Cipher Mining announces redemption, cashless exercise of outstanding warrants

Cipher Mining (CIFR) delivered a notice of redemption to redeem all of its outstanding warrants to purchase shares of the Company’s common stock, par value $0.001 per share, that were issued under the Warrant Agreement, dated as of October 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that remain unexercised at 5:00 p.m., New York City time, on December 26, 2025 for a redemption price of $0.01 per Warrant. Under the terms of the Warrant Agreement, the Company has the right to redeem all of the outstanding Warrants if the reported closing price of the Common Stock is at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The reported closing price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on November 21, 2025. At the direction of the Company, the Warrant Agent has delivered a notice of redemption to each registered holder of the outstanding Warrants. The Warrants may be exercised by the holders thereof until 5:00 p.m., New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such Warrants, at the exercise price of $11.50 per share. In accordance with the Warrant Agreement, the Company’s Board of Directors has elected to require that, upon delivery of the notice of redemption, all Warrants are to be exercised only on a “cashless basis.” Accordingly, holders may no longer exercise Warrants and receive Common Stock in exchange for payment in cash of the $11.50 per Warrant exercise price. Instead, the payment obligation of exercising holders’ under the Warrants will be netted against the shares otherwise due upon exercise and the exercising warrant holders will receive 0.2687 of a share of Common Stock for each Warrant surrendered for exercise. Any Warrants that remain unexercised at 5:00 p.m., New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.01 per Warrant.