Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-019080

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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 27, 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

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.

April 27, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press

Release”) providing 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 April 27, 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 27, 2026

By:

/s/

Chi Tsang

Name:

Chi

Tsang

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach Unprecedented World Record of 5.078 Million Tokens, and Total Crypto and Total

Cash Holdings of $13.3 Billion

Bitmine

owns more than 4.21% of the total ETH coin supply of 120.7 million

Bitmine

is 84% of the way to the ‘Alchemy of 5%’ in just 10 months

Ethereum

continues to benefit from the dual tailwinds of Wall Street tokenizing on the blockchain and from agentic AI systems increasingly needing

public and neutral blockchains

Bitmine

uplisted to the New York Stock Exchange (“NYSE”) from the NYSE American effective as of April 9, 2026

Bitmine

has 3,701,589 staked ETH, representing $8.8 billion at $2,369 per ETH

MAVAN

(Made in America VAlidator Network) is a premier Ethereum staking destination for BMNR and institutional investors, with a focus on security,

performance, and resilience

Bitmine

owns $91 million of Eightco (NASDAQ: ORBS), now one of the only publicly listed equities in the world to give investors direct exposure

to OpenAI

Bitmine

Crypto + Total Cash Holdings + “Moonshots” total $13.3 billion, including 5.078 million ETH tokens, total cash of $940 million,

and other crypto holdings

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 129th most traded stock in the US, trading $845 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

NORWALK,

CT, April 27, 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 + “moonshots” holdings totaling $13.3 billion.

The

Company recently announced its uplisting to the New York Stock Exchange (“NYSE”) from the NYSE American on April 9, 2026.

The Company’s common stock continues to trade under the symbol “BMNR”.

of April 26, 2026 at 4:00pm ET, the Company’s crypto holdings are comprised of 5,078,386 ETH at $2,369 per ETH (Coinbase NASDAQ:

COIN), 200 Bitcoin (BTC), $200 million stake in Beast Industries, $91 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash of $940 million. Bitmine’s ETH holdings are 4.21% of the ETH supply (of 120.7 million ETH).

“Bitmine

ETH holdings crossed 5 million this past week,” stated Thomas “Tom” Lee, Chairman of Bitmine. “This is a major

milestone as the Company moves towards acquiring 5% of the ETH supply. And this pace of accumulation is astonishing, taking only 10 months

to reach 5 million.”

“Several

recent research reports, including the latest research by Etherealize, argue ETH is a ‘store of value’ and will be held as

collateral as digital assets are increasingly used in financial transactions. This new role for ETH has arguably been demonstrated by

its outperformance since the Iran War commenced. ETH has outperformed the S&P 500 by 1,696 basis points since the war started and

remains the single best performing asset in the world (beside crude oil prices),” stated Lee.

“Moreover,

Ethereum continues to benefit from the dual tailwinds of Wall Street tokenizing on the blockchain and from agentic AI systems increasingly

needing public and neutral blockchains. In our view, there is a lot of meaning to ETH being the best ‘war-time store of value’

and to ETH being the asset leading since the war started,” said Lee.

“Bitmine

has maintained the increased pace of ETH buys in each of the past four weeks, as our base case ETH is in the final stages of the ‘mini-crypto

winter.’ In the past week, we acquired 101,901 ETH, which is the highest pace of buys since the week of December 15, 2025,”

stated Lee.

Bitmine

recently launched MAVAN (the Made in American VAlidator Network), the institutional grade staking platform. While MAVAN was originally

developed to support Bitmine’s own Ethereum treasury, MAVAN intends to expand 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 April 26, 2026, Bitmine total staked ETH stands at 3,701,589 ($8.8 billion at $2,369 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 is $363 million annually (using 3.033% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now $264 million. And this 3.7 million ETH is about 73% of the 5.08 million ETH held by Bitmine. The CESR (Composite

Ethereum Staking Rate, administered by Quatrefoil) is 3.028%, while Bitmine’s own staking operations generated a 7-day yield of

3.033% (annualized),” continued Lee.

Bitmine

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

780,897 BTC valued at $58.2 billion. Bitmine remains the largest ETH treasury in the world.

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 $845 million (5-day average, as of April 24, 2026), ranking #129 in the US, behind Nike Inc (rank #128) and ahead of Comfort Systems

USA (rank #130) among 5,704 US-listed stocks (statista.com and Fundstrat research).

The

GENIUS Act and Securities and Exchange Commission’s (the “SEC”) 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.

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

(NYSE: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to be the leading Ethereum Treasury

company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided

by its philosophy of “the alchemy of 5%,” the Company is committed to ETH as its primary treasury reserve asset, leveraging

native protocol-level activities including staking and decentralized finance mechanisms. The Company launched MAVAN (Made-in America

VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in 2026.

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.” 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: (i) progress and achievement of the Company’s goals regarding ETH acquisition, including the ‘Alchemy

of 5%’ initiative and the long-term value of Ethereum; (ii) the Company’s beliefs regarding Ethereum’s performance

relative to other assets, including its characterization as a “wartime store of value” and its performance during geopolitical

events; (iii) the Company’s expectations regarding the current state and future trajectory of the cryptocurrency market, including

statements that ETH may be in the “final stages of the mini-crypto winter”; (iv) continued growth and advancement of the

Company’s Ethereum treasury strategy and the applicable benefits to the Company; (v) the Company’s share repurchase program,

including statements regarding shares trading below intrinsic value, the Company’s ability to accretively retire common shares,

and the execution of repurchases through open market transactions; (vi) the Company’s digital asset accumulation strategy and staking

operations, including MAVAN, its expansion to serve institutional investors, custodians, and ecosystem partners, and projected annual

staking revenues and rewards; (vii) statements regarding the benefits of Wall Street tokenization on the blockchain and agentic AI systems

utilizing public blockchains; (viii) expectations regarding the potential impact of regulatory developments, including the GENIUS Act

and SEC Project Crypto, on financial services and digital assets; and (ix) the Company’s financial flexibility to support its treasury

operations and expanded repurchase authorization. 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, share repurchase program, and proposed future business; the competitive environment of

Bitmine’s business; market conditions affecting the trading price of the Company’s common stock; regulatory developments

affecting digital assets, including the ultimate enactment and implementation of pending legislation and SEC initiatives; geopolitical

events and their impact on cryptocurrency markets; the volatility and unpredictability of digital asset prices; 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 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

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