UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 8-K


 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): December 5, 2023
 


Stronghold Digital Mining, Inc.
(Exact Name of registrant as specified in its charter)
 

 
Delaware
(State or other jurisdiction of incorporation)
 
001-40931
 
86-2759890
(Commission File Number)
 
(IRS Employer Identification No.)

595 Madison Avenue, 28th Floor
New York, New York
 
10022
(Address of principal executive offices)
 
(Zip Code)

(212) 967-5294
Registrant’s telephone number, including area code
 
Not Applicable
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
 
SDIG
 
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 


Item 8.01
Other Information
 
Unaudited Pro Forma Financials
 
Stronghold Digital Mining, Inc. (the “Company”) previously filed certain updated historical and unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2023, which was updated in a Current Report on Form 8-K filed with the SEC on May 19, 2023 (as updated, the “May 2023 Form 8-K”).
 
This Current Report on Form 8-K is being filed to provide further updated unaudited pro forma condensed consolidated financial information of the Company as of and for the nine months ended September 30, 2023 (the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed consolidated financial information of the Company and related disclosures contained in Exhibit 99.2 to the May 2023 Form 8-K. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the May 2023 Form 8-K, or in any other of the Company’s filings with the SEC, the information in this Current Report on Form 8-K shall supersede or supplement the information in such filing. For more information about the transaction described in Exhibit 99.1 hereto (the “Transaction”), please refer to the Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed by the Company on November 14, 2023.
 
The Updated Pro Forma Financial Information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company would have achieved had the Transaction occurred on January 1, 2023, and is not intended to project the future results of operations that the Company may achieve as a result of the Transaction.
 
Item 9.01
Financial Statements and Exhibits
 
(b)
Pro Forma Financial Information.
 
The following unaudited pro forma condensed consolidated financial information of the Company is attached as Exhibit 99.1 hereto:
 

Unaudited pro forma condensed consolidated balance sheet as of September 30, 2023;
 

Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2023; and
 

Notes to unaudited pro forma condensed consolidated financial statements.
 
(d) Exhibits
 
Exhibit Number
 
Description
 
Unaudited pro forma condensed consolidated financial information of the Company as of and for the nine months ended September 30, 2023
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
STRONGHOLD DIGITAL MINING, INC.
     
Date: December 5, 2023
By:
/s/ Gregory A. Beard
 
Name:
Gregory A. Beard
 
Title:
Chief Executive Officer and Chairman

 


Exhibit 99.1
 
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
Introduction
 
The following sets forth unaudited pro forma condensed consolidated financial statements of Stronghold Digital Mining, Inc. (the “Company”) prepared in accordance with Article 11 of Regulation S-X. The following information should be read in conjunction with the following: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements; and (ii) the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023, and related notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.
 
The unaudited pro forma condensed consolidated financial statements are based on and have been derived from the Company’s historical consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America and are presented based on assumptions, adjustments, and currently available information described in the accompanying notes.
 
Description of the Transaction
 
The unaudited pro forma condensed consolidated financial statements are presented to illustrate the estimated effects of the following transaction:

Series D Exchange Transaction

On November 13, 2023, the Company consummated a transaction (the “Series D Exchange Transaction”) pursuant to an exchange agreement, dated November 13, 2023, with Adage Capital Partners, LP (the “Holder”) whereby the Company issued to the Holder an aggregate of 15,582 shares of a newly created series of preferred stock, the Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), in exchange for 15,582 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) held by the Holder, which represented all of the shares of Series C Preferred Stock held by the Holder. The Series D Preferred Stock contains substantially similar terms as the Series C Preferred Stock except with respect to a higher conversion price. The Series D Exchange Agreement contains representations, warranties, covenants, releases, and indemnities customary for transactions of this type, as well as certain trading volume restrictions. On November 13, 2023, in connection with the consummation of the Series D Exchange Transaction, the Company also entered into a Registration Rights Agreement with the Holder.
 
The transaction described above for which disclosure of pro forma financial information was considered material has been consummated.
 
As a result of the Series D Exchange Transaction, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements. Except as set forth herein, the unaudited pro forma condensed consolidated balance sheet as of September 30, 2023, and statement of operations for the nine months ended September 30, 2023, give pro forma effect to the Series D Exchange Transaction as if it occurred on September 30, 2023 (in the case of the balance sheet), or January 1, 2023 (in the case of the statement of operations).
 
