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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 23, 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 23, 2026, the Board of Directors (the “Board”) of Bitmine Immersion Technologies, Inc. (the
“Company”) appointed Young Kim to serve as a director (a “Director”) on the Board,
effective immediately. Mr. Kim also executed an offer letter with the Company pursuant to which he will serve as Director (the “Kim
Offer Letter”).
Mr.
Kim, age 48, is the current Chief Financial Officer and Chief Operating Officer of the Company. 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.
The
foregoing description of the Kim Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full
text of the Kim Offer Letter, 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 Director 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 26, 2026, the Company issued a press release (the “Press Release”) providing an update on
the Company’s operations. 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 Offer Letter, dated January 23, 2026. |
| 99.1 |
|
Press Release, dated January 26, 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 26, 2026 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi
Tsang |
| |
Title: |
Chief
Executive Officer |
