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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): January 6, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 6, 2026, the Board of Directors (the “Board”) of Bitmine Immersion Technologies, Inc. (the “Company”)
appointed Young Kim as Chief Financial Officer and Chief Operating Officer, effective January 1, 2026.
Mr.
Kim, age 48, is an investment executive with over two decades of experience managing multi-billion dollar global franchises. From 2021
to 2025, he served as a Partner and Senior Portfolio Manager at Axiom Investors. Prior to that, from 2011 to 2021, Mr. Kim was a Senior
Portfolio Manager at Columbia Threadneedle Investments, where he helped lead more than $7 billion in emerging markets assets. Earlier
in his career, Mr. Kim held investment and research roles at Marathon Asset Management in Singapore and at 360IP, Inc., a venture capital
firm focused on technology-enabled emerging Asian enterprises, and he served as a Vice President and Senior Analyst at Galleon Asia Investments.
Mr. Kim began his career as a software engineer at start-up companies. He holds a Master of Business Administration from Harvard Business
School, and a Master of Science and Bachelor of Science in Electrical Engineering and Computer Science from MIT.
On
January 7, 2026, the Company entered into an employment agreement with Mr. Kim pursuant to his employment as its Chief Financial Officer
and Chief Operating Officer (the “Kim Employment Agreement”).
The
Kim Employment Agreement sets Mr. Kim’s base salary at $500,000, which the Board will review annually. He will also be eligible
to receive a performance-based annual bonus of up to $750,000, with performance metrics to be established by the Board during the first
fiscal quarter and the bonus generally payable in quarterly installments and no later than two and one-half (2.5) months following the
end of the fiscal year in which earned, subject to continued employment except as described below.
During
the term of employment, Mr. Kim will be eligible for an annual long-term incentive award in the form of restricted stock units (“RSUs”)
with a target value of $1,750,000 for each fiscal year (prorated for fiscal 2026), granted under the Company’s 2025 Omnibus Incentive
Plan, with the number of RSUs determined based on the closing price of the Company’s common stock on the last business day of the
preceding fiscal year and vesting in four equal installments, in each case subject to continued employment and the terms of the applicable
award agreement.
If
Mr. Kim’s employment is terminated without cause or if he resigns for good reason, he will be entitled to: (i) accrued base salary
and benefits; (ii) twelve (12) months of base salary paid in installments, (iii) any earned but unpaid bonus for the prior year, (iv)
a pro-rata portion of the target bonus for the year of termination based on actual achievement, (v) any portion of vested RSUs as of
the termination date, with unvested equity treated in accordance with applicable award agreements, and (vi) Company-paid Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) premiums for him and his eligible dependents for up to twelve (12)
months, in each case subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable
restrictive covenants. If such termination occurs within twelve (12) months following a change in control, the severance described above
will instead include a lump-sum cash payment equal to eighteen (18) months of his base salary, payable within sixty (60) days following
termination, with the benefits as described above. Upon a termination for cause or a voluntary resignation without good reason, Mr. Kim
will receive only accrued and unpaid base salary amounts through the date of termination; upon death or disability, his estate or legal
representatives (as applicable) will be entitled to the accrued amounts, the severance and bonus benefits described above, any vested
RSUs, and Company-paid COBRA premiums as described above.
Mr.
Kim is subject to customary confidentiality, non-competition, and non-solicitation covenants, along with other standard provisions that
apply during employment and for twelve (12) months following termination, subject to customary exceptions.
The
foregoing description of the Kim Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Kim Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which
is incorporated herein by reference.
There
are no arrangements or understandings between Mr. Kim and any other persons pursuant to which he was elected as Chief Financial Officer
of the Company. There are no family relationships between Mr. Kim and any other Director or executive officer of the Company and he has
no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
Item
7.01 Regulation FD Disclosure.
On
January 9, 2026,
the Company issued a press release (the “Press Release”) announcing Mr. Kim’s appointment. 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 |
| 10.1 |
|
Kim Employment Agreement, dated January 7, 2026. |
| 99.1 |
|
Press
Release, dated January 9, 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 9, 2026 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi
Tsang |
| |
Title: |
Chief
Executive Officer |
