Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-040741

Filed: 2026-08-31

Period: 2026-08-31

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 31, 2026

BITMINE

IMMERSION TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42675

84-3986354

(State

or other jurisdiction

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

The

New York Stock Exchange

9.50%

Series A Perpetual Preferred Stock, par value $0.0001

BMNP

The

New York Stock Exchange

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 ☒

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

7.01 Regulation FD Disclosure.

August 31, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press

Release”) announcing 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

99.1

Press Release, dated August 31, 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:

August 31, 2026

By:

/s/

Chi Tsang

Name:

Chi

Tsang

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.90 Million Tokens, and Total Crypto and Total Cash Holdings of $15.6 Billion

Bitmine

owns 4.9% of the total ETH coin supply of 120.7 million

Bitmine

is 98% of the way to the ‘Alchemy of 5%’ in just 15 months

ETH

is the best performing macro asset in 3Q26 so far, outperforming the S&P 500 by 5,430bp

Bitmine

was added to the Russell 1000 Large-cap index on June 26, 2026

Bitmine’s

Series A Preferred Stock is trading on the NYSE under the symbol BMNP

Bitmine

has 5,067,309 staked ETH, representing $12.7 billion at $2,511 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $81 million of Eightco (NASDAQ: ORBS), now one of the only publicly listed equities in the world to provide investors indirect exposure

to OpenAI

Bitmine

Crypto + Total Cash Holdings & Marketable Securities + “Moonshots” total $15.6 billion, including 5.90 million ETH tokens,

total cash & marketable securities of $541 million, and other crypto holdings

Bitmine

remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller

III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring

5% of ETH

NORWALK,

CT, August 31, 2026 /PRNewswire/ -- (NYSE: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company”)

a Bitcoin and Ethereum Network company with a focus on the accumulation of crypto for long term investment, today announced Bitmine crypto

+ total cash & marketable securities + “moonshots” holdings totaling $15.6 billion.

of August 30, 2026 at 3:00pm ET, the Company’s crypto holdings are comprised of 5,901,112 ETH at $2,511 per ETH (per Coinbase NASDAQ:

COIN), 211 Bitcoin (BTC), $180 million stake in Beast Industries, $81 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $541 million. Bitmine’s ETH holdings are 4.9% of the ETH supply (of 120.7 million

ETH).

“As

we enter the final month of 3Q26, ETH is the best performing macro asset, outperforming the S&P 500 by 5,430bp through last Friday.

In fact, the top 3 performing assets since June 30th are ETH, BTC and SOL,” stated Thomas “Tom” Lee, Chairman of Bitmine.

“We believe this sets the stage for institutions to add to their crypto holdings given the substantial outperformance of crypto

versus other macro assets in 3Q so far.”

“We

believe there are multiple positive catalysts as we head into the final months of 2026,” stated Lee. “These include the upcoming

CLARITY Act vote scheduled in mid-Sept. Additionally, Korean investors have again started buying crypto and rotating away from AI stocks.

The 4-year cycle is bottoming within the next few weeks in our view. And this sets the stage for what we expect to be sizable institutional

participation in buying crypto in the final months of 2026, especially given the tailwinds of tokenization and Agentic-AI.”

“This

ETH/BTC ratio has moved up during crypto bull cycles, driven by increasing use of Ethereum relative to bitcoin. These prior cycles were

fueled by ICOs (2017-2018), NFTs (2020-2021), and stablecoins (2025). In this upcoming crypto cycle, we see the ETH/BTC ratio rising,

driven by Wall Street tokenizing on the blockchain and by agentic-AI using blockchains,” continued Lee.

“Over

the past week, we acquired 53,501 ETH. Bitmine has bought ETH for each of the past 65 weeks (every week since the inception of the ETH

Treasury Strategy on June 30, 2025),” stated Lee.

July 16, 2026, Bitmine released the latest Chairman’s Message (link here) for July 2026. The title of the Message is “ETH

is the cure for the Uncanny Valley of Wealth.”

Earlier

in 2026, Bitmine launched MAVAN (the Made in America VAlidator Network), the institutional-grade staking platform. While MAVAN was originally

developed to support Bitmine’s own Ethereum treasury, MAVAN intends to expand to serve institutional investors, custodians, and

ecosystem partners seeking best-in-class staking infrastructure. A portion of Bitmine’s ETH is already staked on the MAVAN platform.

of August 30, 2026, Bitmine total staked ETH stands at 5,067,309 ($12.7 billion at $2,511 per ETH). “Bitmine has staked more ETH

than other entities in the world. At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the projected

ETH staking reward is $396 million on an annualized basis (using 2.67% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $340 million. And this 5.1 million ETH is 86% of the 5.90 million ETH held by Bitmine. Bitmine’s

own staking operations generated a 7-day yield of 2.67% (annualized),” continued Lee.

