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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 5, 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
December 5, 2025, Raymond Mow resigned from the Board of Directors (the “Board”) of Bitmine Immersion Technologies,
Inc. (the “Company”), effective immediately (the “Resignation”). The Resignation
was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Board thanks Mr. Mow for his service on the Board and valuable contributions to the Company.
Item
7.01 Regulation FD Disclosure.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on December 4, 2025, the Company published a presentation
(the “Presentation”) that Tom Lee, Chairman of the Board of Directors of the Company, presented at Binance
Blockchain Week 2025 in Dubai (“Binance Blockchain Week”). The Presentation is incorporated herein by reference.
On
December 8, 2025, the Company released a video (the “Video”) of Tom Lee’s address at Binance Blockchain
Week. A copy of the transcript for the Video is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
December 8, 2025, the Company issued a press release (the “Press Release”) announcing the Presentation and
Video as well as providing an update on the Company’s operations. A copy of the Press Release is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibits 99.1 and 99.2, 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 |
|
Transcript of Video (December 4, 2025) |
| 99.2 |
|
Press Release, dated December 8, 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 8, 2025 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi
Tsang |
| |
Title: |
Chief
Executive Officer |
