Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-030428

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

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): June 29, 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.

June 29, 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 June 29, 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 29, 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 5.70 Million Tokens, and Total Crypto and Total Cash Holdings of $9.8 Billion

Bitmine

owns 4.7% of the total ETH coin supply of 120.7 million

Bitmine

is 94% of the way to the ‘Alchemy of 5%’ in just 11 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 4,879,157 staked ETH, representing $7.7 billion at $1,569 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $74 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 $9.8 billion, including 5.70 million ETH tokens,

total cash & marketable securities of $555 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, June 29, 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 $9.8 billion.

of June 28, 2026 at 3:00pm ET, the Company’s crypto holdings are comprised of 5,700,040 ETH at $1,569 per ETH (per Coinbase NASDAQ:

COIN), 206 Bitcoin (BTC), $180 million stake in Beast Industries, $74 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $555 million. Bitmine’s ETH holdings are 4.7% of the ETH supply (of 120.7 million

ETH).

“The

future roadmap for crypto remains positive as the dual drivers of Wall Street modernizing its legacy infrastructure on crypto rails and

the future of agentic-AI payment systems on crypto rails remain intact. Bitmine remains focused on the longer-term horizon and continues

to manage the company to be positively positioned for these exponential drivers,” stated Thomas “Tom” Lee, Chairman

of Bitmine.

“This

past week was a challenging one for crypto investors as ETH fell by8%, even as Ethereum witnessed notable positive developments such

as the creation of Ethlabs, and even the Bank of England softened its stance around stablecoins. We are nearing quarter-end for June,

and it is not surprising to see ‘window dressing’ leading to investors reducing their holdings in assets which have fallen

in the past 3 months,” 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.

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 27,084 ETH. 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.

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 28, 2026, Bitmine total staked ETH stands at 4,879,157 ($7.7 billion at $1,569 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 $246 million on an annualized basis (using 2.75% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $211 million. And this 4.9 million ETH is over 85% of the 5.7 million ETH held by Bitmine. Bitmine’s

own staking operations generated a 7-day yield of 2.75% (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

847,363 BTC valued at $50 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 $643 million (5-day average, as of June 26, 2026), ranking #240 in the US, behind Monster Beverages (rank #239) and ahead of Oklo

(rank #241) 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 view that the future roadmap for crypto remains

positive as the dual drivers of Wall Street modernizing its legacy infrastructure on crypto rails and the future of agentic-AI payment

systems on crypto rails remain intact; (iii) the Company’s belief that it is in the early stages of “crypto spring”;

(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; (v) the Company’s digital asset accumulation strategy and staking operations, including projected

annualized ETH staking rewards of approximately $246 million (when Bitmine’s ETH is fully staked by MAVAN and its staking partners)

and current projected annualized staking revenues of approximately $211 million; (vi) MAVAN’s intended expansion to serve institutional

investors, custodians, and ecosystem partners seeking best-in-class staking infrastructure; (vii) 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 (viii) 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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