8-K

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): August 03, 2023

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39625	85-1614529
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1 Vanderbilt Avenue Floor 54 Suite C
New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(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
Common Stock, par value $0.001 per share	CIFR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	CIFRW	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 2.02 Results of Operations and Financial Condition.

On August 8, 2023, Cipher Mining Inc. (the “Company”) announced its results for the second quarter ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2023, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight directors and elected Robert Flatley as a director of the Company, effective immediately. Mr. Flatley will serve on the Audit Committee and the Compensation Committee.

Mr. Flatley's compensation will be consistent with that provided to all non-employee directors in accordance with the Company’s amended and restated non-employee director compensation practices described in “Executive and Director Compensation” of the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 23, 2023.

The Company’s Nominating and Corporate Governance Committee had recommended and nominated Mr. Flatley as a director candidate. There is no arrangement or understanding pursuant to which Mr. Flatley was appointed to the Board. There are no family relationships between Mr. Flatley and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K, and Mr. Flatley has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 8, 2023, the Company issued a press release announcing the appointment of Mr. Flatley to the Board. A copy of the press release is furnished in Exhibit 99.1 hereto and is incorporated by reference herein.

On August 8, 2023, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit Number	Description
99.1	Press Release of the Company, dated August 8, 2023
99.2	Presentation of the Company, dated August 8, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			Cipher Mining Inc.
Date:	August 8, 2023	By:	/s/ Tyler Page
			Tyler Page Chief Executive Officer

EX-99.1

Exhibit 99.1

Cipher Mining Provides Second Quarter 2023 Business Update

Achieved All-Time High Self-Mining Hash Rate Capacity of 6.8 Exahash per Second (“EH/s”) and on Track to Achieve 7.2 EH/s in Q3 2023

GAAP Diluted Net Loss of $0.05 per Share (Non-GAAP Diluted Net Income of $0.04 per Share)

Welcomes Robert Flatley to the Company’s Board of Directors

NEW YORK—August 8, 2023—Cipher Mining Inc.(NASDAQ: CIFR) ("Cipher" or the "Company"), a leading developer and operator of bitcoin mining data centers, today announced results for its second quarter 2023, with an update on its operations and deployment strategy.

"As we finalize the buildout of our Odessa facility, we are pleased to announce that we have achieved a self-mining capacity of 6.8 EH/s across our portfolio,” said Tyler Page, CEO of Cipher. "We are on track to complete Odessa in Q3 and bring our total self-mining capacity to 7.2 EH/s. As we complete the first phase of our build-out, we are exploring a growing list of expansion opportunities. With a strong balance sheet and best-in-class unit economics, we are well-positioned to move on to our next stage of growth, weather challenging markets, and come out a clear winner on the other side of the halving.”

Cipher also welcomes Robert Flatley, founder and Chief Executive Officer of TS Imagine, to the Company’s board of directors. “We are thrilled that Rob has agreed to serve on our board of directors,” said Mr. Page. “He brings over 30 years of experience in regulated financial services institutions and as a founder of four successful fintech companies. His leadership and guidance on our board will be invaluable as we continue to develop our best-in-class operations, trading and treasury management platform.”

Robert Flatley brings over 30 years of career experience that includes roles as Chief Executive Officer, founder, Managing Director, and board member of regulated financial services institutions and financial technology companies. Since 2021, Mr. Flatley has served as a director, the Chief Executive Officer and founder of TS Imagine, which was formed following the merger of Trading Screen and Imagine Software. From 2018 to 2019, Mr. Flatley served as a director and as President, Chief Financial Officer and Chief Operating Officer at New York Digital Investment Group (NYDIG). From 2010 to 2018, he served as a director and Chief Executive Officer of CoreOne Technologies. Earlier in his career, Mr. Flatley was a Managing Director at both Deutsche Bank Securities, and at Banc of America Securities. He has hands-on experience in various capital markets roles, including trading, securities and prime finance, building SaaS business models, market structure, quantitative trading, software development, and software M&A. He founded successful companies as a technology entrepreneur using both software and data-as-a-service models, and he was a founding employee of two statistically driven trading businesses at bulge bracket financial institutions. He earned a B.B.A. in Accounting from the University of Iowa in 1985.

