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Form 8-K

sec.gov

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-036757

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): August 10, 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

August 10, 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 August 10, 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:

August 10, 2026

By:

/s/

Chi Tsang

Name:

Chi

Tsang

Title:

Chief

Executive Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.81 Million Tokens, and Total Crypto and Total Cash Holdings of $11.6 Billion

Bitmine

owns 4.8% of the total ETH coin supply of 120.7 million

Bitmine

is 96% of the way to the ‘Alchemy of 5%’ in just 14 months

In

July, ETH outperformed Nasdaq 100 by 2,500 basis points, the largest since July 2025, reflective of the strengthening fundamentals of

crypto

Bitmine

repurchased 3.0 million common stock in the past week, and has repurchased over 19 million shares cumulatively since July 2026 under

its previously announced $4 billion share repurchase program

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 $9.8 billion at $1,928 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $69 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 $11.6 billion, including 5.81 million ETH tokens,

total cash & marketable securities of $104 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, August 10, 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 $11.6 billion.

As

of August 9, 2026 at 6:30pm ET, the Company’s crypto holdings are comprised of 5,805,238 ETH at $1,928 per ETH (per Coinbase NASDAQ:

COIN), 209 Bitcoin (BTC), $180 million stake in Beast Industries, $69 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $104 million. Bitmine’s ETH holdings are 4.8% of the ETH supply (of 120.7 million

ETH).

“We

are disappointed that the CLARITY Act will not see a Senate vote before the August recess, but financial markets seem more focused on

the recent softer inflation and jobs data. The odds of a Sept. hike by the Federal Reserve have fallen to 40% from 75% two weeks ago,”

stated Thomas “Tom” Lee, Chairman of Bitmine. “We expect easing financial conditions to be a tailwind for crypto.”

“Since

Bitmine pivoted to an Ethereum Treasury strategy on June 30 of last year, sizable outperformance of ETH vs Bitcoin (monthly) has typically

been followed by Bitmine’s shares outperforming ETH over the following month. In July, ETH outperformed Bitcoin by 1,100bp similar

to July 2025, Dec 2025, March 2026 and in those instances, Bitmine’s shares saw strong outperformance over ETH in the following

two months.” continued Lee.

“We

continue to view Bitmine’s common shares as undervalued and the Company repurchased 3 million shares during the past week, bringing

total common equity repurchases to over 19 million common shares since the start of July. This buyback remains the largest ever executed

by any Ethereum, Bitcoin or crypto DAT (Digital Asset Treasury),” continued Lee. Since July 1, 2026, Bitmine has repurchased 19.1

million shares of common stock under the previously authorized $4 billion share repurchase program.

“Over

the past week, we acquired 7,391 ETH. Bitmine has bought ETH every week since the inception of the ETH Treasury Strategy on June 30,

2025 about 14 months ago,” stated Lee.

On

July 16, 2026, Bitmine released the latest Chairman’s Message (link here) for July 2026. The title of the Message is “ETH

is the cure for the Uncanny Valley of Wealth.”

Earlier

in 2026, Bitmine 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.

As

of August 9, 2026, Bitmine total staked ETH stands at 5,067,309 ($9.8 billion at $1,928 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 $294 million on an annualized basis (using 2.63% 7-day BMNR yield),” stated Lee.

“Annualized

staking revenues are now projected at $257 million. And this 5.1 million ETH is 87% of the 5.81 million ETH held by Bitmine. Bitmine’s

own staking operations generated a 7-day yield of 2.63% (annualized),” continued Lee.

