Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-032951

Filed: 2026-07-13

Period: 2026-07-13

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): July 13, 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

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 9, 2026, the Board of Directors of Bitmine Immersion Technologies, Inc. (“Company”) approved a change

in the Company’s fiscal year-end from August 31 to December 31. The new fiscal year-end will become effective following the Company’s

current fiscal year ending August 31, 2026, and the Company’s next fiscal year will begin on January 1, 2027 and end on December

31, 2027. The Company expects to file a transition report covering the transition period from September 1, 2026 through December 31,

2026 on Form 10-KT.

Item

7.01 Regulation FD Disclosure.

July 13, 2026, 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 July 13, 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:

July 13, 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 5.77 Million Tokens, and Total Crypto and Total Cash Holdings of $11.3 Billion

Bitmine

owns 4.8% of the total ETH coin supply of 120.7 million

Bitmine

is 96% of the way to the ‘Alchemy of 5%’ in just 12 months

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 4,917,189 staked ETH, representing $9.0 billion at $1,820 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $69 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 $11.3 billion, including 5.77 million ETH tokens,

total cash & marketable securities of $482 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, July 13, 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 $11.3 billion.

of July 12, 2026 at 5:00pm ET, the Company’s crypto holdings are comprised of 5,770,038 ETH at $1,820 per ETH (per Coinbase NASDAQ:

COIN), 206 Bitcoin (BTC), $180 million stake in Beast Industries, $69 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $482 million. Bitmine’s ETH holdings are 4.8% of the ETH supply (of 120.7 million

ETH).

“One

of the biggest crypto success stories in 2026 is the breakaway success of the Robinhood Chain L2 mainnet on July 1, built on Arbitrum.

Already, dollar volumes have exceeded $1 billion, and Robinhood Chain now has more trading volume than any other decentralized exchange

(DEX), demonstrating the outstanding utility and product market fit for Ethereum, which is the underlying chain,” stated Thomas

“Tom” Lee, Chairman of Bitmine.

“Robinhood

Chain uses ETH as the native gas token. And transaction fees are denominated in ETH and the finality is settled on Ethereum. Robinhood’s

27 million users are paying crypto fees denominated in ETH. In other words, everyday users are starting to see ETH as money,” stated

Lee.

June 26, Bitmine was added to the Russell 1000 Large-cap Index, in conjunction with the annual reconstitution of this index. The Investment

Company Institute, or ICI, estimates that passive investment funds and ETFs typically represent 18-20% of the shares of a company.

“Being

added to the Russell 1000 is expected to add hundreds and possibly thousands of additional institutional investors as equity owners of

Bitmine,” continued Lee.

June 10, Bitmine closed its offering (the “offering”) registered under the Securities Act of 1933, as amended, 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 trading on the NYSE under the symbol BMNP. The dividends

for BMNP are scheduled to be paid weekly, subject to the terms of the applicable Certificate of Designations.

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

“Over

the past week, we acquired 27,801 ETH, increasing our pace from the prior week. We continue to maintain a steady pace of accumulation

throughout 2026. We believe we are in the early stages of crypto spring. Bitmine is expected to reach the ‘alchemy of 5%’

sometime in 2026,” stated Lee.

Earlier

in 2026, Bitmine 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 July 12, 2026, Bitmine total staked ETH stands at 4,917,189 ($9.0 billion at $1,820 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 $284 million on an annualized basis (using 2.70% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $242 million. And this 4.9 million ETH is 85% of the 5.77 million ETH held by Bitmine. Bitmine’s

own staking operations generated a 7-day yield of 2.70% (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

843,775 BTC valued at approximately $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 $475 million (5-day average, as of July 10, 2026), ranking #215 in the US, behind Southern Company (rank #214) and ahead of Equinix

Inc. (rank #216) 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

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 the belief that the Company is in the early stages

of “crypto spring” and that Bitmine will maintain a steady pace of ETH accumulation throughout 2026; (iii) statements regarding

the success and impact of Robinhood Chain L2 mainnet, including the statement that Robinhood Chain has more trading volume than any other

decentralized exchange, the expectation that Robinhood’s 27 million users are paying crypto fees denominated in ETH, and management’s

statement that everyday users are starting to see ETH as money; (iv) the expectation that being added to the Russell 1000 will add hundreds

and possibly thousands of additional institutional investors as equity owners of Bitmine, including expectations regarding passive investment

fund ownership; (v) expectations regarding the Company’s Series A Perpetual Preferred Stock, including that dividends for BMNP

are scheduled to be paid weekly; (vi) the Company’s digital asset accumulation strategy and staking operations, including projected annualized

ETH staking rewards of approximately $284 million (when Bitmine’s ETH is fully staked by MAVAN and its staking partners) and current

projected annualized staking revenues of approximately $242 million; (vii) MAVAN’s intended expansion to serve institutional investors,

custodians, and ecosystem partners seeking best-in-class staking infrastructure; (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) the future 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 the GENIUS Act and other 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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