Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-028622

Filed: 2026-06-15

Period: 2026-06-15

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): June 15, 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

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.

June 15, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press

Release”) providing 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 June 15, 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:

June 15, 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 5.62 Million Tokens, and Total Crypto and Total Cash Holdings of $10.4

Billion

Bitmine

owns 4.66% of the total ETH coin supply of 120.7 million

Bitmine

is 93% of the way to the ‘Alchemy of 5%’ in just 11 months

Bitmine

named to Fortune Crypto 100 list for 2026, a definitive ranking of the most influential companies in blockchain

Bitmine

closed on its sale of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock on June 10, 2026

Bitmine’s Series A Preferred Stock will trade on the NYSE under the symbol BMNP beginning on June 16, 2026

Ethereum

continues to benefit from the dual tailwinds of Wall Street tokenizing on the blockchain and from agentic AI systems increasingly needing

public and neutral blockchains

Bitmine

has 4,718,677 staked ETH, representing $8.1 billion at $1,718 per ETH

MAVAN

(Made in America VAlidator Network) is a premier Ethereum staking destination for BMNR and institutional investors, with a focus on security,

performance, and resilience

Bitmine

owns $88 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 $10.4 billion, including 5.62

million ETH tokens, total cash & marketable securities of $502 million, and other crypto holdings

Bitmine

leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock

Bitmine

is the 203rd most traded stock in the US, trading $550 million per day (5-day avg)

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, June 15, 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 $10.4 billion.

of June 14, 2026 at 6:00pm ET, the Company’s crypto holdings are comprised of 5,620,754 ETH at $1,718 per ETH (per

Coinbase NASDAQ: COIN), 204 Bitcoin (BTC), $180 million stake in Beast Industries, $88 million stake in Eightco Holdings (NASDAQ: ORBS)

(“moonshots”) and total cash & marketable securities of $502 million. Bitmine’s ETH holdings are 4.66% of the ETH

supply (of 120.7 million ETH).

June 10, Bitmine closed its offering (the “offering”) registered under the Securities Act of 1933, as amended (the “Securities

Act”), of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock (the “Series A Preferred Stock”), at a public

offering price of $80.00 per share.

The

Company received net proceeds from the offering of approximately $273.8 million, after deducting the underwriting discounts and commissions

and the Company’s estimated offering expenses. The Series A Preferred Stock is expected to begin trading on the NYSE under the

symbol BMNP beginning June 16, 2026. The dividends for BMNP are scheduled to be paid weekly, subject to the terms of the applicable Certificate

of Designations.

“The

Series A Preferred Stock offering is good balance sheet diversification for Bitmine. The Company’s current projected annualized

staking rewards of approximately $219 million provide recurring cash flow to support the dividends related to the Series A Preferred

shares,” stated Thomas “Tom” Lee, Chairman of Bitmine.

June 11, 2026, Bitmine was named to the Fortune 100 Crypto List (link here). Fortune published this definitive ranking of the

most influential companies in blockchain and draws on rigorous data analysis by Inca Digital and a survey of leading crypto experts,

according Fortune Magazine.

May 11, 2026, Bitmine released the latest Chairman’s Message (link here) for May 2026.

“Over

the past week, we acquired 76,881 ETH. We are maintaining a somewhat elevated pace of buying as we believe this pullback in ETH prices

does not reflect the strengthening of Ethereum fundamentals. This is not surprising given we believe we are in the early stages of crypto

spring. Bitmine is expected to reach the ‘alchemy of 5%’ sometime in 2026,” stated Mr. Lee.

Bitmine

recently launched MAVAN (the Made in American 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 June 14, 2026, Bitmine total staked ETH stands at 4,718,677 ($8.1 billion at $1,718 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 $269 million on an annualized basis (using 2.79% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $226 million. And this 4.7 million ETH is over 83% of the 5.62 million ETH held by Bitmine.

Bitmine’s own staking operations generated a 7-day yield of 2.79% (annualized),” continued Lee.

