Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-043486

Filed: 2026-09-21

Period: 2026-09-21

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): September 21, 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.

September 21, 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 September 21, 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:

September 21, 2026

By:

/s/

Young Kim

Name:

Young

Kim

Title:

Chief

Financial Officer and Chief Operating Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.98 Million Tokens, and Total Crypto and Total Cash Holdings of $17.1 Billion

Bitmine

owns 4.9% of the total ETH coin supply of 122.1 million

Bitmine

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

ETH

is the best performing macro asset in Q3 of 2026 to date, outperforming the S&P 500 by 6,519bp

Tom

Lee to deliver the keynote at KBW on September 30, 2026

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 $13.6 billion at $2,688 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $105 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 $17.1 billion, including 5.98 million ETH tokens,

total cash & marketable securities of $714 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, September 21, 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 $17.1 billion.

of September 20, 2026 at 9:00pm ET, the Company’s crypto holdings are comprised of 5,983,940 ETH at $2,688 per ETH (per Coinbase),

212 Bitcoin (BTC), $180 million stake in Beast Industries, $105 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $714 million. Bitmine’s ETH holdings are 4.9% of the ETH supply (of 122.1 million

ETH).

“We

believe a crypto bull market is underway, having started in late June, driven by a multitude of factors including the rotation from AI

back to crypto, strengthening crypto fundamentals centered around both tokenization and AI and lastly, the ending of the 4-year cycle.

With only little more than a week left in calendar third quarter (3Q26), the outperformance of Ethereum as a macro asset continues to

strengthen. Quarter to date, ETH is outperforming by 6,519bp, dwarfing other macro assets,” stated Thomas “Tom” Lee,

Chairman of Bitmine.

“To

us, this massive outperformance of ETH in 3Q26 is viewed as a prelude to a potentially stronger up move in the 4th quarter of 2026. Given

institutions have underweighted crypto in 2026, partially due to the outperformance of AI stocks in early 2026, we expect institutions

to substantially increase their exposure in the final 3 months of 2026. We believe this could add meaningful upside to the gains seen

since June 30th,” continued Lee.

Tom

Lee will also deliver the keynote at Korea Blockchain Week 2026 on September 30 at 11:20 a.m. at Walkerhill Hotels & Resorts in Seoul.

The 25-minute keynote is part of Korea Blockchain Week, one of Asia’s leading blockchain and digital asset conferences. Additional

information is available on the Korea Blockchain Week website.

“Over

the past week, we acquired 27,562 ETH. Bitmine’s track record of consistent buying of crypto is unmatched by any public company

in the world. Bitmine has bought ETH each and every week since the inception of its 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 has expanded 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 September 20, 2026, Bitmine total staked ETH stands at 5,067,309 ($13.6 billion at $2,688 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 would be $421 million on an annualized basis (using 2.62% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $357 million. And this 5.1 million ETH is 85% of the 5.98 million ETH held by Bitmine. Bitmine’s

own staking operations generated a 7-day yield of 2.62% (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 $1.2 billion (5-day average, as of September 18, 2026), ranking #100 in the US, behind Eaton Corp (rank #99) and ahead of Ciena Corp

(rank #101) 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

845,080 BTC valued at approximately $75 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 that the Company is 98% of the way to achieving this goal in 15 months; (ii) the Company’s

digital asset accumulation and treasury strategy, including statements regarding continued weekly ETH acquisitions since the inception

of the ETH Treasury Strategy on June 30, 2025 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 $421 million at scale (assuming Bitmine’s

ETH is fully staked by MAVAN and its staking partners using 2.62% 7-day BMNR yield), currently projected annualized staking revenues

of approximately $357 million, the 7-day yield of 2.62% (annualized), and that 85% of Bitmine’s ETH holdings are currently staked;

(iv) MAVAN’s 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) the belief that a crypto

bull market is underway, having started in late June, driven by the rotation from AI back to crypto, strengthening crypto fundamentals

centered around tokenization and AI, and the ending of the 4-year cycle; (vi) statements regarding ETH’s performance as the best

performing macro asset in Q3 2026 to date, outperforming the S&P 500 by 6,519bp; (vii) the belief that ETH’s outperformance

in Q3 2026 is a prelude to a potentially stronger up move in Q4 2026 and the expectation that institutions will substantially increase

their crypto exposure in the final 3 months of 2026, which could add meaningful upside to the gains seen since June 30th; (viii) management’s

belief that the GENIUS Act and SEC Project Crypto are as transformational to financial services in 2026 as the end of the Bretton Woods

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

including that its investment in Eightco Holdings (NASDAQ: ORBS) provides investors indirect exposure to OpenAI and its $180 million

stake in Beast Industries; and (x) statements regarding the value of the Company’s crypto, cash, marketable securities, and “moonshot”

holdings, including aggregate holdings of $17.1 billion and ETH holdings representing 4.9% of the total ETH supply.

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, technical analysis indicators, 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 (including Coinbase) 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, continue its record of weekly ETH acquisitions, 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; the accuracy of beliefs regarding the existence, timing, duration, and drivers of a crypto bull market, including

the expected rotation from AI to crypto, the strengthening of crypto fundamentals, and the timing of the 4-year cycle; the risk that

the anticipated stronger up move in Q4 2026 does not occur and that institutions do not increase their crypto exposure as expected; competition

in the digital asset treasury, staking, and mining industries; the Company’s dependence on key personnel, including executive leadership

and advisors; regulatory developments affecting digital assets, blockchain technology, and staking activities in the United States and

globally, including 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 (including the nature and extent of any indirect exposure to OpenAI) and Beast Industries; macroeconomic factors,

including inflation, interest rates, Federal Reserve monetary policy, labor market conditions, war risks, rising yields, and general

economic conditions affecting investor sentiment toward digital assets; the unpredictability of cryptocurrency market cycles and the

accuracy of expectations regarding future crypto cycles; changes to the Ethereum protocol, including staking mechanics, validator requirements,

and reward structures; 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

Sep. 21, 2026

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IMMERSION TECHNOLOGIES, INC.

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

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-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.

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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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