Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 13, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the "Company"), received a letter (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of the Company's Market Value of Listed Securities (the "MVLS") falling below the minimum of $35 million required for continued listing on The Nasdaq Capital Market (the "MVLS Requirement") from July 31, 2024 to September 12, 2024.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the Company with 180 calendar days, or until March 12, 2025 (the "Compliance Date"), to regain compliance with the MVLS Requirement. To regain compliance during the 180-day period, the Company's MVLS must be at least $35 million for a minimum of ten consecutive business days at any time during this period, after which Nasdaq will provide written confirmation of compliance to the Company and the matter will be closed. If the Company does not regain compliance with the MVLS Requirement by the Compliance Date, or qualify under an alternative listing standard, the Company will receive written notification from Nasdaq that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.

The Notice has no immediate effect on the listing of the Company's common stock, which will continue to trade on The Nasdaq Capital Market under the symbol "GRYP", subject to the Company's compliance with the other continued listing requirements of The Nasdaq Capital Market.

The Company is considering available options to regain compliance with the MVLS Requirement. However, there can be no assurance that the Company will be able to regain compliance with the MVLS Requirement.