false
0001829311
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.
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 |
Exhibit
99.1
Bitmine
Immersion Technologies Announces Pricing of Upsized Series A Perpetual Preferred Stock Offering
NORWALK,
CT.—(PRNewswire)—June 5, 2026— Bitmine Immersion Technologies, Inc. (NYSE: BMNR) (the “Company”) today
announced the pricing of its upsized offering (the “offering”) registered under the Securities Act of 1933, as amended (the
“Securities Act”), on June 4, 2026 of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock (the “Series A Preferred
Stock”), at a public offering price of $80.00 per share. This reflects an upsizing of the previously announced offering of 3,000,000
shares of Series A Preferred Stock. The issuance and sale of the Series A Preferred Stock are scheduled to settle on June 10, 2026, subject
to customary closing conditions.
The
Company estimates that the net proceeds it will receive from the offering will be approximately $273.8 million, after deducting the 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 the Company’s
staking and validator infrastructure, including through MAVAN; working capital; strategic investments aligned with the Ethereum ecosystem
and broader digital asset adoption; and/or repurchases of the Company’s common stock under its share repurchase program.
The
Series A Preferred Stock will accumulate cumulative dividends at a fixed rate of 9.50% per annum on the stated amount, which is $100
per share of Series A Preferred Stock, regardless of whether or not declared or funds are legally available for their payment (the “stated
amount”). Regular dividends on the Series A Preferred Stock will be payable when, as and if declared by the Company’s board
of directors, out of funds legally available for their payment, weekly in arrears; provided that the Company may in the future elect,
in its sole discretion, to pay regular dividends more frequently. Declared regular dividends on the Series A Preferred Stock will be
payable solely in cash. In the event that any accumulated regular dividend on the Series A Preferred Stock is not paid on the applicable
regular dividend payment date, then additional regular dividends (“compounded dividends”) will accumulate on the amount of
such unpaid regular dividend, compounded weekly at the compounded dividend rate. The Company will have the flexibility to elect to increase
the payment frequency of regular dividends to be more often than weekly and, in the event that the Company so elects, the additional
dividend rate increase per regular dividend period will be proportionately reduced to reflect such shorter regular dividend period such
that the maximum aggregate additional dividend rate increase per annum is 260 basis points.
The
compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date will initially be
a rate per annum equal to 9.50% plus 5 basis points (based on a weekly regular dividend period); provided, however, that, until such
regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 5 basis
points per annum (based on a weekly regular dividend period) for each subsequent regular dividend period, up to a maximum dividend rate
of 15% per annum.
The
Company will have the right, at its election, to redeem the Series A Preferred Stock, in whole or in part, at any time, or from time
to time, for cash as follows: (i) from the original issue date until eighteen (18) months after the original issue date, at a redemption
price equal to 110% of the stated amount per share; (ii) from eighteen (18) months to three (3) years after the original issue date,
at a redemption price equal to 105% of the stated amount per share; and (iii) after three (3) years following the original issue date,
at a redemption price equal to 100% of the stated amount per share; plus, in each case, accumulated and unpaid dividends thereon to,
but excluding, the redemption date.
In
addition, the Company will have the right to redeem all, but not less than all, of the Series A Preferred Stock if the total number of
shares of all Series A Preferred Stock then outstanding is less than 25% of the total number of shares of Series A Preferred Stock originally
issued in the offering and in any future offering taken together. The Company will also have the right to redeem all, but not less than
all, of the Series A Preferred Stock if certain tax events occur. The redemption price for any Series A Preferred Stock to be redeemed
in connection with a clean-up call or tax event will be a cash amount equal to the liquidation preference of the Series A Preferred Stock
to be redeemed as of the business day before the date on which the Company sends the related redemption notice, plus accumulated and
unpaid regular dividends to, but excluding, the redemption date.
