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

Rhea-AI Filing Summary

BitMine Immersion Technologies, Inc. entered into Controlled Equity Offering SM sales agreements with Cantor Fitzgerald & Co. and ThinkEquity LLC to sell shares of its common stock through an at-the-market offering. The prospectus authorizing the ATM was initially sized at $2,000,000,000, was subsequently increased to $4,500,000,000, and has been further amended to permit sales having an aggregate offering price of $24,500,000,000.

The filing states the legal opinion of Winston & Strawn LLP is included as Exhibit 5.1 and emphasizes that the report is not an offer to sell stock. The amendment expands the company’s capacity to raise equity capital over time; the company has not disclosed any specific share issuances under the program.

Positive

• ATM capacity expanded to $24.5 billion, providing substantial capital-raising flexibility
• Agents appointed (Cantor Fitzgerald & Co. and ThinkEquity LLC), indicating established distribution channels
• Legal opinion included (Winston & Strawn LLP) and disclosed as Exhibit 5.1, supporting legality of potential issuance

Negative

• Potential dilution if the company elects to sell shares under the expanded ATM facility
• Large authorized offering creates the possibility of increased share supply that could pressure the market if executed

Insights

Financial Analyst

Large ATM increase meaningfully expands BitMine's equity-raising capacity and may affect share supply.

The amendment raising the ATM facility to $24.5 billion materially increases the maximum proceeds the company may obtain by selling common stock over time. From a capital-structure perspective, this provides substantial financing flexibility without an immediate issuance, but it also creates a meaningful pool of potential new supply that could be sold into the market in the future. Investors should note that the filing does not disclose any actual share sales to date; it only increases the authorized capacity under the prospectus.

Corporate Governance Expert

Use of standard ATM mechanics with named agents and counsel signals formal readiness to access equity markets.

The company executed Controlled Equity Offering SM agreements with Cantor Fitzgerald & Co. and ThinkEquity LLC and filed prospectus supplements to substantially increase the offering cap, while attaching a legal opinion from Winston & Strawn LLP as Exhibit 5.1. Those steps reflect conventional governance and disclosure processes for establishing a large at-the-market facility. The report reiterates that it is not an offer to sell securities and does not announce any sales completed under the facility.

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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): August 12, 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 8.01 Other Events.

As previously disclosed, on July 9, 2025, pursuant to an “at the market offering” prospectus (the “Prospectus”) contained in the Shelf Registration Statement on Form S-3ASR (File No. 333-288579) of Bitmine Immersion Technologies, Inc. (the “Company”), the Company entered into a Controlled Equity Offering^SM Sales Agreement with each of Cantor Fitzgerald & Co. and ThinkEquity LLC (each, an “Agent,” and together, the “Agents”) to sell shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $2,000,000,000 (the “Shares”) from time to time, through an at-the-market offering (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On July 24, 2025, the Company filed a prospectus supplement to amend the Prospectus with the Securities and Exchange Commission (the “SEC”) to increase the number of Shares that may be sold in the ATM Offering to $4,500,000,000.

On August 12, 2025, the Company filed a prospectus supplement to further amend the Prospectus with the SEC to increase the number of Shares that may be sold in the ATM Offering to $24,500,000,000.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the Shares pursuant to the ATM Offering, is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Winston & Strawn LLP
23.1		Consent of Winston & Strawn LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: August 12, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

FAQ

What did BitMine (BMNR) disclose in this 8-K about an ATM offering?

BitMine disclosed Controlled Equity Offering SM sales agreements with Cantor Fitzgerald & Co. and ThinkEquity LLC to sell common stock through an at-the-market offering.

How large is the revised ATM offering capacity for BMNR?

The prospectus was amended to permit aggregate sales of common stock up to $24,500,000,000 under the ATM offering.

Who are the agents for BitMine’s ATM offering (BMNR)?

Cantor Fitzgerald & Co. and ThinkEquity LLC are named as the agent dealers for the ATM sales agreement.

Does this filing mean BitMine has sold shares under the ATM?

No; the filing amends the prospectus to increase authorized capacity and does not disclose any completed share sales.

Is there legal documentation attached to the filing for BMNR’s ATM?

Yes; the legal opinion of Winston & Strawn LLP regarding the issuance and sale of the shares is attached as Exhibit 5.1.