Form 8-K - Groowe Newsroom

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-015446

Filed: 2026-04-07

Period: 2026-04-02

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.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): April 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.)

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

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 ☒

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

1.01. Entry into a Material Definitive Agreement.

Tsang

Amendment No. 1 to Employment Agreement

April 2, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) entered into Amendment No. 1 to that certain

Employment Agreement, dated as of November 20, 2025 (the “Tsang Employment Agreement”), with Chi Tsang, the

Company’s Chief Executive Officer (the “Tsang Amendment”), to modify certain long-term incentive compensation

and related provisions.

The

Tsang Amendment amends Section 4(b) of the Tsang Employment Agreement to provide that, during the term of his employment, Mr. Tsang will

be eligible to receive an annual long-term incentive award with a target grant date value of $500,000 for each fiscal year. Such awards

will be delivered 60% in the form of restricted stock units (“RSUs”) and 40% in the form of stock options (“Options,”

and collectively with the RSUs, the “Tsang Awards”), in each case subject to the terms and conditions of the

Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable

award agreement.

The

number of RSUs and Options comprising each annual award will be determined by the Board of Directors of the Company (the

“Board”) based on dividing the applicable award amount by the volume-weighted average trading price of the

Company’s common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable

grant date, and, with respect to Options awards, multiplied by a factor of three. The exercise price per share of each Option will

be not less than the fair market value of a share of the Company’s common stock on the date of grant.

The

Tsang Awards will vest in four equal quarterly installments of 25% over a one year period following the grant date, subject to Mr. Tsang’s

continued employment through each applicable vesting date. If Mr. Tsang’s employment terminates before a vesting date, unvested

Tsang Awards will be immediately forfeited unless otherwise provided in Section 8 of the Tsang Employment Agreement or in an applicable

award agreement.

Young

Amendment No. 1 to Employment Agreement

April 2, 2026, the Company entered into Amendment No. 1 to that certain Employment Agreement, dated as of January 7, 2026 (the “Kim

Employment Agreement”), with Young Kim, the Company’s Chief Financial Officer and Chief Operating Officer (the “Kim

Amendment” and, together with the Tsang Amendment, the “Amendments”), to modify certain long-term

incentive compensation and related provisions.

The

Kim Amendment amends Section 4(b) of the Kim Employment Agreement to provide that, during the term of his employment, Mr. Kim will be

granted an annual long-term incentive award in the form of stock options with a target value of $1,750,000 for each fiscal year (the

“Kim Awards”). The long-term incentive award for fiscal year 2026 will be prorated based on the portion of

fiscal year 2026 during which Mr. Kim is employed by the Company. The Kim Awards are subject to the terms and conditions of the Omnibus

Plan and any applicable award agreement.

The

number of stock options comprising each annual award will be determined by the Board based on dividing the applicable award amount

by the volume-weighted average trading price of the Company’s common stock over the ten consecutive trading days ending on the

trading day immediately preceding the applicable grant date, and then multiplying by a factor of three. The exercise price per

share of each Option will be not less than the fair market value of a share of the Company’s common stock on the date of

grant.

The

stock options will vest in four equal quarterly installments of 25% over a one-year period following the grant date, subject to Mr. Kim’s

continued employment through each applicable vesting date. If Mr. Kim’s employment terminates before a vesting date, unvested stock

options will be immediately forfeited unless otherwise provided in Section 8 of the Kim Employment Agreement or in an applicable award

agreement.

The

foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by the terms and conditions

of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein

by reference.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

10.1

Tsang Amendment No. 1 to Employment Agreement, dated April 2, 2026.

10.2

Kim Amendment No. 1 to Employment Agreement, dated April 2, 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:

April 7, 2026

By:

/s/

Chi Tsang

Name:

Chi

Tsang

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 TO EMPLOYMENT AGREEMENT

THIS

AMENDMENT NO. 1 (this “Amendment”), effective as of April 2, 2026 (the “Effective Date”), to the

Employment Agreement, dated as of November 20, 2025, by and between Bitmine Immersion Technologies, Inc. (the “Company”)

and Chi Tsang (“Executive”, and the agreement, the “Employment Agreement”), is made and entered

into by and between the Company and Executive. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the

Employment Agreement.

WHEREAS,

the Company and Executive are parties to the Employment Agreement and mutually desire to amend the terms and conditions of the Employment

Agreement as set forth in this Amendment.

NOW,

THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Section

4(b) of the Employment Agreement is hereby amended and replaced with the following:

Long-Term

Incentive. During the Term, Executive shall be eligible to receive an annual long-term incentive award with a target grant date value

of $500,000 for each fiscal year, delivered 60% in the form of restricted stock units (“RSUs”) and 40% in the form of stock

options (“Options”) (collectively, the “Awards”), in each case subject to the terms and conditions

of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable

award agreement.

The

number of RSUs and Options comprising each annual Award shall be determined by the Board (or a duly authorized committee thereof) in

a manner consistent with the foregoing target value, based on the volume-weighted average trading price of the Company’s common

stock over the ten (10) consecutive trading days ending on the trading day immediately preceding the applicable grant date. No fractional

shares shall be issued, and any resulting fractional amounts shall be rounded down to the nearest whole share. The exercise price per

share of each Option shall be not less than the fair market value of a share of the Company’s common stock on the date of grant.