If
an event that constitutes a “fundamental change” under the certificate of designations governing the Series A Preferred Stock
occurs, then holders of the Series A Preferred Stock will have the right to require the Company to repurchase some or all of their shares
of Series A Preferred Stock at a cash repurchase price equal to the stated amount of the Series A Preferred Stock to be repurchased,
plus accumulated and unpaid regular dividends, if any, to, but excluding, the fundamental change repurchase date.
The
liquidation preference of the Series A Preferred Stock shall initially be $100 per share. Effective immediately after the close of business
on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction
to be settled by the issuance of Series A Preferred Stock is executed, from the exact time of the first such sale transaction during
such business day until the close of business of such business day), the liquidation preference per share of Series A Preferred Stock
will be adjusted to be the greatest of (i) the stated amount per share of Series A Preferred Stock; (ii) in the case of any business
day with respect to which the Company has, on such business day or any business day during the ten (10) trading day period preceding
such business day, executed any sale transaction to be settled by the issuance of Series A Preferred Stock, an amount equal to the last
reported sale price per share of Series A Preferred Stock on the trading day immediately before such business day; and (iii) the arithmetic
average of the last reported sale prices per share of Series A Preferred Stock for each trading day of the ten (10) consecutive trading
days immediately preceding such business day; provided, however, that, if applicable, the reference in (iii) to ten (10) will be replaced
by such lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding,
such business day. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share.
The
Company has applied to list the Series A Preferred Stock on The New York Stock Exchange under the symbol “BMNP.” If the listing
is approved, the Company expects trading to commence within 30 days after the date the Series A Preferred Stock is first issued.
Moelis
& Company and Cantor are acting as joint lead bookrunners for the offering.
The
offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288579), filed with the Securities
and Exchange Commission (the “SEC”) on July 9, 2025 (the “Registration Statement”). The offering will be made
only by means of a prospectus supplement and an accompanying prospectus included in the Registration Statement. An electronic copy of
the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting:
Moelis & Company LLC, 399 Park Avenue 4th Floor, New York, NY 10022, by phone: 1-800-539-9413, or Cantor Fitzgerald & Co., Attention:
Capital Markets, 110 East 59th Street, New York, NY 10022, by phone: 1-212-938-5000, or by email: prospectus@cantor.com.
This
press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press
release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About
Bitmine Immersion Technologies
Bitmine
Immersion Technologies, Inc. (NYSE: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to
be the leading Ethereum Treasury company in the world, implementing an innovative digital asset strategy for institutional investors
and public market participants. Guided by its philosophy of “the alchemy of 5%,” the Company is committed to ETH as its primary
treasury reserve asset, leveraging native protocol-level activities including staking and decentralized finance mechanisms. The Company
launched MAVAN (Made-in America VAlidator Network), a dedicated staking infrastructure for the Company assets, in 2026.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements.” The statements in this press release that
are not purely historical are forward-looking statements which involve risks and uncertainties. Statements in this press release about
future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These statements include, but are not limited to, statements relating to
the size and timing of the offering, the anticipated use of any proceeds from the offering, the terms of the securities being offered,
the payment of dividends, and the expected listing of the Series A Preferred Stock on the NYSE. In evaluating these forward-looking statements,
you should consider various factors, including: the Company’s ability to keep pace with new technology and changing market needs;
the Company’s ability to finance its current business, Ethereum treasury operations, and proposed future business; the competitive
environment of the Company’s business; market conditions affecting the trading price of the Company’s common stock; regulatory
developments affecting digital assets, including the ultimate enactment and implementation of pending legislation and SEC initiatives;
the volatility and unpredictability of digital asset prices; and the future value of Bitcoin and Ethereum. Actual results and future
performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements
are subject to numerous conditions, many of which are beyond the Company’s control, including those set forth in the Risk Factors
section of the Company’s Form 10-K filed with the SEC on November 21, 2025, as well as all other SEC filings, as amended or updated
from time to time. Copies of the Company’s filings with the SEC are available on the SEC’s website at www.sec.gov. Any forward-looking
statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to
update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
MEDIA
CONTACT:
Marcy
Simon
Marcy@agentofchange.com
+19178333392
