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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)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 29, 2025
BITMINE IMMERSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42675 | 84-3986354 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
10845 Griffith Peak Dr. #2
Las Vegas, NV 89135
(Address of principal executive office) (Zip Code)
(404) 816-8240
(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 | NYSE American LLC |
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 ☒
If 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.
On December 29, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) published a presentation (the “Presentation”) that Tom Lee, Chairman of the Board of Directors of the Company, presented regarding the Company’s upcoming annual meeting of stockholders (the “Annual Meeting”). A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by reference.
On December 29, 2025, the Company released a video (the “Video”) of the Presentation. A copy of the transcript for the Video is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On December 29, 2025, the Company issued a press release (the “Press Release”) providing an update on the Company's operations, announcing the Presentation and Video, and encouraging stockholders to cast their votes for the Annual Meeting proposals. A copy of the Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On December 29, 2025, the Company issued an audio message (the “Audio Message”) to its stockholders of record as of the close of business on December 8, 2025, reminding them to vote their shares in connection with the Annual Meeting. A copy of the Audio Message is attached as Exhibit 99.4 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibits 99.1, 99.2 99.3, and 99.4 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 | Presentation (December 29, 2025) | |
| 99.2 | Transcript of Video (December 29, 2025) | |
| 99.3 | Press Release (December 29, 2025) | |
| 99.4 | Audio Message (December 29, 2025) | |
| 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: December 29, 2025 | By: | /s/ Chi Tsang |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Exhibit 99.2
BMNR Chairman’s Message – December 29, 2025
Hi there. My name is Tom Lee and I’m the Chairman of Bitmine Immersion Technologies.
This chairman’s message is focused on the shareholder vote, which is coming up. The deadline is January 14th, 2026, and I would like to remind you to vote yes for these proposals. There’s several ways to vote and I’m going to cover each of these. You can vote by telephone, by internet, but the key thing to remember is the deadline is January 14th, 2026 at 11:59 PM Eastern Time.
You may have received a text. This text looks like this. It says good morning or good day. This is somebody from Alliance Advisors and they encourage you to click a link to vote for, to cast your vote. And when you click at that on that link, you’ll be taken to a webpage that shows, different items for approval.
And we would like you to click to vote yes in support of that. You also can vote by telephone. You can call Alliance Advisors. That is Bitmine’s Proxy Solicitor, and this is their number to call 8 5 5 2 0 6 1 7 2 2. If you are international, you can call plus +1 973-284-7477 and of course you can contact Alliance Advisors if you have any questions about voting.
And you can also vote by internet on the web. If you received electronic proxy voting materials, your control number is found on this email. If you received proxies, actual physical copies in the mail, there’s a proxy card to vote. If you’re a Robinhood user, you’re going to have received an email from Robinhood that says bynoreply@robinhood.com and it allows you to vote.
Its hosted by Say Technologies. And you can also use proxyvote.com if you have some specific your accounts at specific places like Charles Schwab, Fidelity, Morgan Stanley, or Merrill Lynch. And you can use proxypush.com if your account is held with Interactive Brokers, WeBull or Trading 2 1 2.
And lastly, if you are a registered shareholder and you hold your shares directly with the company, then you might have just received this in the mail. And there are instructions here to vote directly on the internet, proxyvote.com and make sure you include your control number.
And of course, please also plan to attend our shareholders meeting on January 15th, its going to be at the Wynn Las Vegas. We hope to see you there, but please vote yes. And remember this Crypto supercycle is intact and please vote yes. Thank you.
Exhibit 99.3
Bitmine Immersion (BMNR) Announces ETH Holdings Reach 4.11 Million Tokens, and Total Crypto and Total Cash Holdings of $13.2 Billion
Bitmine releases Special Chairman’s Message related to upcoming Annual Stockholder Meeting
Bitmine staked ETH stands at 408,627 and MAVAN staking solution on track to
launch Q1 2026
Bitmine now owns 3.41% of the ETH token supply, two-thirds of the way to the ‘Alchemy of 5%’
Bitmine Crypto + Total Cash Holdings + “Moonshots” total $13.2 billion, including 4.11 million ETH tokens, total cash of $1.0 billion, and other crypto holdings
Bitmine will hold its Annual Stockholder Meeting at the Wynn Las Vegas on January 15, 2026
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 47th most traded stock in the US, trading $980 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
LAS VEGAS, December 29, 2025 /PRNewswire/ — (NYSE AMERICAN: 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 + “moonshots” holdings totaling $13.2 billion.
As of December 28th at 6:00pm ET, the Company’s crypto holdings are comprised of 4,110,525 ETH at $2,948 per ETH (Coinbase), 192 Bitcoin (BTC), $23 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”) and total cash of $1.0 billion. Bitmine’s ETH holdings are 3.41% of the ETH supply (of 120.7 million ETH).
“Market activity tends to slow as we enter the final holiday weeks of a calendar year. Bitmine added 44,463 ETH in the past week, as we continue to be the largest ‘fresh money’ buyer of ETH in the World.” said Thomas “Tom” Lee of Fundstrat, Chairman of Bitmine. “Year-end tax-loss related selling is pushing down crypto and crypto equity prices and this effect tends to be the greatest from 12/26 to 12/30, so we are navigating markets with this in mind.”
Bitmine released a special Chairman’s message (link) encouraging Bitmine stockholders to vote ahead of the upcoming annual stockholder meeting on January 15, 2026 (the “Annual Meeting”). There are 4 key proposals the company would like the stockholders to approve (see later section). “Our company benefits from the strong engagement and support of our stockholders and these 4 key proposals need your crucial ‘yes’ vote to enable us to achieve our ‘alchemy of 5%’ strategic plan,” said Tom Lee. “Bitmine sole focus remains creating stockholder value, achieving this by accretively acquiring ETH per share, optimizing yield and income on its ETH holdings, and strategically investing the balance sheet on ‘moonshots’ and leveraging the company’s strong community and market position to generate additional returns.”
