BMNR Form 5: Conversions and Loan Settlement Reduce Debt, Zero Year-End Ownership

Innovative Digital Investors Emerging Technology LP filed a Form 5 reporting a series of transactions in BitMine Immersion Technologies, Inc. (BMNR) during the fiscal year ended 08/31/2025.

Rhea-AI Filing Summary

Innovative Digital Investors Emerging Technology LP filed a Form 5 reporting a series of transactions in BitMine Immersion Technologies, Inc. (BMNR) during the fiscal year ended 08/31/2025. On 06/06/2025 the reporting person acquired 759,915 and 625,000 shares of common stock in two separate transactions at an adjusted $4 per share (conversion price reflects a 1-for-20 reverse split). On 06/17/2025 the reporting person received 99,523 common shares in satisfaction of a $796,190 loan and recorded conversions of Series A and Series B convertible preferred stock into common-stock equivalents. Despite these acquisitions and convertible holdings, the form reports 0 shares beneficially owned at fiscal year-end. The filing is signed by Nicolas Vaughan on 08/28/2025.

Positive

• Debt settled via equity issuance — the $796,190 loan was satisfied through issuance of 99,523 common shares, reducing cash obligations
• Clear disclosure of conversion mechanics — the form explains conversion price adjustment for a 1-for-20 reverse split and convertible preferred terms

Negative

• No beneficial ownership reported at fiscal year-end despite multiple acquisitions and convertible holdings, limiting clarity on ongoing ownership position
• Potential dilution risk — large convertible preferred positions and recent conversions could dilute existing shareholders if converted, though timing is unspecified

Insights

Securities Analyst

TL;DR: Multiple equity issuances and preferred-to-common conversions occurred, with debt settled by issuance yet reported year-end beneficial ownership is zero.

The report documents two cashless or conversion-based common-stock issuances on 06/06/2025 and a loan settlement issuance on 06/17/2025 totaling 99,523 shares from loan satisfaction of $796,190. The filing also discloses Series A and B convertible preferred holdings convertible at holder's option with no expiration. Notably, each reported line shows 0 shares beneficially owned at the end of the fiscal year, which limits immediate investor ownership implications. This is a routine Section 16 disclosure of transactions, not an earnings or operational disclosure.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 reporting of conversions and loan satisfaction; absence of year-end beneficial ownership is the key governance detail.

The filing provides clear traceability of equity-related instruments and conversion mechanics, including an adjustment for a 1-for-20 reverse split. Convertible preferred shares are described as holder-convertible with no expiration, which can affect capital structure when exercised. The reporting person properly disclosed transactions and signed the form; however, the report does not indicate ongoing beneficial ownership at year-end, which stakeholders should note when assessing control or influence.

Insider Trade Summary

306,466 shares exercised/converted

Exercise 5 txns

Insider Innovative Digital Investors Emerging Technology LP

Role Insider

Type	Security	Shares	Price	Value
Conversion	Series A Convertible Preferred Stock	303,966	$10.00	$3.04M
Conversion	Series B Convertible Preferred Stock	2,500	$1,000.00	$2.50M
Other	Common Stock	99,523	$8.00	$796K
Conversion	Common Stock	759,915	$4.00	$3.04M
Conversion	Common Stock	625,000	$4.00	$2.50M

Holdings After Transaction: Series A Convertible Preferred Stock — 0 contracts (Direct); Series B Convertible Preferred Stock — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. Conversion price adjusted to reflect the Company's 1-for-20 reverse stock split.
2. F2. 99,523 shares of common stock were issued to the Reporting Person in satisfaction of an outstanding loan of $796,190 advanced to the Company under a Line of Credit Agreement.
3. F3. The Series A Convertible Preferred Stock is convertible at the option of the holder and has no expiration date.
4. F4. The Series B Convertible Preferred Stock is convertible at the option of the holder and has no expiration date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Innovative Digital Investors Emerging Technology LP report for BMNR on Form 5?

The filer reported acquisitions on 06/06/2025 of 759,915 and 625,000 common shares at an adjusted $4 per share, and on 06/17/2025 received 99,523 common shares to satisfy a $796,190 loan; Series A and B convertible preferred shares were also reported.

How was the $796,190 loan to BMNR resolved according to the filing?

The loan was satisfied by issuing 99,523 shares of common stock to the reporting person on 06/17/2025.

Did the filing disclose any adjustments for stock splits or reverse splits?

Yes. The conversion price was adjusted to reflect the company's 1-for-20 reverse stock split.

Are the Series A and Series B convertible preferred shares subject to expiration?

No. The filing states both Series A and Series B convertible preferred stock are convertible at the option of the holder and have no expiration date.

Who signed the Form 5 and when?

The Form 5 was signed by Nicolas Vaughan on 08/28/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/03/2025 - 06:38 PM EDT Learn about SEC filing dates

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Innovative Digital Investors Emerging Technology LP

(Last) (First) (Middle)

10845 GRIFFITH PEAK DR. #2

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BITMINE IMMERSION TECHNOLOGIES, INC. [ BMNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	06/06/2025		C4	759,915	A	$4(1)	0	D
Common Stock	06/06/2025		C4	625,000	A	$4(1)	0	D
Common Stock	06/17/2025		J4(2)	99,523	A	$8	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$4	06/17/2025		4C		303,966	(3)	(3)	Common Stock	759,915	$10	0	D
Series B Convertible Preferred Stock	$4	06/17/2025		4C		2,500	(4)	(4)	Common Stock	625,000	$1,000	0	D

Explanation of Responses:

1. Conversion price adjusted to reflect the Company's 1-for-20 reverse stock split.

2. 99,523 shares of common stock were issued to the Reporting Person in satisfaction of an outstanding loan of $796,190 advanced to the Company under a Line of Credit Agreement.

3. The Series A Convertible Preferred Stock is convertible at the option of the holder and has no expiration date.

4. The Series B Convertible Preferred Stock is convertible at the option of the holder and has no expiration date.

	/s/ Nicolas Vaughan	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.