Bitmine Immersion Technologies (NYSE: BMNR) shares annual meeting updates

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. disclosed that on December 29, 2025 it shared several communication materials related to its upcoming annual meeting of stockholders. The company published a presentation given by Tom Lee, Chairman of the Board, discussing matters for the annual meeting and made it available as Exhibit 99.1.

On the same date, the company released a video of that presentation and filed the video transcript as Exhibit 99.2, along with a press release as Exhibit 99.3 that provides an update on operations and announces the presentation and video while urging stockholders to vote on annual meeting proposals. Bitmine also issued an audio message to stockholders of record as of December 8, 2025, reminding them to vote; the message is filed as Exhibit 99.4. All of these materials are furnished under Regulation FD and are not deemed filed for liability purposes under the Exchange Act.

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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): December 29, 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 7.01 Regulation FD Disclosure.

On December 29, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) published a presentation (the “Presentation”) that Tom Lee, Chairman of the Board of Directors of the Company, presented regarding the Company’s upcoming annual meeting of stockholders (the “Annual Meeting”). A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by reference.

On December 29, 2025, the Company released a video (the “Video”) of the Presentation. A copy of the transcript for the Video is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On December 29, 2025, the Company issued a press release (the “Press Release”) providing an update on the Company's operations, announcing the Presentation and Video, and encouraging stockholders to cast their votes for the Annual Meeting proposals. A copy of the Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

On December 29, 2025, the Company issued an audio message (the “Audio Message”) to its stockholders of record as of the close of business on December 8, 2025, reminding them to vote their shares in connection with the Annual Meeting. A copy of the Audio Message is attached as Exhibit 99.4 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibits 99.1, 99.2 99.3, and 99.4 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
99.1		Presentation (December 29, 2025)
99.2		Transcript of Video (December 29, 2025)
99.3		Press Release (December 29, 2025)
99.4		Audio Message (December 29, 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: December 29, 2025	By:	/s/ Chi Tsang
	Name:	Chi Tsang
	Title:	Chief Executive Officer

FAQ

What did Bitmine Immersion Technologies (BMNR) disclose in this 8-K?

Bitmine Immersion Technologies, Inc. reported that it published a presentation, released a video and transcript, issued a press release, and sent an audio message to stockholders, all related to its upcoming annual meeting of stockholders.

What materials about the Bitmine (BMNR) annual meeting are available as exhibits?

The exhibits include a presentation (Exhibit 99.1), the video transcript (Exhibit 99.2), a press release with an operations update and voting reminder (Exhibit 99.3), and an audio message to stockholders (Exhibit 99.4).

Who presented Bitmine Immersion Technologies’ annual meeting presentation?

The presentation related to the annual meeting was delivered by Tom Lee, who is the Chairman of the Board of Directors of Bitmine Immersion Technologies, Inc.

Which Bitmine (BMNR) stockholders received the audio voting reminder?

The audio message reminding holders to vote on the annual meeting proposals was sent to stockholders of record as of the close of business on December 8, 2025.

Are Bitmine’s presentation, video, press release, and audio message considered filed with the SEC?

No. The company states that the information under Item 7.01, including Exhibits 99.1, 99.2, 99.3, and 99.4, is furnished, not filed, and is not subject to Section 18 of the Exchange Act or automatically incorporated into other filings.

On which exchange is Bitmine Immersion Technologies (BMNR) common stock listed?

The company’s common stock, par value $0.0001, trades under the symbol BMNR on the NYSE American LLC.