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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): September 4, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 4, 2025, BitMine Immersion Technologies, Inc. (the “Company”), entered into an Independent Contractor
Agreement (the “Agreement”) with Ryan Ramnath to continue serving as the Company’s Chief Operating Officer.
The Agreement has a one-year term and automatically renews for successive one-year terms unless either the Company or Mr. Ramnath provides
written notice of their intention not to renew no later than 30 calendar days before the end of a term.
Mr.
Ramnath’s compensation under the Agreement is $10,000 per month payable on the last business day of each calendar month, as well
as reimbursement for eligible reimbursable expenses as approved by the Company’s Chief Executive Officer. Upon termination of the
Agreement, Mr. Ramnath is entitled to payment for services rendered prior to the termination date. The Agreement also contains customary
provisions regarding confidential information, non-competition and non-solicitation.
The
foregoing description is only a summary of the Independent Contractor Agreement and is qualified in its entirety by reference to a copy
of the Independent Contractor Agreement attached as Exhibits 10.1 to this Current Report and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Independent Contractor Agreement between BitMine Immersion Technologies, Inc. and Ryan Ramnath, dated September 4, 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:
September 9, 2025 |
By: |
/s/
Jonahtan Bates |
| |
Name: |
Jonathan
Bates |
| |
Title: |
Chief
Executive Officer |
