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

Rhea-AI Filing Summary

Schedule 13D/A highlights Tang Capital Management, Kevin Tang and affiliated investment vehicles disclosed updated ownership and transaction details regarding Cargo Therapeutics, Inc. ("CRGX").

• Beneficial ownership: The reporting group controls 3,059,630 common shares, representing 6.6 % of the 46,113,353 shares outstanding. Voting and dispositive power over the shares is shared among Tang Capital Management, Tang Capital Partners (TCP), Tang Capital Partners International (TCPI) and Kevin Tang.
• Source of funds: Approximately $22 million of working capital from TCP and TCPI, held in margin accounts, was used to acquire the stake.
• New strategic development – signed Merger Agreement (7 July 2025):
  • Buyer: Concentra Biosciences, LLC; vehicle: Concentra Merger Sub VII, Inc.
  • Tender-offer price: $4.379 in cash per CRGX share plus one contingent value right (CVR).
  • Subsequent merger: Merger Sub will merge into Cargo Therapeutics, with Cargo surviving as a Concentra subsidiary.
  • Key closing conditions: (i) >50 % of outstanding shares tendered; (ii) Closing Net Cash ≥ $217.5 million; (iii) customary regulatory and procedural conditions.
  • Limited guaranty: TCP provided a guarantee capped at $213.1 million for certain obligations under the Merger Agreement.
  • CVR structure: Holders will be entitled to (i) 100 % of Closing Net Cash above $217.5 million, and (ii) 80 % of net proceeds from any sale, transfer or license of CRG-022, CRG-023 or the company’s allogeneic platform occurring within two years post-merger, subject to a $250 k expense cap.
• No recent trading activity: The reporting persons executed no CRGX share transactions during the past 60 days.

The amendment primarily informs investors of the cash-and-CVR takeover proposal, outlines financial protections (guaranty, cash threshold) and updates the group’s unchanged 6.6 % ownership position.

Positive

• Definitive Merger Agreement offering shareholders $4.379 cash per share plus a CVR, creating an immediate liquidity event with additional upside potential.
• Tang Capital’s $213.1 m limited guaranty strengthens deal certainty by backing Concentra’s obligations.
• Cash floor of $217.5 m protects acquirer and indirectly signals Cargo’s strong balance sheet.
• Reporting persons maintain 6.6 % aligned ownership, demonstrating continued stakeholder commitment.

Negative

• Tender offer requires >50 % shareholder acceptance and maintenance of $217.5 m net cash; failure to meet conditions could terminate the deal.
• CVR payments are contingent on asset sales or excess cash; investors face uncertainty on future value realisation.

Insights

M&A Specialist

TL;DR: 13D/A reveals Concentra cash & CVR bid; Tang group owns 6.6 % and provides $213 m guaranty—transaction appears shareholder-friendly but conditional.

Analysis: The filing signals a binding Merger Agreement valuing CRGX at $4.379 per share in cash plus upside via a CVR tied to excess closing cash and monetisation of three CAR-T assets within two years. Tender-offer completion hinges on a majority-support condition and maintenance of at least $217.5 m net cash, limiting balance-sheet risk for the acquirer. Tang Capital’s guaranty further secures deal performance and demonstrates commitment. With only 6.6 % ownership, Tang cannot unilaterally control the outcome, but its public endorsement and financial backing may encourage broader shareholder acceptance. The CVR introduces uncertainty yet provides potential upside if asset sales occur. Overall, the disclosure is material and broadly positive for CRGX holders, contingent on successful tender close.

Healthcare Equity Analyst

TL;DR: Tang updates 6.6 % stake; takeover offers cash plus performance-linked CVR—good liquidity event but dependent on majority tender & cash floor.

For investors, the headline is the pending acquisition that crystallises near-term value at $4.379/share and preserves upside through CVRs tied to CRG-022, CRG-023 and the allogeneic platform. The $217.5 m cash floor reduces downside risk for Concentra yet could imperil the deal if Cargo burns cash before close. Lack of competing bids or disclosed fairness opinions leaves valuation context unknown. Still, limited recent trading by Tang suggests confidence in the agreed price. From a biotech perspective, transferring development risk to Concentra while retaining economic interest via CVR is strategically sensible. Impact: high, leaning positive pending condition satisfaction.

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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 9, 2025

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-42675 (Commission File Number) 84-3986354 (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 1.01 Entry into a Material Definitive Agreement.

On July 9, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) entered into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and ThinkEquity LLC (“ThinkEquity”) (each, an “Agent” and together, the “Agents”), pursuant to which the Company, from time to time, at its option may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (the “Company Common Stock”), to or through Cantor, acting as principal and/or the sole designated sales agent having an aggregate sales price of up to $2,000,000,000 (the “ATM Offering”).

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification and contribution rights in favor of the Agents, and the Agents will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-288579) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2025, which included an “at the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the Sales Agreement.

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 Company Common Stock nor shall there be any sale of shares of Company 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 ATM 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
1.1		Sales Agreement, dated as of July 9, 2025, by and among the Company, Cantor Fitzgerald & Co., and ThinkEquity LLC.
5.1		Opinion of Winston & Strawn LLP.
23.1		Consent of Winston & Strawn LLP (included in the opinion filed as 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: July 9, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

FAQ

What percentage of Cargo Therapeutics (CRGX) shares does Tang Capital currently own?

The reporting group beneficially owns 3,059,630 shares, or 6.6 % of the outstanding common stock.

What is the cash consideration in Concentra’s tender offer for CRGX?

Shareholders will receive $4.379 in cash per share if the offer and subsequent merger close.

How does the contingent value right (CVR) work for CRGX investors?

Each CVR entitles holders to (i) 100 % of closing net cash above $217.5 m and (ii) 80 % of net proceeds from any disposition of specified CAR-T assets within two years after the merger.

What conditions must be met for the CRGX tender offer to close?

Key conditions include more than 50 % of shares tendered, closing net cash of at least $217.5 m, and customary regulatory approvals.

Did Tang Capital trade CRGX shares in the last 60 days?

No. The filing states there were no transactions in CRGX common stock by the reporting persons during the past 60 days.