Finance and Operations Updates

●Across its four initial data centers, Cipher has deployed 6.8 EH/s to date, and remains on track to achieve 7.2 EH/s of self-mining capacity by end of Q3 2023

●The Company produced a second quarter 2023 GAAP diluted net loss of $0.05 per share, and a non-GAAP diluted net income of $0.04 per share

●Robert Flatley, founder and Chief Executive Officer of TS Imagine, joins the Company’s board of directors

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.ciphermining.com. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

About Cipher

Cipher is an emerging technology company focused on the development and operation of bitcoin mining data centers. Cipher is dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of bitcoin mining data centers, expectations regarding the operations of mining centers, and management plans and objectives, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time

to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 14, 2023, and in Cipher's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Contact:

Josh Kane

Head of Investor Relations at Cipher Mining

josh.kane@ciphermining.com

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

	June 30, 2023			December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1,741		$	11,927
Accounts receivable		380			98
Receivables, related party		1,614			1,102
Prepaid expenses and other current assets		2,260			7,254
Bitcoin		10,536			6,283
Derivative asset		25,786			21,071
Total current assets		42,317			47,735
Property and equipment, net		267,790			191,784
Deposits on equipment		1,675			73,018
Investment in equity investees		33,098			37,478
Derivative asset		49,466			45,631
Operating lease right-of-use asset		4,635			5,087
Security deposits		17,742			17,730
Total assets	$	416,723		$	418,463
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,053		$	14,286
Accounts payable, related party		1,554			3,083
Accrued expenses and other current liabilities		22,746			19,353
Finance lease liability, current portion		11,189			2,567
Operating lease liability, current portion		1,087			1,030
Warrant liability		66			7
Total current liabilities		38,695			40,326
Asset retirement obligation		17,538			16,682
Finance lease liability		10,836			12,229
Operating lease liability		3,936			4,494
Deferred tax liability		2,508			1,840
Total liabilities		73,513			75,571
Commitments and contingencies (Note 12)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 254,795,626 and 251,095,305 shares issued as of June 30, 2023 and December 31, 2022, respectively, and 250,413,891 and 247,551,958 shares outstanding as of June 30, 2023 and December 31, 2022, respectively		254			251
Additional paid-in capital		473,471			453,854
Accumulated deficit		(130,511	)		(111,209	)
Treasury stock, at par, 4,381,735 and 3,543,347 shares at June 30, 2023 and December 31, 2022, respectively		(4	)		(4	)
Total stockholders’ equity		343,210			342,892
Total liabilities and stockholders’ equity	$	416,723		$	418,463

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenue - bitcoin mining	$	31,224		$	-		$	53,119		$	-
Costs and operating expenses (income)
Cost of revenue		15,868			-			24,009			-
General and administrative		21,335			16,704			38,755			34,094
Depreciation		14,412			8			26,067			15
Change in fair value of derivative asset		(3,222	)		-			(8,550	)		-
Power sales		(5,651	)		-			(5,749	)		-
Equity in losses of equity investees		1,431			12,079			2,181			12,232
Realized gain on sale of bitcoin		(4,185	)		-			(8,206	)		-
Impairment of bitcoin		2,828			535			4,633			539
Other gains		-			-			(2,260	)		-
Total costs and operating expenses		42,816			29,326			70,880			46,880
Operating loss		(11,592	)		(29,326	)		(17,761	)		(46,880	)
Other income (expense)
Interest income		25			44			101			51
Interest expense		(485	)		-			(886	)		-
Change in fair value of warrant liability		(22	)		63			(59	)		111
Other expense		(12	)		-			(12	)		-
Total other income (expense)		(494	)		107			(856	)		162
Loss before taxes		(12,086	)		(29,219	)		(18,617	)		(46,718	)
Current income tax expense		(31	)		-			(48	)		-
Deferred income tax expense		(584	)		-			(637	)		-
Total income tax expense		(615	)		-			(685	)		-
Net loss	$	(12,701	)	$	(29,219	)	$	(19,302	)	$	(46,718	)
Net loss per share - basic and diluted	$	(0.05	)	$	(0.12	)	$	(0.08	)	$	(0.19	)
Weighted average shares outstanding - basic and diluted		249,127,664			247,730,410			248,892,181			248,945,581

