Bitmine Immersion (NYSE: BMNR) backs charter amendment vote push

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. reported that on January 2, 2026 it issued a press release encouraging its stockholders to vote “FOR” a Charter Amendment Proposal at the company’s upcoming annual meeting. The press release is included as Exhibit 99.1 to this report and is incorporated by reference. The company states that the information provided under Regulation FD, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to Section 18 liability under the Exchange Act and is not automatically incorporated into other securities law filings.

false 0001829311 0001829311 2026-01-02 2026-01-02 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): January 2, 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.)

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 January 2, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) encouraging stockholders to vote “FOR” the Charter Amendment Proposal at the Company’s upcoming annual meeting of stockholders. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 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
99.1		Press Release, dated January 2, 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:	January 2, 2026	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 disclosed that it issued a press release on January 2, 2026 encouraging stockholders to vote “FOR” a Charter Amendment Proposal at its upcoming annual meeting, and attached the press release as Exhibit 99.1.

What is the main purpose of Bitmine Immersion Technologies’ press release mentioned in the filing?

The press release is intended to encourage Bitmine Immersion Technologies’ stockholders to vote “FOR” the Charter Amendment Proposal at the company’s upcoming annual meeting of stockholders.

How is the information in this Bitmine Immersion Technologies 8-K treated under the Exchange Act?

The company states that the information provided under Item 7.01, including Exhibit 99.1, is being furnished and not filed for purposes of Section 18 of the Exchange Act, and is not otherwise subject to the liabilities of that section.

Is the Bitmine Immersion Technologies press release automatically incorporated into other SEC filings?

No. The company notes that the information in Item 7.01 and Exhibit 99.1 will not be deemed incorporated by reference into its Securities Act or Exchange Act filings, unless a specific filing expressly incorporates it by reference.

Which exhibits are included with this Bitmine Immersion Technologies 8-K?

The filing lists Exhibit 99.1, which is the press release dated January 2, 2026, and Exhibit 104, which is the Cover Page Interactive Data File embedded within the Inline XBRL document.

Under which item of Form 8-K did Bitmine Immersion Technologies report this press release?

The company reported the press release under Item 7.01, Regulation FD Disclosure, indicating it is sharing information intended for broad, fair disclosure to the market.