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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): March 24, 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.) |
800
Connecticut Avenue
Norwalk,
Connecticut 06854
(Address
of principal executive office) (Zip Code)
203-401-8200
(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
1.01. Entry into a Material Definitive Agreement.
On
March 24, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) and Standard Validator LLC, a Delaware
limited liability company and a majority-owned and consolidated subsidiary of the Company (the “Buyer”), entered
into a Share Purchase Agreement (the “Purchase Agreement”) with Pier Two Holdings Pty Ltd (“Pier
Two”), an Australian proprietary company limited by shares, the sellers party thereto (the “Sellers”),
certain preference shareholders party thereto (the “Preference Sellers”), and the seller representative party
thereto, and completed the acquisition (the “Acquisition”) of all of the issued and outstanding shares of Pier
Two pursuant to the terms and subject to the conditions thereof. Pier Two operates the business of providing high-performance hybrid
cloud and bare metal infrastructure for non-custodial staking for Ethereum and other supported digital assets and blockchain infrastructure
services, including validator operations, staking-as-a-service, and related technology services. The Purchase Agreement, the Acquisition
and the other transactions contemplated by the Purchase Agreement have been unanimously approved by the Board of Directors of the Company.
The
consideration payable to the Sellers for the Acquisition consists of (i) cash paid at closing, subject to customary post-closing adjustments;
(ii) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued at
closing (the “Stock Consideration”), which are subject to a six-month lock-up period, with up to one-sixth
(1/6th) of such Stock Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “Closing
Date”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares
of Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the achievement
of certain operational milestones during the twelve-month period following the Closing Date.
The
Company, the Buyer, the Sellers and the Preference Sellers have agreed to representations and warranties in the Purchase Agreement that
are customary for a transaction of this type. The Purchase Agreement also includes various covenants and agreements by the parties.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration
Rights Agreement
In
connection with the parties’ entry into the Purchase Agreement, on March 24, 2026, the Company entered into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register the
resale of the shares of common stock (the “Common Stock”) issued as consideration under the Purchase Agreement
and any shares issuable thereunder as earnout or deferred consideration.
The
foregoing description of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration Rights Agreement
attached as Exhibit 10.2 hereto.
Management
Services Agreement
In
connection with the Acquisition, the Company’s wholly-owned subsidiary, BMNR Subsidiary One, LLC, a Delaware limited
liability company, entered into a management services agreement (the “Management Services Agreement”) with
Ethereum Tower LLC (“Service Provider”). Pursuant to the Management Services Agreement, the Service Provider
will provide certain management and operating services to the Buyer and its subsidiaries for
an initial term of ten years.
As
compensation for these services, the Service Provider is entitled to an irrevocable 2.00% membership interest in the Buyer and
a monthly fee based on a percentage of the Company’s native staking rewards attributable to ETH staked through the
Buyer, as further described in the Management Services Agreement and accompanying schedule. The Management Services Agreement includes
customary terms regarding intellectual property, information rights, indemnification, confidentiality, term and termination, and governing
law.
The
foregoing description of the Management Services Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Management Services Agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02. Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 above is incorporated herein by reference. On March 24, 2026, in connection with the closing of
the Acquisition, the Company issued 501,545 shares of its Common Stock to the Sellers as the Stock Consideration at a price of $20.9346
per share, representing aggregate Stock Consideration of $10,500,000. The shares of Common Stock were issued solely to “accredited
investors” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) in
reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding
provisions of state securities laws. No underwriting discounts or commissions were paid in connection with the issuance of such shares.
Accordingly, none of the shares issued or issuable in the Acquisition have been or will be registered under the Securities Act as of
the date of issuance, and until registered, these shares may not be offered or sold in the United States absent registration or availability
of an applicable exemption from registration.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated March 24, 2026. |
| 10.2 |
|
Registration Rights Agreement, dated March 24, 2026. |
| 10.3 |
|
Management Services Agreement, dated March 24, 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: March 30, 2026 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi Tsang |
| |
Title: |
Chief Executive Officer |