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2023			2022
Cash flows from operating activities
Net loss	$	(19,302	)	$	(46,718	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		26,067			15
Amortization of operating right-of-use asset		452			347
Share-based compensation		17,988			19,578
Equity in losses of equity investees		2,181			12,232
Impairment of bitcoin		4,633			539
Non-cash lease expense		878			-
Deferred income taxes		637			-
Bitcoin received as payment for services		(52,836	)		-
Change in fair value of derivative asset		(8,550	)		-
Change in fair value of warrant liability		59			(111	)
Realized gain on sale of bitcoin		(8,206	)		-
Changes in assets and liabilities:
Proceeds from sale of bitcoin		52,474			-
Accounts receivable		(282	)		-
Receivables, related party		(512	)		(467	)
Prepaid expenses and other current assets		4,994			4,134
Security deposits		(12	)		(1,065	)
Accounts payable		(184	)		104
Accounts payable, related party		(1,529	)		-
Accrued expenses and other current liabilities		6,323			1,209
Lease liabilities		(594	)		271
Net cash provided by (used in) operating activities		24,679			(9,932	)
Cash flows from investing activities
Deposits on equipment		(2,932	)		(156,811	)
Purchases of property and equipment		(28,541	)		(13,069	)
Capital distributions from equity investees		3,807			10,065
Investment in equity investees		(3,095	)		-
Prepayments on financing lease		(3,676	)		-
Net cash used in investing activities		(34,437	)		(159,815	)
Cash flows from financing activities
Proceeds from the issuance of common stock		2,821			-
Offering costs paid for the issuance of common stock		(76	)		-
Repurchase of common shares to pay employee withholding taxes		(1,114	)		(3,052	)
Principal payments on financing lease		(2,059	)		-
Net cash used in financing activities		(428	)		(3,052	)
Net decrease in cash and cash equivalents		(10,186	)		(172,799	)
Cash and cash equivalents, beginning of the period		11,927			209,841
Cash and cash equivalents, end of the period	$	1,741		$	37,042
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	$	72,130			-
Right-of-use asset obtained in exchange for finance lease liability	$	14,212			-
Finance lease costs in accrued expenses	$	2,034			-
Equity method investment acquired for non-cash consideration	$	1,926			75,933
Sales tax accruals reversed due to exemption	$	1,837			-
Bitcoin received from equity investees	$	317			1,326
Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses	$	-			5,459
Deposits on equipment in accounts payable and accounts payable, related party	$	-			10,972
Common stock cancelled	$	-			10,000
Right-of-use asset obtained in exchange for operating lease liability	$	-			5,859
Investment in equity investees in accrued expenses	$	-			4,345
Reclassification of deferred investment costs to investment in equity investees	$	-			174

Non-GAAP Financial Measures

The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of (i) depreciation and amortization, (ii) the non-cash change in the fair value of our derivative asset (iii) share-based compensation expense and (iv) nonrecurring gains, to its most directly comparable GAAP measure for the periods indicated (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Reconciliation of non-GAAP income (loss) from operations:
Operating loss	$	(11,592	)	$	(29,326	)	$	(17,761	)	$	(46,880	)
Depreciation and amortization		14,642			8			26,519			15
Change in fair value of derivative asset		(3,222	)		-			(8,550	)		-
Share-based compensation expense		9,178			10,064			17,988			19,578
Other gains - nonrecurring		-			-			(2,255	)		-
Non-GAAP income (loss) from operations	$	9,006		$	(19,254	)	$	15,941		$	(27,287	)

