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Form 8-K

sec.gov

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-046744

Filed: 2026-10-13

Period: 2026-10-12

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)

OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 12, 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

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 ☒

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

October 12, 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 October 12, 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:

October 13, 2026

By:

/s/

Young Kim

Name:

Young

Kim

Title:

Chief

Financial Officer and Chief Operating Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach 6.03 Million Tokens, and Total Crypto and Total Cash & Marketable Securities

Holdings of $16.2 Billion

Bitmine

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

Bitmine

is 99% of the way to the ‘Alchemy of 5%’ in just 15 months

Bitmine

released Chairman’s Message on October 7 titled “Crypto Bull Underway — This Cycle Likely the Largest”

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 $12.9 billion at $2,544 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $85 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 $16.2 billion, including 6.03 million ETH tokens,

total cash & marketable securities of $612 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, October 12, 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 $16.2 billion.

As

of October 11, 2026 at 1:30pm ET, the Company’s crypto holdings are comprised of 6,028,946 ETH at $2,544 per ETH (per Coinbase

NASDAQ: COIN), 214 Bitcoin (BTC), $180 million stake in Beast Industries, $85 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $612 million. Bitmine’s ETH holdings are 4.9% of the ETH supply (of 122.1 million

ETH).

On

October 7, Bitmine released its latest Chairman’s message titled “Crypto Bull Underway — This Cycle Likely the Largest.”

The presentation is available at the Bitmine website (presentation link).

“We

believe Bitmine is positioned to outperform the crypto bull market that we expect to be coming, as the company has strengthened its competitive

position over the past year in the midst of a crypto winter (bear market),” stated Thomas “Tom” Lee, Chairman of Bitmine.

“The

accumulation of a majority of our 6 million ETH took place in the midst of a crypto bear market and with the Company nearing our 5% ETH

accumulation target, we believe the company is attractively positioned ahead of the coming crypto bull,” continued Lee.

Among

the key strategic steps taken in the past year is the issuance of the Bitmine 9.5% Perpetual Preferred stock (BMNP) in June of this year.

BMNP was issued at $80 and last closed at $99.53.

“BMNP,

the Company’s perpetual preferred stock, gained 24% since issuance outperforming fixed income as Treasuries (TLT) fell -8% in that

same timeframe,” continued Lee.

“BMNP

has established a benchmark yield for ETH credit and at 9.56% is 256bp below that of comparable Bitcoin credit yield (STRC) and 515bp

below that of comparable Solana yield (CHAD). This reflects the superior yield and stability characteristics of ETH, in my opinion,”

continued Lee.

“We

believe that as crypto enters a cycle we expect to be a bull market, what is notable is Bitmine’s share price outperformance of

ETH during the bear market of 2025-2026. In the first 9 months of 2026, ETH declined 10% while BMNR was down by 3%, or outperformance

of 731bp,” stated Thomas “Tom” Lee, Chairman of Bitmine.

“The

outperformance of ETH by 6,832bp relative to the S&P 500 in 3Q26 is notable considering the substantial macro headwinds that emerged

in the quarter including a ‘hawkish’ Fed, surging oil, rise in global bond yields and general tightening of financial conditions.

For the quarter, ETH outperformed by 6,832bp, dwarfing other macro assets,” stated Lee.

“Owing

to the following factors, we see the potential for this to be the largest ever crypto bull market. The drivers being: tokenization; wealth

transfer; DATS absorbed supply; Crypto being an AI downstream story,” continued Lee.

Vlad

Tenev, CEO of Robinhood, recently stated on CNBC “$100 trillion of wealth transfer is underway” (interview link).

Based upon data compiled by the IRS and Fundstrat, this wealth effect is estimated to total $1.5T to $2.0T between 2026-2028.

“The

wealth transfer underway is expected to support the upcoming crypto bull market as those inheriting wealth are younger and likely have

a higher risk appetite for crypto and equities. We expect this effect to be more pronounced in the bull market we expect to be upcoming

compared to the prior 2019-2021 cycle as the wealth transfer is projected to be a much larger dollar value transfer compared to last

cycle,” stated Lee.

And

further differentiating this upcoming bull cycle is that crypto Digital Asset Treasuries (DATS) have absorbed a larger share of crypto

supply.

“DATS

represent essentially permanent supply removed from the crypto market and this dynamic is favorable ahead of the upcoming crypto bull

cycle, particularly compared to the prior 2019-2021 period, when DATS were not a factor,” continued Lee.

“Over

the past week, we acquired 12,532 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 the ETH Treasury Strategy on June 30, 2025,” stated

Lee.