The unaudited pro forma condensed consolidated financial statements include unaudited pro forma adjustments that are factually supportable and directly attributable to the Series D Exchange Transaction. In addition, the unaudited pro forma adjustments are expected to have a continuing impact on the Company’s results. The Company has prepared the unaudited pro forma condensed consolidated financial statements for illustrative purposes only, and it does not purport to represent what the results of operations or financial condition would have been had the Series D Exchange Transaction actually occurred on the dates indicated, nor does the Company purport to project the results of operations or financial condition for any future period or as of any future date. Actual results may differ significantly from those reflected in the unaudited pro forma condensed consolidated financial statements for various reasons, including but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial statements and actual results.


STRONGHOLD DIGITAL MINING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2023

 
 
Historical
   
Pro Forma Adjustments
 
 
 
Pro Forma
 
 
 
    
September 30, 2023
     
November 2023
Series D Exchange
  
 
Notes
    
September 30, 2023
  
ASSETS:
                   
Cash and cash equivalents
 
$
4,979,299
   
$
-
     
$
4,979,299
 
Digital currencies
   
641,999
     
-
       
641,999
 
Accounts receivable
   
486,706
     
-
       
486,706
 
Inventory
   
3,143,284
     
-
       
3,143,284
 
Prepaid insurance
   
1,842,250
     
-
       
1,842,250
 
Due from related parties
   
97,288
     
-
       
97,288
 
Other current assets
   
1,137,834
     
-
       
1,137,834
 
Total current assets
   
12,328,660
     
-
       
12,328,660
 
Equipment deposits
   
-
     
-
       
-
 
Property, plant and equipment, net
   
156,481,678
     
-
       
156,481,678
 
Operating lease right-of-use assets
   
1,552,735
     
-
       
1,552,735
 
Land
   
1,748,440
     
-
       
1,748,440
 
Road bond
   
211,958
     
-
       
211,958
 
Security deposits
   
348,888
     
-
       
348,888
 
Other noncurrent assets
   
155,992
     
-
       
155,992
 
TOTAL ASSETS
 
$
172,828,351
   
$
-
     
$
172,828,351
 
LIABILITIES:
                         
Accounts payable
 
$
14,666,753
   
$
-
     
$
14,666,753
 
Accrued liabilities
   
9,638,819
     
94,274
 
 (a)
   
9,733,093
 
Financed insurance premiums
   
1,112,558
     
-
       
1,112,558
 
Current portion of long-term debt, net of discounts and issuance fees
   
1,654,634
     
-
       
1,654,634
 
Current portion of operating lease liabilities
   
748,369
     
-
       
748,369
 
Due to related parties
   
451,367
     
-
       
451,367
 
Total current liabilities
   
28,272,500
     
94,274
       
28,366,774
 
Asset retirement obligation
   
1,062,677
     
-
       
1,062,677
 
Warrant liabilities
   
5,434,420
     
-
       
5,434,420
 
Long-term debt, net of discounts and issuance fees
   
57,653,823
     
-
       
57,653,823
 
Long-term operating lease liabilities
   
899,576
     
-
       
899,576
 
Contract liabilities
   
560,510
     
-
       
560,510
 
Total liabilities
   
93,883,506
     
94,274
       
93,977,780
 
COMMITMENTS AND CONTINGENCIES
                         
REDEEMABLE COMMON STOCK:
                         
Common Stock - Class V; $0.0001 par value; 34,560,000 shares authorized and 2,405,760 shares issued and outstanding
   
10,563,277
     
-
       
10,563,277
 
Total redeemable common stock
   
10,563,277
     
-
       
10,563,277
 
STOCKHOLDERS’ EQUITY (DEFICIT):
                         
Common Stock – Class A; $0.0001 par value; 685,440,000 shares authorized; 7,876,688 shares issued and outstanding.
   
788
     
-
       
788
 
Series C convertible preferred stock; $0.0001 par value; 23,102 shares authorized; 5,990 shares issued and outstanding.
   
2
     
(2
)
 (b)
   
-
 
Series D convertible preferred stock; $0.0001 par value; 15,582 shares authorized; 15,582 shares issued and outstanding.
   
