non-compliance with the Equity Rule before a Hearings Panel (the “Panel”) if it appeals the Staff’s determination. The Company believes that its ongoing and previously announced transactions with Gryphon Digital Mining, Inc. and MJ Acquisition Corp., which transactions will include a reverse stock split in the Company”

American Bitcoin Corp. amended Second Amendment with Gryphon (effective 2023-06-14).

“On June 14, 2023, in coordination with entering into the Securities Purchase Agreement, the Company and Gryphon entered into a second amendment to the Merger Agreement (the " Second Amendment ").”

American Bitcoin Corp. entered into Registration Rights Agreement with a private investor (effective 2023-06-14).

“Pursuant to the Securities Purchase Agreement, the Company entered into a registration rights agreement (the " Registration Rights Agreement "), requiring the Company to register the Shares and any True-Up Shares under the U.S. Securities Act.”