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 7, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 ) 967-5294
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 7.01 |
Regulation FD Disclosure.
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On December 7, 2023, the Company issued a press release announcing the results of the
Company’s November Bitcoin mining operations and other updates. A copy of the press release is furnished herewith as Exhibit 99.1 and
incorporated herein by reference. A copy of the press release is posted to the Company’s website at www.strongholddigitalmining.com.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of
Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
Number
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Description
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Press Release, dated as of December 7, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Furnished herewith.
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SIGNATURES
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.
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STRONGHOLD DIGITAL MINING, INC.
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By:
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/s/ Gregory A. Beard
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Name:
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Gregory A. Beard
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Title:
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Chief Executive Officer and Chairman
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Date: December 7, 2023
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Exhibit 99.1
Stronghold Announces November 2023 Bitcoin Mining Update
Reminder of December 12th Stronghold Business Strategy Update and Carbon Capture Panel
NEW YORK, December 7, 2023 – Stronghold Digital Mining, Inc. (NASDAQ: SDIG) (“Stronghold”, or the “Company”)
today provided the following updates regarding its operations and financial performance:
Bitcoin Mining Update
Stronghold mined 193 Bitcoin in November 2023 and generated approximately $0.7 million in energy revenue, which represented the equivalent of approximately 19 additional
Bitcoin based on the average price of Bitcoin, during the month. This equated to approximately 212 of Bitcoin-equivalent production in November of 2023, up approximately 4% sequentially compared to the approximately 203 Bitcoin-equivalent production
in October 2023 comprising 198 coins and $0.1 million of energy revenue, or 5 additional Bitcoin based on the average price of Bitcoin during the month.
The Company generated an estimated $7.2 million of revenue during the month of November, marking its highest monthly revenue in 2023. The drivers were attractive power
prices at the Scrubgrass Plant, leading to the second highest energy revenue month of the year, improved Bitcoin hash price including transaction fees/block subsidies that averaged 13.8% in November compared to 2.5% in October, and a modest
improvement in Bitcoin mining utilization following the Company’s entry into the Frontier Managed Services Agreement in October of 2023.
Stronghold Business Strategy Overview and Carbon Capture Panel
On December 12th, Stronghold will host a Business Strategy Overview and Carbon Capture Panel event at the Nasdaq Marketsite. The event will include an overview of the Company’s business strategy by senior management and a panel on the carbon capture initiative with industry experts.
Advanced registration for the in-person event is required and space is limited.
Analysts and institutional investors interested in attending should contact Stronghold’s investor relations team SDIG@gateway-grp.com for additional details and instructions. Presentations are expected to begin at 12:30 pm ET, and the event is expected to conclude at 4:00 pm ET. Additional materials and information
will be available closer to the date of the event.
Webcast Registration
Investors and other interested stakeholders may register for the event and webcast here and on Stronghold’s Investor Relations website at ir.strongholddigitalmining.com. A replay of the webcast will be available shortly after the event concludes.
Stronghold is a vertically integrated Bitcoin mining company with an emphasis on environmentally beneficial operations. Stronghold houses its miners at its wholly owned and
operated Scrubgrass Plant and Panther Creek Plant, both of which are low-cost, environmentally beneficial coal refuse power generation facilities in Pennsylvania.
Investor Contact:
Matt Glover or Alex Kovtun
Gateway Group, Inc.
SDIG@gateway-grp.com
1-949-574-3860
Media Contact
contact@strongholddigitalmining.com
Certain statements contained in this press release, including guidance, constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or
the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements and the business prospects of
Stronghold are subject to a number of risks and uncertainties that may cause Stronghold’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things: the
recent restructuring of the Company’s debt and the performance and satisfaction of various obligations under the agreements entered into in order to effect such restructuring of debt; the hybrid nature of our business model, which is highly
dependent on the price of Bitcoin; our dependence on the level of demand and financial performance of the crypto asset industry; our ability to manage growth, business, financial results and results of operations; uncertainty regarding our evolving
business model; our ability to retain management and key personnel and the integration of new management; our ability to raise capital to fund business growth; our ability to maintain sufficient liquidity to fund operations, growth and
acquisitions; our substantial indebtedness and its effect on our results of operations and our financial condition; uncertainty regarding the outcomes of any investigations or proceedings; our ability to enter into purchase agreements, acquisitions
and financing transactions; public health crises, epidemics, and pandemics such as the coronavirus pandemic; our ability to procure and install crypto asset mining equipment, including from foreign-based suppliers; our ability to maintain our
relationships with our third party brokers and our dependence on their performance; developments and changes in laws and regulations, including increased regulation of the crypto asset industry through legislative action and revised rules and
standards applied by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act and the Investment Company Act; the future acceptance and/or widespread use of, and demand for, Bitcoin and other crypto assets; our
ability to respond to price fluctuations and rapidly changing technology; our ability to operate our coal refuse power generation facilities as planned; our ability to remain listed on a stock exchange and maintain an active trading market; our
ability to avail ourselves of tax credits for the clean-up of coal refuse piles; and legislative or regulatory changes, and liability under, or any future inability to comply with, existing or future energy regulations or requirements. More
information on these risks and other potential factors that could affect our financial results is included in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed on April 3, 2023 and in our subsequently filed Quarterly Reports on Form 10-Q. Any forward-looking statement or guidance speaks only as of the date as
of which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements or guidance, whether because of new information, future events, or otherwise.