Except

as otherwise provided herein or in an applicable award agreement, the Awards shall vest in four (4) equal quarterly installments over

a one (1) year period following the grant date, subject to Executive’s continued employment through each applicable vesting date.

If Executive’s employment terminates before a vesting date, unvested Awards shall be immediately forfeited unless otherwise provided

in Section 8 of this Agreement or in an applicable award agreement.

2. Section

8(a)(v) of the Employment Agreement is hereby amended and replaced with the following:

(v)

any portion of the Awards that are vested as of the date of termination; unvested equity shall be treated in accordance with the terms

set forth in an applicable award agreement;

3. Section

14 of the Employment Agreement is hereby amended by replacing the phrase “RSU grants”

with “Awards”.

4. This

Amendment satisfies all requirements for amendments to the Employment Agreement as described

in Section 15(d) of the Employment Agreement and Executive hereby acknowledges and agrees

that none of the modifications herein shall form the basis for constructive termination by

the Company.

5. Effect

of Amendment. Except as set forth herein, all provisions of the Employment Agreement

shall remain in full force and effect.

6. Modifications.

This Amendment may not be amended, modified, or changed (in whole or in part) except by a

formal, definitive written agreement expressly referring to this Amendment, which agreement

is executed by both of the Company and Executive.

7. Miscellaneous.

The provisions of Section 15 of the Agreement shall apply to this Amendment as if set forth

herein in full.

[Signature

page follows]

WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the day and year first written above.

COMPANY

Bitmine

Immersion Technologies, Inc.

By: /s/ Thomas

Lee

Name: Thomas

Lee

Title: Executive

Chairman

EXECUTIVE

/s/

Chi Tsang

Chi

Tsang

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT

NO. 1 TO EMPLOYMENT AGREEMENT

THIS

AMENDMENT NO. 1 (this “Amendment”), effective as of April 2, 2026 (the “Effective Date”), to the

Employment Agreement, dated as of January 7, 2026, by and between Bitmine Immersion Technologies, Inc. (the “Company”)

and Young Kim (“Executive”, and the agreement, the “Employment Agreement”), is made and entered

into by and between the Company and Executive. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the

Employment Agreement.

WHEREAS,

the Company and Executive are parties to the Employment Agreement and mutually desire to amend the terms and conditions of the Employment

Agreement as set forth in this Amendment.

NOW,

THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Section

4(b) of the Employment Agreement is hereby amended and replaced with the following:

Long-Term

Incentive. During the Term, Executive shall be granted an annual long-term incentive award in the form of stock options (“Options”)

(the “Awards”) with a target value of $1,750,000 for each fiscal year, provided that the long-term incentive award

for fiscal year 2026 shall be prorated based on the portion of fiscal year 2026 during which Executive is employed by the Company, in

each case subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus

Plan”), and any applicable award agreement.

The

number of Options comprising each annual Award shall be determined by the Board (or a duly authorized committee thereof) in a manner

consistent with the foregoing target value, based on the volume-weighted average trading price of the Company’s common stock over

the ten (10) consecutive trading days ending on the trading day immediately preceding the applicable grant date. No fractional shares

shall be issued, and any resulting fractional amounts shall be rounded down to the nearest whole share. The exercise price per share

of each Option shall be not less than the fair market value of a share of the Company’s common stock on the date of grant.

Except

as otherwise provided herein or in an applicable award agreement, the Awards shall vest in four (4) equal quarterly installments over

a one (1) year period following the grant date, subject to Executive’s continued employment through each applicable vesting date.

If Executive’s employment terminates before a vesting date, unvested Awards shall be immediately forfeited unless otherwise provided

in Section 8 of this Agreement or in an applicable award agreement.

2. Section

8(a)(v) of the Employment Agreement is hereby amended and replaced with the following:

(v)

any portion of the Awards that are vested as of the date of termination; unvested equity shall be treated in accordance with the terms

set forth in an applicable award agreement;

3. Section

14 of the Employment Agreement is hereby amended by replacing the phrase “RSU grants”

with “Awards”.

4. This

Amendment satisfies all requirements for amendments to the Employment Agreement as described

in Section 15(d) of the Employment Agreement and Executive hereby acknowledges and agrees

that none of the modifications herein shall form the basis for constructive termination by

the Company.

5. Effect

of Amendment. Except as set forth herein, all provisions of the Employment Agreement

shall remain in full force and effect.

6. Modifications.

This Amendment may not be amended, modified, or changed (in whole or in part) except by a

formal, definitive written agreement expressly referring to this Amendment, which agreement

is executed by both of the Company and Executive.

7. Miscellaneous.

The provisions of Section 15 of the Agreement shall apply to this Amendment as if set forth

herein in full.

[Signature

page follows]

WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the day and year first written above.

COMPANY

Bitmine

Immersion Technologies, Inc.

By: /s/

Chi Tsang

Name: Chi

Tsang

Title: Chief

Executive Officer

EXECUTIVE

/s/

Young Kim

Young

Kim

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