Bitmine is currently working with 3 staking providers as the company moves towards unveiling its commercial MAVAN (Made in America VAlidator Network) in 2026. As of December 28, 2025, Bitmine total staked ETH stands at 408,627 ($1.2 billion at $2,948 per ETH). This is a fraction of the 4.11 million ETH held by Bitmine. The CESR (composite Ethereum staking rate, administered by Quatrefoil) is 2.81%. “At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the ETH staking fee is $374 million annual (using 2.81% CESR), or greater than $1 million per day” stated Tom Lee.
Bitmine crypto holding reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (MSTR), which owns 671,268 BTC valued at $59 billion. Bitmine remains the largest ETH treasury in the world.
“We continue to make progress on our staking solution known as The Made in America Validator Network (MAVAN). This will be the ‘best-in-class’ solution offering secure staking infrastructure and will be deployed in early calendar 2026,” continued Lee.
The GENIUS Act and SEC’s 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.
Bitmine is now one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume of $980 million (5-day average, as of December 26, 2025), ranking #47 in the US, behind Salesforce.com (rank #46) and ahead of General Electric (rank #48) among 5,704 US-listed stocks (statista.com and Fundstrat research).
Bitmine will hold its Annual Meeting at the Wynn Las Vegas on January 15, 2026. The company encourages stockholders to vote and attend its in-person Annual Meeting. Details and the agenda for the Annual Meeting can be found below:
Bitmine’s Annual Meeting:
| ● | Location: Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, Nevada 89109 | |
| ● | Timing: 12:00pm-3:00pm PST | |
| ● | Agenda: |
| 1. | Elect eight (8) directors for the next year; | |
| 2. | Approve the charter amendment to increase the number of authorized shares of common stock; | |
| 3. | Approve the 2025 Omnibus Incentive Plan; and | |
| 4. | Approve, on a non-binding advisory basis, the special, performance-based compensation arrangement for the executive chairman |
| ● | Attending the Annual Meeting: Stockholders wishing to attend the Annual Meeting in person must register in advance at https://web.viewproxy.com/BMNR/2026 and follow the instructions provided. Registration must be completed and submitted no later than January 13, 2026 at 11:59 p.m. Eastern Time. |
| ◌ | On the day of the meeting, please be ready to show your ticket and photo ID at the door for entry. If you have any questions, or need assistance with the registration process please contact Alliance Advisors at LogisticsSupport@allianceadvisors.com. |
| ● | Voting: Stockholders can vote either in person at the Annual Meeting or by proxy whether or not you attend the Annual Meeting utilizing one of the following methods: |
| ◌ | By mail: All stockholders of record who received paper copies of the company’s proxy materials can vote by marking, signing, dating, and returning their proxy card. | |
| ◌ | By telephone: Please call the number listed on your proxy card and follow the recorded instructions. You will need the control number included on your proxy card. | |
| ◌ | By internet: Please visit https://AALvote.com/BMNR or, if you received printed copies of your proxy materials, scan the QR code located on your proxy card. You will need the control number included on your proxy card. | |
| ◌ | The telephone and internet voting facilities for the stockholders of record of all shares will close at 11:59 p.m., Eastern Time on January 14, 2026. |
| ● | If you have any questions or need assistance please contact Alliance Advisors at |
| ◌ | 1-855-206-1722 or BMNR@allianceadvisors.com | |
| ◌ | Hours of Operation: |
| ■ | Monday – Friday: 9am-10pm EST | |
| ■ | Saturday – Sunday: 10am-10pm EST |
The Annual Meeting will be livestreamed on Bitmine’s X account: https://x.com/bitmnr
The Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://bitminetech.io/investor-relations/
The Chairman’s message can be found here:
https://www.bitminetech.io/chairmans-message
To stay informed, please sign up at: https://bitminetech.io/contact-us/ Bitmine is a Bitcoin and Ethereum Network Company with a focus on the accumulation of Crypto for long term investment, whether acquired by our Bitcoin mining operations or from the proceeds of capital raising transactions.
About Bitmine
Company business lines include Bitcoin Mining, synthetic Bitcoin mining through involvement in Bitcoin mining, hashrate as a financial product, offering advisory and mining services to companies interested in earning Bitcoin denominated revenues, and general Bitcoin advisory to public companies. Bitmine’s operations are located in low-cost energy regions in Trinidad; Pecos, Texas; and Silverton, Texas.
For additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
https://x.com/bmnrintern
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. This document specifically contains forward-looking statements regarding progress and achievement of the Company’s goals regarding ETH acquisition and staking, the long-term value of Ethereum, continued growth and advancement of the Company’s Ethereum treasury strategy and the applicable benefits to the Company. 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; 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 Securities and Exchange Commission (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
Exhibit 99.4
“Hi there—this is Tom Lee, Chairman of the Board of Bitmine Immersion Technologies.
I’m calling regarding your investment in our stock. Our Annual Shareholders Meeting is scheduled for January 15th, and we do not have a vote recorded for your shares.
The Board is asking you to take a moment to vote today and recommends voting FOR all proposals being presented. Voting is quick and only takes a minute of your time.
Please press 1 now to cast your vote with a live agent. If I have reached your voicemail, you may call us at 1-855-206-1722.
Thank you for being a Bitmine shareholder, and I’ll speak to you soon.”