Bitmine

is one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume

of $1.36 billion (5-day average, as of August 29, 2026), ranking #62 in the US, behind Texas Instruments (rank #61) and ahead of UnitedHealth

Group (rank #63) among 5,704 US-listed stocks (statista.com and Fundstrat research).

Bitmine’s

crypto holdings reign as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (NASDAQ: MSTR), which reportedly owns

840,447 BTC valued at approximately $66 billion. Bitmine remains the largest ETH treasury in the world.

Bitmine

management believes the GENIUS Act and the Securities and Exchange Commission’s (SEC) Project Crypto are as transformational to

financial services in 2026 as the US action on August 15, 1971, which ended the Bretton Woods system and took the U.S. dollar off the

gold standard 55 years ago. This 1971 event was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans

and financial and payment rails of today. These proved to be better investments than gold.

The

Chairman’s message can be found here:

https://www.Bitminetech.io/chairmans-message

The

Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://Bitminetech.io/investor-relations/

stay informed, please sign up at: https://Bitminetech.io/contact-us/

About

Bitmine

Immersion Technologies, Inc. (NYSE: BMNR), together with its subsidiaries (“Bitmine” or the “Company”), is a

blockchain technology infrastructure company operating across institutional digital asset staking and validation services, bitcoin mining,

and strategic digital asset management. As the world’s leading Ethereum Treasury company, it implements an innovative digital asset

strategy for institutional investors and public market participants. The Company provides institutional-grade staking and validation

infrastructure—through which it earns staking rewards and validation income—alongside bitcoin mining activities. Bitmine

holds digital assets strategically, generating yield on those holdings to support liquidity and capital formation. Since 2025, the Company

has expanded its blockchain infrastructure capabilities, including developing and deploying MAVAN, its institutional staking and validation

platform. The Company’s activities further include investments in early-stage blockchain opportunities (“moonshot”

investments) and ancillary mining, hosting, and consulting services.

For

additional details, follow on X:

https://x.com/bitmnr

https://x.com/fundstrat

Forward

Looking Statements

This

press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, as amended. Forward-looking statements include all statements that are not purely historical and can generally

be identified by terms such as “expects,” “projects,” “intends,” “plans,” “believes,”

“anticipates,” “estimates,” “forecasts,” “targets,” “goals,” “may,”

“will,” “would,” “could,” “should,” “view,” “see,” or similar

expressions, or the negative of such terms, or other comparable terminology. This press release specifically contains forward-looking

statements regarding, among other things: (i) the Company’s goal of acquiring 5% of the total ETH supply (the “Alchemy of

5%” initiative) and statements regarding its progress toward this goal; (ii) the Company’s digital asset accumulation and

treasury strategy, including statements regarding continued weekly ETH acquisitions and the Company’s status as the largest ETH

treasury in the world; (iii) the Company’s staking operations, including projected annualized ETH staking rewards of approximately

$396 million at scale (assuming Bitmine’s ETH is fully staked by MAVAN and its staking partners), currently projected annualized

staking revenues of approximately $340 million, and the 7-day yield of 2.67% (annualized); (iv) MAVAN’s intended expansion to serve

institutional investors, custodians, and ecosystem partners seeking best-in-class staking infrastructure, and its intended position as

a premier Ethereum staking destination for BMNR and institutional investors; (v) expectations regarding future ETH and other digital

asset price performance, including statements regarding ETH’s performance relative to the S&P 500 and other macro assets in

3Q26 and the expectation that institutions will add to their crypto holdings; (vi) management’s belief that multiple positive catalysts

exist heading into the final months of 2026, including the CLARITY Act vote scheduled for mid-September 2026, renewed buying by Korean

investors and rotation away from AI stocks, the view that the four-year crypto cycle is bottoming within the next few weeks, and the

expectation of sizable institutional participation in buying crypto in the final months of 2026, including the anticipated tailwinds

of tokenization and agentic-AI; (vii) statements and expectations regarding the ETH/BTC ratio, including that the ratio will rise in

the upcoming crypto cycle driven by Wall Street tokenizing on the blockchain and by agentic-AI using blockchains; (viii) management’s

belief that the GENIUS Act and SEC Project Crypto are “as transformational to financial services” as the end of the Bretton