The following are reconciliations of our non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) per share, in each case excluding the impact of (i) depreciation and amortization (ii) the non-cash change in the fair value of our derivative asset, (iii) share-based compensation expense, (iv) nonrecurring gains, (v) the non-cash change in the fair value of our warrant liability and (vi) deferred income tax expense, to the most directly comparable GAAP measures for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Reconciliation of non-GAAP net income (loss):
Net loss	$	(12,701	)	$	(29,219	)	$	(19,302	)	$	(46,718	)
Non-cash adjustments to net loss:
Depreciation and amortization		14,642			8			26,519			15
Change in fair value of derivative asset		(3,222	)		-			(8,550	)		-
Share-based compensation expense		9,178			10,064			17,988			19,578
Other gains - nonrecurring		-			-			(2,255	)		-
Change in fair value of warrant liability		(22	)		63			(59	)		111
Deferred income tax expense		(584	)		-			(637	)		-
Total non-cash adjustments to net loss		19,992			10,135			33,006			19,704
Non-GAAP net income (loss)	$	7,291		$	(19,084	)	$	13,704		$	(27,014	)
Reconciliation of non-GAAP basic and diluted net income (loss) per share:
Basic and diluted net loss per share	$	(0.05	)	$	(0.12	)	$	(0.08	)	$	(0.19	)
Depreciation and amortization (per share)	$	0.06			-			0.11			-
Change in fair value of derivative asset (per share)	$	(0.01	)		-			(0.03	)		-
Share-based compensation expense (per share)	$	0.04			0.04			0.07			0.08
Other gains - nonrecurring (per share)	$	-			-			(0.01	)		-
Change in fair value of warrant liability (per share)	$	-			-			-			-
Deferred income tax expense (per share)	$	-			-			-			-
Non-GAAP basic and diluted net income (loss) per share	$	0.04		$	(0.08	)	$	0.06		$	(0.11	)

###

EX-99.2

Presentation for Business Update August 8, 2023

Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this communication that are not statements of historical fact, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of bitcoin mining data centers, and management plans and objectives, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2022, and in Cipher's subsequent filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Non-GAAP Financial Measures We use non-GAAP financial measures to assess and analyze our operational results and trends and to make financial and operational decisions. We believe these non-GAAP financial measures are useful to investors because they provide greater transparency regarding our operating performance. The non-GAAP financial measures included in this presentation should not be considered alternatives to measurements required by GAAP, and should not be considered measures of liquidity. These non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. Reconciliation of non-GAAP financial measures and GAAP financial measures are included in the tables accompanying this presentation. Reported results are presented in accordance with GAAP, whereas adjusted results are GAAP results adjusted to exclude the impact of (i) depreciation of fixed assets, (ii) change in fair value of warrant liability, (iii) non-cash change in fair value of our derivative asset and (iv) stock compensation expense. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved.

Positioned to Win – The Halving is Coming Long lead time items acquired for 30 MW expansions at Bear & Chief data centers ERCOT approval for supplemental grid connection at Alborz 117 MW capacity at new JV data centers slated for 2024 Potential acquisition opportunities likely to build ahead of the 2024 halving ~2.7cAnticipated Weighted Avg. Power Price (c/kWh)(1) 70k+Owned Rigs Represents the expected weighted average power price at Cipher’s current sites GROWTH UPDATES BUILT TO SUCCEED ~96%of Portfolio Energized Through Fixed Price Power 32Cipher Employees

Key Indicators as of July 31, 2023 16.5 BTC Production Capacity(2) 518 BTC BTC Held 2,831 BTC Year to Date Production 418 BTC Monthly Production July 6.8 EH/s Current 8.7 EH/s Near-Term Expansion Potential(1) Self-Mining Hash rate Note: Values represented are approximations Assumes an efficiency of 21.5 J/TH/s per rig for 30 MW expansion at Bear, 30 MW expansion at Chief and 10 MW expansion at Alborz data centers Assumes network hash rate of 378 EH/s and 921 bitcoins mined per day 7.2 EH/s Q3 2023E

Cipher Mining’s Business Model At certain sites, Cipher can opportunistically elect to use power at data center or sell to the market The block reward is cut in half after every 210,000 blocks are mined (~every 4 years); the latest revision was in May 2020 POWER SOURCE MINING EQUIPMENT BITCOIN NETWORK Data center revenue includes a reward for the block mined, transaction fees, and potential power sales(1) Average block time is 10 minutes Time for Bitcoin system to mine a new block Block reward based on ratio of data center’s computing power to that of entire Bitcoin network Current block reward amounts to 6.25 bitcoins per block(2) Transaction fees are additional bitcoin paid to miners for confirming transactions Bitcoin Mining Dynamics Electricity Electricity Cost Computing Power Transaction Fees Bitcoin Reward Transaction Processing Assignment of Rewards 5