Bitmine’s

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

845,256 BTC valued at $54 billion. Bitmine remains the largest ETH treasury in the world.

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 $550 million (5-day average, as of June 12 2026), ranking #203 in the US, behind Oklo Technologies (rank #202) and ahead of Parker-Hannifin

(rank #204) among 5,704 US-listed stocks (statista.com and Fundstrat research).

Bitmine

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

to financial services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 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

Company also announced that the Board of Directors has declared the third weekly cash dividend in the amount of $0.2639 per share on

the outstanding shares of the Company’s Series A Preferred Stock, which is expected be paid on July 6, 2026 to holders of record

of the Series A Preferred Stock as of the close of business on June 26, 2026.

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

(NYSE: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to be the leading Ethereum Treasury

company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided

by its philosophy of “the alchemy of 5%,” the Company is committed to ETH as its primary treasury reserve asset, leveraging

native protocol-level activities including staking and decentralized finance mechanisms. The Company launched MAVAN (Made-in America

VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in 2026.

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. The statements in this press release that are not purely historical are forward-looking statements which

involve risks and uncertainties. These forward-looking statements can be identified by terms such as “expects,” “projects,”

“projected,” “intends,” “believes,” “anticipates,” “estimates,” and similar

expressions. This document specifically contains forward-looking statements regarding: (i) the Company’s goals regarding ETH acquisition,

including the ‘Alchemy of 5%’ initiative and the expectation that Bitmine will reach this goal sometime in 2026; (ii) the

Company’s beliefs and expectations regarding the cryptocurrency market, including that Ethereum continues to benefit from the dual

tailwinds of Wall Street tokenizing on the blockchain and agentic AI systems increasingly needing public and neutral blockchains; (iii)

the expected trading of the Series A Preferred Stock on the NYSE under the symbol BMNP beginning June 16, 2026; (iv) the dividend payment

schedule for the Series A Preferred Stock, including the expectation that the third weekly cash dividend will be paid on July 6, 2026

to holders of record as of June 26, 2026; (v) the Company’s digital asset accumulation strategy and staking operations, including

projected annualized ETH staking rewards of approximately $269 million (when Bitmine’s ETH is fully staked by MAVAN and

its staking partners) and current projected annualized staking revenues of approximately $226 million; (vi) MAVAN’s intended

expansion to serve institutional investors, custodians, and ecosystem partners seeking best-in-class staking infrastructure; (vii) the

Company’s characterization of current market conditions as the “early stages of crypto spring” and the belief that

ETH price pullbacks do not reflect the strengthening of Ethereum fundamentals; (viii) management’s belief that the GENIUS Act and

SEC Project Crypto are as transformational to financial services as US action on August 15, 1971 ending Bretton Woods and the USD gold

standard; and (ix) continued growth and advancement of the Company’s Ethereum treasury strategy. In evaluating these forward-looking

statements, you should consider various factors, including: Bitmine’s ability to keep pace with new technology and changing market

needs; Bitmine’s ability to finance its current business, Ethereum treasury operations, and proposed future business; the competitive

environment of Bitmine’s business; market conditions affecting the trading price of the Company’s common stock and Series

A Preferred Stock; regulatory developments affecting digital assets, including the ultimate enactment and implementation of pending legislation

and SEC initiatives; the volatility and unpredictability of digital asset prices; the performance, reliability, and security of the Company’s

staking operations; risks related to AI systems and their impact on cryptocurrency markets; and the future value of Bitcoin and Ethereum.

Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking

statements are subject to numerous conditions, many of which are beyond Bitmine’s control, including those set forth in the Risk

Factors section of Bitmine’s Form 10-K filed with the SEC on November 21, 2025, as well as all other SEC filings, as amended or

updated from time to time. Copies of Bitmine’s filings with the SEC are available on the SEC’s website at www.sec.gov. Bitmine

undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SOURCE

Bitmine Immersion Technologies, Inc.

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

+19178333392

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