[8-K] BitMine Immersion Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K – Item 7.01 (Reg FD)

On 22 Jul 2025, Bitmine Immersion Technologies, Inc. (NYSE American: BMNR) furnished a press release announcing that Ark Invest will participate in the company’s previously disclosed at-the-market (ATM) equity offering program. The release is filed as Exhibit 99.1 and, consistent with Reg FD, is deemed "furnished," not "filed," thus avoiding Exchange Act Section 18 liabilities and excluding incorporation into future Securities Act or Exchange Act filings unless specifically referenced.

Key Points

• Event date: 22 Jul 2025
• Ark Invest participation pertains to the existing ATM program; no new program terms were provided.
• No financial statements, pro-forma data, or other Items (e.g., 1.01, 2.02) were included.

Insights

Sell-side Equity Analyst

TL;DR: Ark Invest’s involvement in BMNR’s ATM program signals incremental institutional interest; limited quantitative detail keeps impact modest.

Ark Invest’s decision to buy shares through Bitmine’s standing ATM facility adds a recognizable institutional name to the shareholder base, often perceived as a confidence indicator for micro-cap issuers. However, the 8-K omits pricing, volume targets, or timing, preventing assessment of potential dilution or capital inflow magnitude. Because the disclosure is purely informational under Reg FD, it does not obligate Ark to purchase any minimum amount. Net impact is modestly positive—investor sentiment could improve, but valuation effects hinge on future ATM execution terms that remain undisclosed.

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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): July 22, 2025

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.)

10845 Griffith Peak Dr. #2

Las Vegas, NV 89135

(Address of principal executive office) (Zip Code)

(404) 816-8240

(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		NYSE American 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 7.01 Regulation FD Disclosure.

On July 22, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing Ark Invest’s participation in the Company’s previously announced at-the-market offering program. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1, 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, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 22, 2025.
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: July 22, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

FAQ

What did Bitmine Immersion Technologies (BMNR) disclose in the 8-K?

BMNR announced that Ark Invest will participate in its previously announced at-the-market equity offering program.

Is the Ark Invest press release considered "filed" or "furnished"?

The press release is furnished under Item 7.01, meaning it is not subject to Exchange Act Section 18 liabilities.

Were any financial statements or earnings figures included?

No. The 8-K contains no financial statements, pro-forma data, or earnings information.

Does the filing specify how many shares Ark Invest will buy?

No share quantity, pricing, or purchase schedule was disclosed.

Why is Ark Invest’s participation important to investors?

Involvement of a well-known institutional investor can signal confidence and may support liquidity for future ATM sales.