As filed with the Securities and Exchange Commission
on June 20, 2025
Registration No. 333- ________
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BITMINE IMMERSION
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
84-3986354
(I.R.S. Employer Identification Number)
10845 Griffith Peak Dr., #2
Las Vegas, Nevada 89135
(Address of Registrant’s principal executive
offices, including zip code)
BITMINE IMMERSION TECHNOLOGIES, INC. 2025
EQUITY INCENTIVE PLAN
(Full title of the Plan)
Jonathan Bates, Chief Executive Officer
BitMine Immersion Technologies, Inc.
10845 Griffith Peak Dr., #2
Las Vegas, Nevada 89135
Telephone: (404) 816-8240
(Name, address, and telephone number of agent for
service)
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
BitMine Immersion Technologies, Inc. (the “Registrant”
or the “Company”) prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the “Securities Act”), to register an aggregate of 3,750,000 shares of the Company’s common
stock (post the Company’s 1-for-20 reverse stock split) that may be issued pursuant to the Company’s 2025 Equity Incentive
Plan (the “Plan”). As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this
Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part
I will be sent or given to the participants in the Plan (“Participants”) as required by Rule 428(b)(1) under the Securities
Act. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3, Part II of this Registration Statement, taken together, constitute a prospectus for the Plan that meets
the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide to each Participant a written
statement advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act without charge and upon written or oral request by contacting:
Jonathan Bates, Chief Executive Officer
BitMine Immersion Technologies, Inc.
10845 Griffith Peak Dr., #2
Las Vegas, Nevada 89135
Telephone: (404) 816-8240
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated herein by reference:
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1. |
Our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the Commission on December 9, 2024 and Annual Report on Form 10-K/A for the fiscal year ended August 31, 2024, filed with the Commission on April 3, 2025; and Quarterly Report on Form 10-Q for the quarter ended February 28, 2025, filed with the Commission on April 14, 2025; |
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2. |
Our Current Reports on Form 8-K filed with the
SEC on November 7, 2024; November
20, 2024; December 11, 2024; January
13, 2025; May 16, 2025; May
20, 2025; May 29, 2025; June
2, 2025; June 10, 2025; and June 18, 2025, except for any information furnished under Item 2.02 or Item 7.01 therein, which is
not deemed to be filed and not incorporated by reference herein; and |
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3. |
The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-1/A filed on May 27, 2025 (Registration Number: 333-284361). |
All reports and documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance
with the rules of the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Any information in any of the foregoing documents
will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document
that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.
Upon written or oral request, we will provide
you without charge a copy of any or all of the documents that are incorporated by reference into this prospectus, including exhibits which
are specifically incorporated by reference into such documents. Requests should be directed to: BitMine Immersion Technologies, Inc.,
Attention: Jonathan Bates, 10845 Griffith Peak Dr., #2, Las Vegas, Nevada 89135, email: info@bitminetech.io. You may also view such documents
on our website under the “Investor Relations” tab on www.bitminetech.io. Any of the other information found on our website,
or third-party websites that may be accessed by links on our website, is not part of this prospectus. We have included our website address
solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our securities.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this Registration
Statement as having prepared or certified any part of this Registration Statement or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed
on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the
Registrant or any of its parents or subsidiaries.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (“DGCL”)
provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if: (i) the individual acted in good faith and (ii) the individual reasonably believed, in the case
of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the corporation,
and in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests. In the
case of a criminal proceeding, the individual must not have had any reasonable cause to believe the conduct was unlawful.
A director may not be indemnified in connection
with a proceeding by or in the right of the corporation in which the director was found liable to the corporation, or a proceeding in
which the director was found to have improperly received a personal benefit. Delaware law provides for mandatory indemnification of directors
for reasonable expenses incurred when the indemnified party is wholly successful in the defense of the proceeding. A corporation may indemnify
officers to the same extent as directors.
Delaware law also permits a director of a corporation
who is a party to a proceeding to apply to the courts for indemnification or advance of expenses, unless its certificate of incorporation
provide otherwise, and the court may order indemnification or advancement of expenses under certain circumstances set forth in the statute.
Delaware law further provides that a corporation may, if authorized by its certificate of incorporation, bylaws, or a resolution adopted
or ratified by its shareholders, provide indemnification in addition to that provided by statute, subject to certain conditions set forth
in the statute.
Our Bylaws provide, among other things, for the
indemnification of directors, and authorize our board of directors to pay reasonable expenses incurred by, or to satisfy a judgment or
fine against, a current or former director in connection with any legal liability incurred by the individual while acting for us within
the scope of his or her employment, provided, however, that such payment of expenses in advance of the final disposition of the proceeding
will be made only upon the receipt of an undertaking of the director to repay all amounts advanced if it should be ultimately determined
that the director is not entitled to be indemnified.
In addition, our Bylaws provide that our directors
will not be personally liable for monetary damages to us for conduct as a director if they are wholly successful in the defense of the
proceeding as described above.
The limitation of liability and indemnification
provisions in our Bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary
duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful,
might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the
costs of settlement and damage awards against our directors and officers pursuant to these indemnification provisions.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers, and certain employees pursuant to the foregoing provisions, or otherwise,
we have been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.
There is no pending litigation or proceeding naming
us or any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation
that may result in claims for indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits
is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant
hereby undertakes:
(1) To file, during any period
in which offers, or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement (Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement); and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
EXHIBIT INDEX
| Exhibit |
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Description |
| 4.1 |
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2025 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A (File No. 333-284361), filed with the Securities and Exchange Commission on May 27, 2025) |
| 5.1 |
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Opinion of FitzGerald Kreditor Bolduc Risbrough LLP |
| 23.1 |
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Consent of Independent Registered Public Accounting Firm |
| 23.2 |
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Consent of FitzGerald Kreditor Bolduc Risbrough LLP (included in Exhibit 5.1) |
| 24.1 |
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Power of Attorney (included on the signature page of this Registration Statement) |
| 107 |
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Filing Fee Table |
SIGNATURES
The Registrant. Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Las Vegas, State of Nevada, on June 19, 2025.
| BitMine Immersion Technologies, Inc. |
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/s/ Jonathan Bates |
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| By: |
Jonathan Bates |
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| Its: |
Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Jonathan Bates as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement and to file the same, with all relevant exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
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Date |
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| /s/ Jonathan Bates |
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Chief Executive Officer and Director |
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June 19, 2025 |
| Jonathan Bates |
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(Principal Executive Officer) |
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| /s/ Raymond Mow |
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Chief Financial Officer and Director |
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June 19, 2025 |
| Raymond Mow |
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(Principal Financial Officer) |
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| /s/ Erik S. Nelson |
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Director and President |
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June 19, 2025 |
| Erik S. Nelson |
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| /s/ Michael Maloney |
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Director |
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June 19, 2025 |
| Michael Maloney |
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| /s/ Lori Love |
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Director |
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June 19, 2025 |
| Lori Love |
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