Bitmine’s

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

842,138 BTC valued at approximately $59 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 US action on August 15, 1971, which ended the Bretton Woods system and took the U.S. dollar off 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/

To

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

About

Bitmine

Bitmine

Immersion Technologies, Inc. (NYSE: BMNR) and 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. During 2025, the Company 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

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,” “forecasts,” “targets,” “goals,” “may,”

“will,” “would,” “could,” “should,” or similar expressions, or the negative of such terms,

or other comparable terminology. This press release specifically contains forward-looking statements regarding, among other things: (i)

the Company’s goal of acquiring 5% of the total ETH supply (the “Alchemy of 5%” initiative) and statements regarding

its progress toward this goal; (ii) the Company’s digital asset accumulation and treasury strategy, including statements regarding

continued weekly ETH acquisitions and the Company’s status as the largest ETH treasury in the world; (iii) the Company’s

staking operations, including projected annualized ETH staking rewards of approximately $294 million (assuming Bitmine’s ETH is

fully staked by MAVAN and its staking partners at scale), current projected annualized staking revenues of approximately $257 million,

and the 7-day yield of 2.63% (annualized); (iv) MAVAN’s intended expansion to serve institutional investors, custodians, and ecosystem

partners seeking best-in-class staking infrastructure; (v) the Company’s $4 billion share repurchase program, including statements

regarding the execution, size, and potential accretive value of such program; (vi) management’s views regarding the valuation of

the Company’s common shares and expectations regarding future stock price performance relative to ETH and other digital assets;

(vii) expectations regarding the relationship between ETH performance versus Bitcoin or the Nasdaq 100 and subsequent performance of

the Company’s shares; (viii) statements regarding the impact of macroeconomic factors, including Federal Reserve policy, inflation

data, and labor market conditions, on digital asset markets and financial conditions; (ix) management’s belief that the GENIUS

Act and SEC Project Crypto are transformational to financial services; (x) statements regarding the Company’s investment in Eightco

Holdings (NASDAQ: ORBS) as providing indirect exposure to OpenAI; and (xi) the future growth, advancement, and strategic direction of

the Company’s Ethereum treasury strategy and blockchain infrastructure capabilities.

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; changes in market conditions affecting the trading price of

the Company’s common stock and Series A Preferred Stock; the Company’s ability to successfully execute its digital asset

acquisition strategy and achieve its ETH accumulation targets; the Company’s ability to finance its business operations, Ethereum

treasury operations, MAVAN expansion, and share repurchase activities; operational, security, and technological risks associated with

the Company’s staking and validation operations, including network failures, cybersecurity breaches, and protocol changes; competition

in the digital asset treasury, staking, and mining industries; the Company’s dependence on key personnel, including executive leadership;

regulatory developments affecting digital assets, blockchain technology, and staking activities in the United States and globally, including

the ultimate enactment, implementation, and interpretation of the GENIUS Act, CLARITY Act, and other pending legislation and regulatory

initiatives; actions by the SEC, CFTC, and other regulatory bodies affecting digital assets and related businesses; risks related to

the Company’s investments in early-stage blockchain opportunities (“moonshot” investments), including the investment

in Eightco Holdings; macroeconomic factors, including inflation, interest rates, Federal Reserve monetary policy, and general economic

conditions affecting investor sentiment toward digital assets; changes to the Ethereum protocol, including staking mechanics, validator

requirements, and reward structures; risks related to AI systems and their potential impact on cryptocurrency markets and blockchain

technology; the performance of third-party service providers, exchanges, and custodians; risks related to the concentration of the Company’s

assets in digital currencies; 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, forecasts, and projections, as well as management’s assumptions

and beliefs concerning future events. Actual results may vary materially from those expressed or implied by forward-looking statements

based on a number of factors, including those 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 on the SEC’s website at www.sec.gov and on the Company’s website at https://Bitminetech.io/investor-relations/.

Forward-looking statements speak only as of the date on which they are made. Bitmine expressly disclaims any obligation or undertaking

to update, revise, or supplement any forward-looking statements to reflect any change in its expectations or any change in events, conditions,

or circumstances on which any such statements are based, except as required by applicable law or regulation.

SOURCE

Bitmine Immersion Technologies, Inc.

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

+19178333392

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