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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 22, 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
1.01. Entry into a Material Definitive Agreement.
On
January 22, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) entered into a Separation Agreement
and General Release (the “Separation Agreement”) with its President, Erik Nelson, memorializing the terms of
his separation from the Company. The Company also provided Mr. Nelson notice of his separation on the same date. The Compensation Committee
of the Board of Directors and the Board of Directors (the “Board”) each took action on January 22, 2026, to
review and approve the Separation Agreement and the separation benefits contemplated thereby.
Under
the Separation Agreement, the parties agreed that Mr. Nelson’s employment will terminate without Cause (as defined in the Employment
Agreement, made and entered into as of September 1, 2025, by and between the Company and Mr. Nelson (the “Employment Agreement”))
effective as of January 22, 2026.
In
consideration of his execution, non-revocation, and continued compliance with the Separation Agreement, Mr. Nelson will receive the following
separation payments and benefits:
| |
● |
A
lump sum notice payment of $20,000. |
| |
● |
A
lump sum severance payment of $585,000. |
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
described above under Item 1.01 of this Current Report on Form 8-K, on January 22, 2026, Mr. Nelson was terminated without Cause (as
defined in the Employment Agreement) from his position as President, effective as of January 22, 2026. Mr. Nelson’s termination
is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The
Board thanks Mr. Nelson for his distinguished service and valuable contributions to the Company. A summary of the material terms of the
Separation Agreement is set forth under Item 1.01 above and is incorporated by reference into this Item 5.02.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Nelson Separation Agreement, dated January 22, 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 28, 2026 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi
Tsang |
| |
Title: |
Chief
Executive Officer |