-
     
2
 
 (b)
   
2
 
Accumulated deficits
   
(321,126,596
)
   
20,492,568
 
 (b)
   
(300,634,028
)
Additional paid-in capital
   
389,507,374
     
(20,586,842
)
 (a) (b)
   
368,920,532
 
Total stockholders' equity (deficit)
   
68,381,568
     
(94,274
)
     
68,287,294
 
Total redeemable common stock and stockholders' equity (deficit)
   
78,944,845
     
(94,274
)
     
78,850,571
 
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
172,828,351
   
$
-
     
$
172,828,351
 


STRONGHOLD DIGITAL MINING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2023

 
 
Historical
   
Pro Forma Adjustments
 
 
 
Pro Forma
 
 
 
  
Nine Months Ended
September 30, 2023
     
November 2023
Series D Exchange
  
 
Notes
  
Nine Months Ended
September 30, 2023
 
 
OPERATING REVENUES:
                   
Cryptocurrency mining
 
$
37,764,990
   
$
-
     
$
37,764,990
 
Energy
   
4,682,590
     
-
       
4,682,590
 
Cryptocurrency hosting
   
9,195,072
     
-
       
9,195,072
 
Capacity
   
1,442,067
     
-
       
1,442,067
 
Other
   
142,194
     
-
       
142,194
 
Total operating revenues
   
53,226,913
     
-
       
53,226,913
 
OPERATING EXPENSES:
                         
Fuel
   
22,262,141
     
-
       
22,262,141
 
Operations and maintenance
   
24,206,080
     
-
       
24,206,080
 
General and administrative
   
25,145,444
     
-
       
25,145,444
 
Depreciation and amortization
   
26,025,021
     
-
       
26,025,021
 
Loss on disposal of fixed assets
   
108,367
     
-
       
108,367
 
Realized gain on sale of digital currencies
   
(725,139
)
   
-
       
(725,139
)
Impairments on digital currencies
   
683,241
     
-
       
683,241
 
Impairments on equipment deposits
   
5,422,338
     
-
       
5,422,338
 
Total operating expenses
   
103,127,493
     
-
       
103,127,493
 
NET OPERATING LOSS
   
(49,900,580
)
   
-
       
(49,900,580
)
OTHER INCOME (EXPENSE):
                         
Interest expense
   
(7,428,530
)
   
-
       
(7,428,530
)
Loss on debt extinguishment
   
(28,960,947
)
   
-
       
(28,960,947
)
Changes in fair value of warrant liabilities
   
5,580,453
     
-
       
5,580,453
 
Other
   
45,000
     
-
       
45,000
 
Total other income (expense)
   
(30,764,024
)
   
-
       
(30,764,024
)
NET LOSS
 
$
(80,664,604
)
 
$
-
     
$
(80,664,604
)
NET LOSS attributable to noncontrolling interest
   
(26,663,731
)
   
-
       
(26,663,731
)
Deemed contribution from exchange of Series C convertible preferred stock
   
-
     
20,492,568
 
 (c)
   
20,492,568
 
NET LOSS attributable to Stronghold Digital Mining, Inc.
 
$
(54,000,873
)
 
$
20,492,568
     
$
(33,508,305
)
NET LOSS attributable to Class A common shareholders:
                         
Basic
 
$
(8.93
)
            
$
(5.54
)
Diluted
 
$
(8.93
)
            
$
(5.54
)
Weighted average number of Class A common shares outstanding:
                         
Basic
   
6,047,891
               
6,047,891
 
Diluted
   
6,047,891
               
6,047,891
 


STRONGHOLD DIGITAL MINING, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The September 30, 2023, unaudited pro forma condensed consolidated balance sheet gives effect to the pro forma adjustments necessary to reflect the Series D Exchange Transaction as if it had occurred on September 30, 2023. The unaudited pro forma condensed consolidated statement of operations gives effect to the pro forma adjustments to reflect the Series D Exchange Transaction as if it had occurred as of January 1, 2023. The unaudited pro forma adjustments related to the Series D Exchange Transaction are based on available information and assumptions that management believes are directly attributable to the Series D Exchange Transaction, factually supportable, and are expected to have a continuing impact on the Company’s results of operations with respect to the unaudited condensed consolidated statement of operations.

Note 2 – Pro Forma Adjustments

Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

The following adjustments have been made to the accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2023.
 
  (a)
Reflects an increase in accrued liabilities of approximately $0.1 million for legal transaction fees incurred as part of the Series D Exchange Transaction, offset by a decrease in additional paid-in capital.
 
  (b)
Reflects an increase in Series D Preferred Stock, offset by a decrease in Series C Preferred Stock associated with the Series D Exchange Transaction. The pro forma balance sheet as of September 30, 2023, also reflects a change in accumulated deficit and additional paid-in capital of approximately $20.5 million, which represents a deemed contribution resulting from a change in fair value associated with the newly-issued Series D Preferred Stock.

Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

The following adjustment has been made to the accompanying unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2023.
 
  (c)
Reflects a deemed contribution of approximately $20.5 million resulting from the extinguishment of the shares of Series C Preferred Stock associated with the Series D Exchange Transaction. This deemed contribution represents the difference between the carrying value of the existing Series C Preferred Stock and the estimated fair value of the newly-issued Series D Preferred Stock.