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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
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 1.01. Entry into a Material Definitive Agreement.
Offering
On September 22, 2025, Bitmine Immersion Technologies,
Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with
an institutional investor to sell in a registered direct offering (the “Offering”) an aggregate of (i) 5,217,715
shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”) at a price of $70.00 per share and (ii) a warrant (the “Warrant”) to purchase up to 10,435,430
shares of Common Stock (the “Warrant Shares”) at a price of $87.50 per Warrant Share.
The Warrant is immediately exercisable, and may be
exercised at any time on or prior to 11:59 p.m. (New York City time) on March 22, 2027. The exercise price for the Warrant and the number
of shares of Common Stock issuable upon exercise of the Warrant are subject to appropriate adjustment in the event of certain stock dividends
and distributions, stock splits, stock combinations, reclassifications, or similar events affecting the shares of Common Stock. The holder
of the Warrant has the right to participate on an as-exercised basis in certain distributions to the holders of Common Stock. A holder
will not have the right to exercise any portion of the Warrants if the holder (together with its Attribution Parties (as defined therein)
would beneficially own in excess of 4.99% of the shares of Common stock of the Company outstanding immediately after giving effect to
such exercise.
The gross proceeds from the Offering, before deducting
the placement agent fees and offering expenses, will be approximately $365 million. The Company intends to use the net proceeds received
from the Offering to acquire Ether, the native cryptocurrency of the Ethereum blockchain commonly referred to as “ETH” as
well as for general working capital purposes.
The Shares are being offered and sold pursuant to
a prospectus, dated July 9, 2025, and a prospectus supplement, dated September 22, 2025, in connection with a takedown from the Company’s
effective shelf registration statement on Form S-3ASR (File No. 333-288579).
The SPA contains customary representations and warranties
that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the parties. The SPA also contains customary conditions to closing, termination
of the rights of the parties, certain indemnification obligations of the Company and ongoing covenants of the Company.
The Offering is expected to close on September 23,
2025, subject to satisfaction of customary closing conditions.
A copy of the opinion of Winston & Strawn LLP
relating to the securities of the Shares offered by the Company in the Offering is attached as Exhibit 5.1 hereto.
The descriptions of the terms and conditions of the
Warrant and the SPA set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of
Warrant and SPA, which are attached hereto as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference. Accordingly,
the SPA is incorporated herein by reference only to provide investors with information regarding the terms of the SPA and not to provide
investors with any other factual information regarding the Company or its business and investors and the public should look to other disclosures
contained in the Company’s filings with the Securities and Exchange Commission (“SEC”) for any other such
factual information.
This Current Report on Form 8-K does not constitute
an offer to sell the securities or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
The Company cautions you that statements included
in this report that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,”
“plans,” “expects,” “indicates,” “will,” “intends,” “potential,”
“suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking
statements. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include
statements regarding the expected closing of the Offering and expected net proceeds therefrom. The inclusion of forward-looking statements
should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those
set forth in this release due to the risks and uncertainties associated with market conditions and risks and uncertainties inherent in
the Company’s business; and other risks described in the Company’s filings with the SEC. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise
or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions
of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 7.01 Regulation FD Disclosure.
On September 22, 2025, the Company published a press
release announcing the Offering (the “Offering Press Release”). A copy of the Offering Press Release is attached
as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibits
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 |
| 4.1 |
|
Form of Warrant. |
| 5.1 |
|
Opinion of Winston & Strawn LLP, dated September 22, 2025. |
| 10.1* |
|
Securities
Purchase Agreement, dated September 22, 2025, by and between the Company and the investor party thereto. |
| 23.1 |
|
Consent of Winston & Strawn LLP (included in Exhibit 5.1 above). |
| 99.1 |
|
Offering Press Release, dated September 22, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain personally identifiable information, marked by brackets,
has been omitted from this exhibit pursuant to Item 601(A)(6) of Regulation S-K.
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 22, 2025 |
By: |
/s/ Jonathan Bates |
| |
Name: |
Jonathan Bates |
| |
Title: |
Chief Executive Officer |