BlackRock Files Bitcoin Spot ETF $25,127 | June 15 Market Update Represents average USD market price across major Bitcoin exchanges from June 1, 2023, to July 31, 2023, per data.nasdaq.com Bitcoin price $USD(1) Implications Increasing Institutional Involvement in BTC Range-Bound BTC and Rising Network Hash Rate Stresses Competitors Ahead of Halving M&A Opportunities Current emphasis SEC Sues Coinbase $25,747 | June 6 1 2 3 SEC Sues Binance $27,125 | June 5 Fidelity Refiles Bitcoin Spot ETF $30,084 | June 29 VanEck Refiles Bitcoin Spot ETF $30,449 | June 30 Optimize Production SEC v. Ripple Initial Ruling $30,392 | July 13 EDX Markets Launches Crypto Exchange $26,849 | June 20 WisdomTree & Invesco Refiles Bitcoin Spot ETF $26,849 | June 20 Deutsche Bank Applies for Digital Asset License $26,849 | June 20 Find Cyclical Opportunities Expansion Planning FIT Bill Passes House Committees $29,345 | July 27

Data Centers Update ~$8,034 Weighted Avg. Electricity Cost per BTC(1) Odessa ~$8,308 all-in electricity cost per BTC(2) 90.0% of BTC production(3) Alborz ~$6,312 all-in electricity cost per BTC(4) 5.7% of BTC production(3) Bear & Chief ~$6,511 all-in electricity cost per BTC(5) 4.3% of BTC production(3) Steady Scaling KEY UPDATES Reflects weighted average all-in electricity cost from January to June 2023; June 2023 represents the latest electricity bills received Reflects electricity cost from January to June 2023, including TDU charges and net of revenue generated from opportunistic power sales; June 2023 represents the latest electricity bill received Reflects percentage of Cipher’s July BTC production Reflects electricity cost from January to June 2023, including taxes, customer charges, and 2021 storm surcharge; June 2023 represents the latest electricity bill received Reflects combined electricity cost from January to June 2023, including taxes, settlement charges, TSDP charges, and assumes the continued avoidance of material 4CP charges through August & September; June 2023 represents the latest electricity bills received 7 Hash Rate Growth

Operational Highlights Reflects percentage of Cipher’s July BTC production As of July 31, 2023 Reflects electricity cost from January to June 2023, including TDU charges and net of revenue generated from opportunistic power sales; June 2023 represents the latest electricity bill received Estimated for July 2023; assumes full up-time, network hash rate of 378 EH/s and 921 bitcoins mined per day odessa All-in Electricity Cost per BTC(3) ~14.2 Daily BTC Mining Capacity(4) ~5.8 EH/s 193 MW Operating Capacity(2) ~2,443 BTC Mined YTD(2) Odessa – 90.0% of BTC Production(1) ~$8,308 Hash Rate Deployed (EH/s) Odessa Growth Timeline ~6.2 EH/s Q3 2023 ~4.7 EH/s March ~5.7 EH/s June April ~5.0 EH/s May ~5.0 EH/s July ~5.8 EH/s

Operational Highlights Reflects percentage of Cipher’s July BTC production Joint venture with WindHQ LLC, of which Cipher owns ~0.64 EH/s YTD through July 2023; joint venture with WindHQ LLC, of which Cipher owns ~227 BTC Reflects electricity cost from January to June 2023, including taxes, customer charges, and 2021 storm surcharge; June 2023 represents the latest electricity bill received Estimated for July 2023; assumes full up-time, network hash rate of 378 EH/s and 921 bitcoins mined per day Alborz ~$6,312 All-in Electricity Cost per BTC(4) ~3.17 Daily BTC Mining Capacity(5) ~1.3 EH/s 40 MW Operating Capacity(2) ~464 BTC Mined YTD(3) Alborz – 5.7% of BTC Production(1)

