BITMINE IMMERSION TECHNOLOGIES, INC.

8-K · form8-k.htm

0001829311

 2026-06-04
 2026-06-04

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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): June 4, 2026

  

 BITMINE
IMMERSION TECHNOLOGIES, INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-42675
  
 84-3986354

 (State
 or other jurisdiction

 of incorporation or organization)
  
 (Commission

 File Number)
  
 (IRS
 Employer

 Identification No.)

  

 800
Connecticut Avenue

 Norwalk ,
 Connecticut 06854

 (Address
of principal executive office) (Zip Code)

  

 203 - 401-8200

 (Registrants’
telephone number, including area code)

  

 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 $0.0001
  
 BMNR
  
 The
 New York Stock Exchange

  

 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 1.01
 Entry
 into a Material Definitive Agreement.

  

 On
June 4, 2026, Bitmine Immersion Technologies, Inc. (the “ Company ”) entered into an underwriting agreement (the
“ Underwriting Agreement ”) with Moelis & Company LLC and Cantor Fitzgerald & Co. (the “ Underwriters ”),
relating to the issuance and sale in an underwritten offering (the “ Offering ”) of 3,500,000 shares (the
“ Shares ”) of the Company’s 9.50% Series A Perpetual Preferred Stock, par value $0.0001 per share (the
“ Series A Preferred Stock ”), at a public offering price of $80.00 per share. The issuance and sale of
the Series A Preferred Stock are scheduled to settle on June 10, 2026, subject to customary closing conditions. Certain terms
of the Series A Preferred Stock are described in more detail in the Company’s press release announcing the pricing of the Offering,
which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

  

 The
Company estimates that the net proceeds from the Offering will be approximately $273.8 million, after deducting underwriting discounts
and commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the Offering for
general corporate purposes, which may include the acquisition of additional ETH and other digital assets, the expansion of staking and
validator infrastructure, including through the Made in America VAlidator Network, working capital, strategic investments aligned with
the Ethereum ecosystem and broader digital asset adoption, and repurchases of its common stock under the Company’s share repurchase
program.

  

 The
Underwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties, and termination provisions.

  

 The
Offering is being made pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-288579) on file with
the Securities and Exchange Commission. The Offering will be made only by means of a prospectus supplement and an accompanying prospectus.

  

 The
foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

  

 Item 8.01
 Other
 Events.

  

 On
June 5, 2026, the Company issued a press release (the “ Press Release ”) relating to the pricing of the
Offering. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

  

 Neither
this Current Report on Form 8-K nor the Press Release attached hereto constitute an offer to sell or the solicitation of an offer to
buy any securities.

  

  

  

  

 Item
9.01 Financial Statements and Exhibits

  

 (d)
Exhibits.

  

 Exhibit
 No.
  
 Description

 1.1
  
 Underwriting Agreement, dated June 4, 2026.

 99.1
  
 Press
 Release, dated June 5, 2026.

 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 thereunto duly authorized.

  

  
 Bitmine
 Immersion Technologies, Inc.

  
  
  

 Dated:
 June 5, 2026
 By:
 /s/
 Chi Tsang

  
 Name:
 Chi
 Tsang

  
 Title:
 Chief
 Executive Officer