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.

As

of October 11, 2026, Bitmine total staked ETH stands at 5,067,309 ($12.9 billion at $2,544 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 $400 million on an annualized basis (using 2.61% 7-day BMNR yield). This compares to annualized staking revenues

at $336 million based upon BMNR’s 5.1 million currently staked ETH (84% of the 6.03 million ETH held by Bitmine),” continued

Lee.

Bitmine’s

crypto holdings reign as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (NASDAQ: MSTR), which reportedly owns

848,000 BTC valued at approximately $77 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 U.S. 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.

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/

To

stay informed, please sign up at: https://Bitminetech.io/contact-us/

About

Bitmine

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

Cautionary

Note on 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,” “targets,” “goal,” “potential,” “positioned,”

“likely,” “may,” “will,” “would,” “could,” “should,” “view,”

or similar expressions. This press release specifically contains forward-looking statements regarding: (i) the Company’s goal of

acquiring 5% of the total ETH supply (the “Alchemy of 5%” initiative); (ii) the Company’s digital asset accumulation

and treasury strategy, including statements regarding the expected pace, extent, and continuation of ETH acquisitions and management’s

statement that the Company is largely finished buying ETH; (iii) the Company’s staking operations, including projected annualized

ETH staking rewards of approximately $400 million at scale and projected annualized staking revenues of approximately $336 million, each

of which is based on a 7-day trailing yield that may not be representative of future yields; (iv) MAVAN’s expansion to serve institutional

investors, custodians, and ecosystem partners; (v) management’s beliefs regarding future crypto market conditions, including that

a crypto bull market is underway or forthcoming, that it may be the largest crypto bull market ever, and the anticipated effects of tokenization,

wealth transfer, digital asset treasury supply absorption, and artificial intelligence on crypto markets; (vi) management’s beliefs

that the Company is positioned to outperform in future market conditions and regarding the Company’s competitive position; (vii)

management’s beliefs regarding the Company’s Series A Perpetual Preferred Stock (BMNP), including its role as a benchmark

for ETH credit yields and the yield and stability characteristics of ETH; (viii) estimates of future wealth transfer and its expected

impact on demand for crypto and equities; (ix) management’s belief that the GENIUS Act and SEC Project Crypto are or will be transformational

to financial services; and (x) statements regarding the future value of the Company’s crypto, cash, marketable securities, and

“moonshot” holdings.

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; the concentration of the Company’s assets in ETH; the

possibility that crypto markets do not enter a bull market, or that any such market is shorter or smaller than anticipated; the Company’s

reliance on third-party pricing sources, reported market values, and third-party data and estimates (including estimates of wealth transfer),

which may fluctuate materially or prove inaccurate; uncertainty in the valuation of illiquid and privately held investments, including

the Company’s stake in Beast Industries; changes in market conditions affecting the trading price and volume of the Company’s

securities, including the Company’s common stock and Series A Perpetual Preferred Stock, and the relationship between the trading

price of the Company’s securities and the value of its digital asset holdings; the Company’s ability to pay dividends on

its Series A Perpetual Preferred Stock; dilution resulting from future issuances of equity or equity-linked securities; changes in the

Company’s ETH acquisition plans, including any decision to slow, pause, or resume purchases; the Company’s ability to successfully

execute its digital asset acquisition strategy and achieve its ETH accumulation targets, including the “Alchemy of 5%” goal;

the Company’s ability to finance its business 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 yields, rewards, and revenues differ materially from projected amounts, including because

short-term trailing yields may not persist; competition in the digital asset treasury, staking, and mining industries, and the risk that

digital asset treasury companies sell rather than hold their digital assets; the Company’s dependence on key personnel; regulatory

developments affecting digital assets, blockchain technology, and staking activities, including the implementation and interpretation

of the GENIUS Act, SEC Project Crypto, and other pending legislation or regulatory initiatives; actions by the SEC, CFTC, and other regulatory

bodies; risks related to the Company’s “moonshot” investments, including in Eightco Holdings and Beast Industries;

macroeconomic factors, including inflation, interest rates, monetary policy, oil prices, and general economic conditions; changes to

the Ethereum protocol; the performance of third-party service providers, exchanges, custodians, and staking partners; 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, and beliefs concerning future events. Actual results may vary materially

from those expressed or implied based on the factors 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 at www.sec.gov and 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

to update or revise any forward-looking statements except as required by applicable law.

SOURCE

Bitmine Immersion Technologies, Inc.

CONTACT:

Investor

Relations

ir@bitminetech.io

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

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Trading symbol of an instrument as listed on an exchange.

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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.

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

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