Operational Highlights Bear & Chief Reflects percentage of Cipher’s July BTC production Joint venture with WindHQ LLC, of which Cipher owns ~0.32 EH/s YTD through July 2023; joint venture with WindHQ LLC, of which Cipher owns ~160 BTC Represents expansion capacity up to 135 MW at each site; expansion capacity above 75 MW at each site is subject to ERCOT approval Reflects combined electricity cost from January to June 2023, including taxes, settlement charges, TSDP charges, and assumes the continued avoidance of material 4CP charges through August & September; June 2023 represents the latest electricity bills received Estimated for July 2023; assumes full up-time, network hash rate of 378 EH/s and 921 bitcoins mined per day ~$6,511 All-in Electricity Cost per BTC(5) ~1.58 Daily BTC Mining Capacity(6) ~0.65 EH/s 20 MW Operating Capacity(2) ~327 BTC Mined YTD(3) Bear & Chief – 4.3% of BTC Production(1) Expansion Capacity up to 270 MW(4)

Financial Update

  June 30, 2023     December 31, 2022     (unaudited)         ASSETS           Current assets           Cash and cash equivalents $ 1,741     $ 11,927   Accounts receivable   380       98   Receivables, related party   1,614       1,102   Prepaid expenses and other current assets   2,260       7,254   Bitcoin   10,536       6,283   Derivative asset   25,786       21,071   Total current assets   42,317       47,735   Property and equipment, net   267,790       191,784   Deposits on equipment   1,675       73,018   Investment in equity investees   33,098       37,478   Derivative asset   49,466       45,631   Operating lease right-of-use asset   4,635       5,087   Security deposits   17,742       17,730   Total assets $ 416,723     $ 418,463   LIABILITIES AND STOCKHOLDERS’ EQUITY           Current liabilities           Accounts payable $ 2,053     $ 14,286   Accounts payable, related party   1,554       3,083   Accrued expenses and other current liabilities   22,746       19,353   Finance lease liability, current portion   11,189       2,567   Operating lease liability, current portion   1,087       1,030   Warrant liability   66       7   Total current liabilities   38,695       40,326   Asset retirement obligation   17,538       16,682   Finance lease liability   10,836       12,229   Operating lease liability   3,936       4,494   Deferred tax liability   2,508       1,840   Total liabilities   73,513       75,571   Commitments and contingencies (Note 12)           Stockholders’ equity           Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022   -       -   Common stock, $0.001 par value, 500,000,000 shares authorized, 254,795,626 and 251,095,305 shares issued as of June 30, 2023 and December 31, 2022, respectively, and 250,413,891 and 247,551,958 shares outstanding as of June 30, 2023 and December 31, 2022, respectively   254       251   Additional paid-in capital   473,471       453,854   Accumulated deficit   (130,511 )     (111,209 ) Treasury stock, at par, 4,381,735 and 3,543,347 shares at June 30, 2023 and December 31, 2022, respectively   (4 )     (4 ) Total stockholders’ equity   343,210       342,892   Total liabilities and stockholders’ equity $ 416,723     $ 418,463   Consolidated Balance Sheets Note: In thousands, except for share and per share amounts

  Three Months Ended June 30,     Six Months Ended June 30,     2023     2022     2023     2022   Revenue - bitcoin mining $ 31,224     $ -     $ 53,119     $ -   Costs and operating expenses (income)                       Cost of revenue   15,868       -       24,009       -   General and administrative   21,335       16,704       38,755       34,094   Depreciation   14,412       8       26,067       15   Change in fair value of derivative asset   (3,222 )     -       (8,550 )     -   Power sales   (5,651 )     -       (5,749 )     -   Equity in losses of equity investees   1,431       12,079       2,181       12,232   Realized gain on sale of bitcoin   (4,185 )     -       (8,206 )     -   Impairment of bitcoin   2,828       535       4,633       539   Other gains   -       -       (2,260 )     -   Total costs and operating expenses   42,816       29,326       70,880       46,880   Operating loss   (11,592 )     (29,326 )     (17,761 )     (46,880 ) Other income (expense)                       Interest income   25       44       101       51   Interest expense   (485 )     -       (886 )     -   Change in fair value of warrant liability   (22 )     63       (59 )     111   Other expense   (12 )     -       (12 )     -   Total other income (expense)   (494 )     107       (856 )     162   Loss before taxes   (12,086 )     (29,219 )     (18,617 )     (46,718 ) Current income tax expense   (31 )     -       (48 )     -   Deferred income tax expense   (584 )     -       (637 )     -   Total income tax expense   (615 )     -       (685 )     -   Net loss $ (12,701 )   $ (29,219 )   $ (19,302 )   $ (46,718 ) Net loss per share - basic and diluted $ (0.05 )   $ (0.12 )   $ (0.08 )   $ (0.19 ) Weighted average shares outstanding - basic and diluted   249,127,664       247,730,410       248,892,181       248,945,581   Consolidated Statement of Operations Note: In thousands, except for share and per share amounts

    Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Reconciliation of non-GAAP income (loss) from operations:                         Operating loss   $ (11,592 )   $ (29,326 )   $ (17,761 )   $ (46,880 ) Depreciation and amortization     14,642       8       26,519       15   Change in fair value of derivative asset     (3,222 )     -       (8,550 )     -   Share-based compensation expense     9,178       10,064       17,988       19,578   Other gains - nonrecurring     -       -       (2,255 )     -   Non-GAAP income (loss) from operations   $ 9,006     $ (19,254 )   $ 15,941     $ (27,287 )     Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Reconciliation of non-GAAP net income (loss):                         Net loss   $ (12,701 )   $ (29,219 )   $ (19,302 )   $ (46,718 ) Non-cash adjustments to net loss:                         Depreciation and amortization     14,642       8       26,519       15   Change in fair value of derivative asset     (3,222 )     -       (8,550 )     -   Share-based compensation expense     9,178       10,064       17,988       19,578   Other gains - nonrecurring     -       -       (2,255 )     -   Change in fair value of warrant liability     (22 )     63       (59 )     111   Deferred income tax expense     (584 )     -       (637 )     -   Total non-cash adjustments to net loss     19,992       10,135       33,006       19,704   Non-GAAP net income (loss)   $ 7,291     $ (19,084 )   $ 13,704     $ (27,014 )                                                     Reconciliation of non-GAAP basic and diluted net income (loss) per share:                         Basic and diluted net loss per share   $ (0.05 )   $ (0.12 )   $ (0.08 )   $ (0.19 ) Depreciation and amortization (per share)   $ 0.06       -       0.11       -   Change in fair value of derivative asset (per share)   $ (0.01 )     -       (0.03 )     -   Share-based compensation expense (per share)   $ 0.04       0.04       0.07       0.08   Other gains - nonrecurring (per share)   $ -       -       (0.01 )     -   Change in fair value of warrant liability (per share)   $ -       -       -       -   Deferred income tax expense (per share)   $ -       -       -       -   Non-GAAP basic and diluted net income (loss) per share   $ 0.04     $ (0.08 )   $ 0.06     $ (0.11 ) Non-GAAP Measures Note: In thousands, except for per share amounts The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of depreciation and amortization non-cash change in fair value of our derivative asset share-based compensation expense nonrecurring gains, to its most directly comparable GAAP measure for the periods indicated: The following are reconciliations of our non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) per share, in each case excluding the impact of (i) depreciation and amortization, (ii) the non-cash change in the fair value of our derivative asset, (iii) share-based compensation expense, (iv) nonrecurring gains, (v) the non-cash change in the fair value of our warrant liability and (vi) deferred income tax expense, to the most directly comparable GAAP measures for the periods indicated:

Appendix

  Common Stock     Additional     Accumulated     Treasury Stock     Total     Shares     Amount     Paid-in Capital     Deficit     Shares     Amount     Stockholders’ Equity   Balance as of March 31, 2022   253,685,763     $ 254     $ 431,899     $ (89,655 )     (3,511,490 )   $ (4 )   $ 342,494   Common stock cancelled   (2,890,173 )     (3 )     (9,997 )     -       -       -       (10,000 ) Delivery of common stock underlying restricted stock units   205,482       -       -       -       -       -       -   Share-based compensation   -       -       10,064       -       -       -       10,064   Net loss   -       -       -       (29,219 )     -       -       (29,219 ) Balance as of June 30, 2022   251,001,072     $ 251     $ 431,966     $ (118,874 )   $ (3,511,490 )   $ (4 )   $ 313,339     Common Stock     Additional     Accumulated     Treasury Stock     Total     Shares     Amount     Paid-in Capital     Deficit     Shares     Amount     Stockholders’ Equity   Balance as of March 31, 2023   253,050,088     $ 253     $ 462,181     $ (117,810 )     (4,144,081 )   $ (4 )   $ 344,620   Issuance of common shares, net of offering costs - At-the-market offering   978,207       1       2,744       -       -       -       2,745   Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement   674,817       -       (632 )     -       (237,654 )     -       (632 ) Share-based compensation   92,514       -       9,178       -       -       -       9,178   Net loss   -       -       -       (12,701 )     -       -       (12,701 ) Balance as of June 30, 2023   254,795,626     $ 254     $ 473,471     $ (130,511 )     (4,381,735 )   $ (4 )   $ 343,210   Statements of Changes in Stockholders’ Equity (Deficit) Note: In thousands, except for share amounts Three Months Ended June 30, 2023 Three Months Ended June 30, 2022

