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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): January 2, 2026
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 January 2, 2026, 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 approval of the Charter Amendment Proposal at 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 January 2, 2026, 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 January 2, 2026, the communications shown in Exhibit 99.3 were posted to social media.
The information under this Item 7.01, including Exhibits 99.1 and 99.2 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.
Additional Information and Where to Find It
The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for the Annual Meeting.
The Definitive Proxy Statement contains important information about the matters to be voted on at the Annual Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING. Stockholders are able to obtain free copies of these documents, and other documents filed with the SEC by the Company, through the website maintained by the SEC at www.sec.gov or through the investor relations section of the Company’s website at www.bitminetech.io/investor-relations.
Participant Information
The Company, its directors, and certain of its executive officers are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the section titled “Executive and Director Compensation” in the Definitive Proxy Statement available here. Information regarding the participants’ holdings of the Company’s securities can be found in the section titled “Security Ownership of Certain Beneficial Owners and Management” in the Definitive Proxy statement available here.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Presentation (January 2, 2026) | |
| 99.2 | Transcript of Video (January 2, 2026) | |
| 99.3 | ||
| 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: January 2, 2026 | By: | /s/ Chi Tsang |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Exhibit 99.2
BMNR Chairman’s Message Transcript – January 2, 2026
Hi there, this is Tom Lee. I’m Chairman of Bitmine Immersion Technologies, and I made this video to explain to you why Bitmine needs to increase its authorized shares. As you know, we’re in the midst of our annual shareholder vote, and I want to ask you to vote yes for the authorized shares increase.
The details are available in the proxy, and the specific matter I want to talk about is, matter of business number two, to approve the Charter Amendment to increase the number of authorized shares. Currently, Bitmine has 500 million shares authorized and we want to increase this to 50 billion. Now, many of you are wondering why would we be increasing shares by such a dramatic amount? And so I want to explain.
The first is Bitmine needs to conduct capital market activities, including at the money transactions or in the future, convertible instruments or warrants, or even preferred stock. We also want to make opportunistic acquisitions, and we would need shares for that. But I think the most important reason we need to increase the authorized shares is we have to accommodate share splits.
This is really the key and why we’re increasing the shares. Let me explain. Bitmine’s stock price follows the price of Ethereum. So, on the X axis here is the price of Ethereum. The Y axis is Bitmine’s share price, and this is since July 10th. And as you can see, as Ethereum’s price has moved up, Bitmine’s price has moved.
The coefficient in this, it’s a rough equation, is roughly 0.015 times the price of ETH plus whatever ETH per share accretion is taking place. Now, keep in mind, Ethereum in our view is the future of finance. Larry Fink even wrote about how tokenization is really the biggest innovation in financial market infrastructure since double ledger accounting.
And he thinks we’re at the beginning of tokenizing all assets. And the good news is most of this is taking place on Ethereum. Look at the number of Wall Street institutions building on Ethereum and look at the total value locked. The majority of this, vast majority of this is happening on Ethereum.
We’ve talked about this, this is why we think the price ratio of Ethereum to Bitcoin is really the most important to watch. And if Bitcoin gets to 250,000, which is our view, and Ethereum trades at its eight year average ratio, that’s 12,000 Ethereum. If it gets to the 2021 high, that’s 22,000 Ethereum.
You know, we believe Ethereum is because it’s the future finance. Well, it’s going to be a payment rail that gets to 62,000 Ethereum. But what if Bitcoin gets to a million that would value Ethereum at $250,000. So, you can imagine, let’s take this chart again that Bitmine’s price follows Ethereum’s price, but then let’s look at the future price levels for Ethereum.
$22,000, $62,500, $250,000 Ethereum while using that coefficient, that would put $500 Bitmine share price at $22,000 ETH, at $62,000 ETH $1,500 is the implied price for Bitmine . And of course, at $250,000, the implied price for Bitmine is $5,000 a share. Now, of course, this is per share level, so these are implied from using Ethereum’s price in that coefficient.
Here’s the thing, not everybody wants a stock price at 500 or 1500 or 5,000. Most people want shares to stay at around 25. So what would be the required split to get Bitmine’s share price back to 25? 25 means it’s easier to buy lots of shares at $25 a share. Then at 5,000, for instance. Well, here’s the numbers.
At 22,000 ETH, the stock price would have to split 20 to 1 to get back to 25. At 62,000 ETH, the stock would have to split 60 to 1, and the implied split at 250,000 ETH is a 100 to 1. Well, what does that mean? As you can see, the current shares outstanding is 426 million, and we’re trying to get the authorized share count to 50 billion.
That doesn’t mean we’re issuing 50 billion shares. That’s what we want the total max shares to be. Well, here’s the math. If you split 20 to one, the current share count would go to eight and a half billion. If you split 60 to one, the share count goes to 26 billion. And if you split a hundred to one, the number of shares goes to 43 billion.
So you could see it’s going to be important to increase the total maximum authorized shares. So going back to this question, why does the company need to increase authorized shares? I think the most important is to accommodate share splits. Keep in mind the shareholder vote deadline is 11:59 PM Eastern Time, January 14th.
Okay, that’s only in a couple weeks, and we would ask you to vote yes if you want to figure out ways to vote. We did record a message a week ago explaining how to vote your shares, and of course, you’re welcome to attend our shareholder meeting on January 15th at the Wynn Las Vegas. Thank you and keep in mind, please vote yes.
Exhibit 99.3