Woods system in 1971, and that the resulting investments will prove better than gold; (ix) statements regarding the Company’s investment

in Eightco Holdings (NASDAQ: ORBS) as providing indirect exposure to OpenAI, and its investment in Beast Industries; (x) statements regarding

the value of the Company’s crypto, cash, marketable securities, and “moonshot” holdings, including aggregate holdings

of $15.6 billion and ETH holdings representing 4.9% of the total ETH supply; and (xi) the future growth, advancement, and strategic direction

of the Company’s Ethereum treasury strategy, blockchain infrastructure capabilities, bitcoin mining operations, and MAVAN staking

platform.

These

forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those

expressed or implied. Factors that could cause or contribute to such differences include, but are not limited to: the extreme volatility

and unpredictability of digital asset prices, including ETH and Bitcoin, and the speculative nature of digital asset investments; the

risk that historical ETH price movements and relative performance versus other macro assets will not recur or are not indicative of future

performance; the Company’s reliance on third-party pricing sources and reported market values in calculating the value of its crypto,

cash, marketable securities, and “moonshot” holdings, and the risk that such values fluctuate materially after the date and

time referenced in this release; changes in market conditions affecting the trading price and trading volume of the Company’s common

stock and Series A Preferred Stock, and the risk that the Company’s inclusion in the Russell 1000 index does not produce anticipated

benefits; the Company’s ability to successfully execute its digital asset acquisition strategy and achieve its ETH accumulation

targets, including the “Alchemy of 5%” goal; the Company’s ability to finance its business operations, Ethereum treasury

operations, and MAVAN expansion; operational, security, and technological risks associated with the Company’s staking and validation

operations, including network failures, slashing events, cybersecurity breaches, and protocol changes; the risk that actual staking participation,

yields, rewards, and revenues differ materially from the projected amounts described in this release, which are based on a 7-day yield

and assume ETH is fully staked at scale; competition in the digital asset treasury, staking, and mining industries; the Company’s

dependence on key personnel, including executive leadership; regulatory developments affecting digital assets, blockchain technology,

and staking activities in the United States and globally, including the timing and outcome of the scheduled CLARITY Act vote and the

ultimate enactment, implementation, and interpretation of the GENIUS Act and other pending legislation and regulatory initiatives; actions

by the SEC, CFTC, and other regulatory bodies affecting digital assets and related businesses; risks related to the Company’s investments

in early-stage blockchain opportunities (“moonshot” investments), including the investments in Eightco Holdings and Beast

Industries and any indirect exposure to OpenAI; macroeconomic factors, including inflation, interest rates, Federal Reserve monetary

policy, labor market conditions, investor flows in international markets, and general economic conditions affecting investor sentiment

toward digital assets; the accuracy of management’s expectations regarding the ETH/BTC ratio and the impact of tokenization and

agentic-AI applications on Ethereum; the unpredictability of cryptocurrency market cycles and the accuracy of expectations regarding

future crypto cycles, including whether the four-year cycle bottoms as anticipated and whether institutional participation materializes;

changes to the Ethereum protocol, including staking mechanics, validator requirements, and reward structures; risks related to AI systems

and their potential impact on cryptocurrency markets and blockchain technology; the performance of third-party service providers, exchanges,

custodians, and staking partners; risks related to the concentration of the Company’s assets in digital currencies, particularly

Ethereum; and the other risk factors described in the Company’s filings with the SEC.

The

forward-looking statements contained in this press release are based on information available to management as of the date of this release

and reflect management’s current expectations, estimates, forecasts, projections, views, and beliefs concerning future events and

circumstances. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of

factors, including those described above and in the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal

year ended September 30, 2025 filed with the SEC on November 21, 2025, the Company’s Quarterly Reports on Form 10-Q, and the Company’s

other filings with the SEC, as amended or updated from time to time. Copies of these filings are available on the SEC’s website

at www.sec.gov and on the Company’s website at https://Bitminetech.io/investor-relations/. The Company cautions readers not to

place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Bitmine expressly disclaims

any obligation or undertaking to update, revise, or supplement any forward-looking statements to reflect any change in its expectations

or any change in events, conditions, or circumstances on which any such statements are based, except as required by applicable law or

regulation.

SOURCE

Bitmine Immersion Technologies, Inc.

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

+19178333392

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Cover

Aug. 31, 2026

Document Type

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Entity File Number

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BITMINE

IMMERSION TECHNOLOGIES, INC.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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