  Six Months Ended June 30,     2023     2022   Cash flows from operating activities           Net loss $ (19,302 )   $ (46,718 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:           Depreciation   26,067       15   Amortization of operating right-of-use asset   452       347   Share-based compensation   17,988       19,578   Equity in losses of equity investees   2,181       12,232   Impairment of bitcoin   4,633       539   Non-cash lease expense   878       -   Deferred income taxes   637       -   Bitcoin received as payment for services   (52,836 )     -   Change in fair value of derivative asset   (8,550 )     -   Change in fair value of warrant liability   59       (111 ) Realized gain on sale of bitcoin   (8,206 )     -   Changes in assets and liabilities:           Proceeds from sale of bitcoin   52,474       -   Accounts receivable   (282 )     -   Receivables, related party   (512 )     (467 ) Prepaid expenses and other current assets   4,994       4,134   Security deposits   (12 )     (1,065 ) Accounts payable   (184 )     104   Accounts payable, related party   (1,529 )     -   Accrued expenses and other current liabilities   6,323       1,209   Lease liabilities   (594 )     271   Net cash provided by (used in) operating activities   24,679       (9,932 ) Cash flows from investing activities           Deposits on equipment   (2,932 )     (156,811 ) Purchases of property and equipment   (28,541 )     (13,069 ) Capital distributions from equity investees   3,807       10,065   Investment in equity investees   (3,095 )     -   Prepayments on financing lease   (3,676 )     -   Net cash used in investing activities   (34,437 )     (159,815 ) Cash flows from financing activities           Proceeds from the issuance of common stock   2,821       -   Offering costs paid for the issuance of common stock   (76 )     -   Repurchase of common shares to pay employee withholding taxes   (1,114 )     (3,052 ) Principal payments on financing lease   (2,059 )     -   Net cash used in financing activities   (428 )     (3,052 ) Net decrease in cash and cash equivalents   (10,186 )     (172,799 ) Cash and cash equivalents, beginning of the period   11,927       209,841   Cash and cash equivalents, end of the period $ 1,741     $ 37,042   Supplemental disclosure of noncash investing and financing activities           Reclassification of deposits on equipment to property and equipment $ 72,130       -   Right-of-use asset obtained in exchange for finance lease liability $ 14,212       -   Finance lease costs in accrued expenses $ 2,034       -   Equity method investment acquired for non-cash consideration $ 1,926       75,933   Sales tax accruals reversed due to exemption $ 1,837       -   Bitcoin received from equity investees $ 317       1,326   Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses $ -       5,459   Deposits on equipment in accounts payable and accounts payable, related party $ -       10,972   Common stock cancelled $ -       10,000   Right-of-use asset obtained in exchange for operating lease liability $ -       5,859   Investment in equity investees in accrued expenses $ -       4,345   Reclassification of deferred investment costs to investment in equity investees $ -       174   Consolidated Statement of Cash Flows Note: In thousands

XML

Document And Entity Information	Aug. 03, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2023
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Entity Emerging Growth Company	true
Securities Act File Number	001-39625
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	1 Vanderbilt Avenue
Entity Address, Address Line Two	Floor 54
Entity Address, Address Line Three	Suite C
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(332)
Local Phone Number	262-2300
Entity Information, Former Legal or Registered Name	N/A
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Common Stock Par Value Point Zero Zero One Per Share Member
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Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of Eleven Point Five Zero Per Whole Share Member
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