Basic Stats
| CIK | 1829311 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bitmine Immersion Technologies, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 5, 2025 |
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): September 5, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporati |
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| September 5, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) Statement on NYSE American Listing and Access to Capital Markets BitMine, the leading Ethereum treasury, listed on July 8, 2025, fully compliant with NYSE standards and guidelines LAS VEGAS, September 5, 2025 /PRNewswire/ - (NYSE AMERICAN: BMNR) BitMine Immersion Technologies (“BitMine” or the “Company”) today released this statement regarding several media re |
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| September 4, 2025 |
Executive Employment Agreement Exhibit 10.3 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2025 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Erik Nelson (“Executive”). RECITALS WHEREAS, the Company desires to employ Executive as its President and |
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| September 4, 2025 |
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): September 1, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporati |
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| September 4, 2025 |
Executive Employment Agreement Exhibit 10.2 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2025 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Raymond Mow (“Executive”). RECITALS WHEREAS, the Company desires to employ Executive as its Chief Financia |
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| September 4, 2025 |
Executive Employment Agreement Exhibit 10.1 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2025 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Jonathan Bates (“Executive”). RECITALS WHEREAS, the Company desires to employ Executive as its Chief Execu |
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| September 2, 2025 |
Exhibit 99.3 BitMine Immersion (BMNR) Announces Release of August Investor Presentation and Latest Video Message from Tom Lee, Chairman BMNR investor presentation walks you through “the Alchemy of 5%” BitMine Crypto + Cash Holdings of $8.98 billion, including 1.87 million ETH Tokens BitMine remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founde |
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| September 2, 2025 |
Exhibit 99.1 |
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| September 2, 2025 |
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): September 2, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporati |
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| September 2, 2025 |
Exhibit 99.2 Video Transcript Hi there, this is Tom Lee. I’m Chairman of BitMine Immersion Technologies, ticker BMNR, and this is our August Chairman’s Message. BitMine is building the world’s premier Ethereum treasury, and our focus is the alchemy of 5%. Here are some disclaimers. And this is a table of contents of the video I’m going to walk you through. First, let me just start you with an intr |
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| August 28, 2025 |
Exhibit 10.1 8/26/2025 David Sharbutt Dear David, On behalf of the Board of Directors of Bitmine, I am pleased to extend an offer for you to serve as a member of our Board of Directors, effective immediately. Your appointment reflects our confidence in your leadership, experience, and commitment to advancing the mission and strategic vision of Bitmine. As a member of the Board, your responsibiliti |
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| August 28, 2025 |
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 25, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| August 28, 2025 |
Exhibit 99.1 David Sharbutt to Join BitMine (BMNR) Board of Directors David Sharbutt to lead BitMine’s efforts to expand its digital infrastructure capabilities David Sharbutt served 17 years on American Tower’s Board (AMT), one of America’s largest REITs BitMine is the world’s largest ETH Treasury company with Crypto + Cash Holdings Exceeding $9 billion, including 1.79 million ETH Tokens and tota |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 25, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| August 25, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) Reigns as the #1 ETH Treasury in the World, 2nd Largest Crypto Treasury Globally and the 20th Most Liquid US Stock, Trading $2.8 Billion per Day on Average BitMine Crypto + Cash Holdings Exceed $8.8 billion, including 1.71 million ETH Tokens BitMine Crypto + Cash holdings of $8.8 billion is a $2.2 billion increase from $6.6 billion reported last week BitMine r |
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| August 25, 2025 |
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 25, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| August 25, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) Reigns as the #1 ETH Treasury in the World, 2nd Largest Crypto Treasury Globally and the 20th Most Liquid US Stock, Trading $2.8 Billion per Day on Average BitMine Crypto + Cash Holdings Exceed $8.8 billion, including 1.71 million ETH Tokens Bitmine Crypto NAV per share is now $39.84 as of August 24th compared to $22.84 per share on July 27th. BitMine Crypto + |
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| August 18, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) is the #1 ETH treasury in the world, now 2nd largest crypto treasury globally and the 10th most liquid US stock, trading $6.4 billion per day on average BitMine Crypto Holdings Exceed $6.612 billion, including 1.52 Million ETH Tokens BitMine Crypto holdings of $6.6 billion ETH is a $1.7 billion increase from $4.9 billion reported last week BitMine remains supp |
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| August 18, 2025 |
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 18, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| August 12, 2025 |
BitMine Immersion Technologies, Inc. Up to $20,000,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-288579 Prospectus Supplement (To Prospectus dated July 9, 2025, and Prospectus Supplement dated July 24, 2025) PROSPECTUS BitMine Immersion Technologies, Inc. Up to $20,000,000,000 Common Stock This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated July 9, 2025 (the “Prospectus” |
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| August 12, 2025 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Bitmine Immersion Technologies, Inc. |
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| August 12, 2025 |
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 12, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| August 11, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) ETH Holdings Exceed 1.15 Million Tokens, Valued in Excess of $4.96 Billion, and Largest ETH Treasury in World BitMine is the largest ETH treasury in the world, 3rd largest crypto treasury globally BitMine ETH holdings of $4.96 billion ETH is a $2.0 billion increase from $2.9 billion reported last week BitMine remains supported by a premier group of institution |
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| August 11, 2025 |
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 11, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| August 4, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) ETH Holdings Exceed 833,000 Tokens, Valued in Excess of $2.9 Billion, and Largest ETH Treasury in World BitMine is the largest ETH Treasury in the World Iconic investor Bill Miller III, senior advisor to Miller Value Partners, takes significant stake in BitMine. Bill Miller III joins a premier group of institutional investors including ARK’s Cathie Wood, MOZAY |
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| August 4, 2025 |
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 4, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation |
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| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025 As filed with the Securities and Exchange Commission on July 29, 2025 Registration No. |
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| July 29, 2025 |
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): July 28, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation o |
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| July 29, 2025 |
OPEN MARKET SHARE REPURCHASE AGREEMENT Exhibit 10.1 OPEN MARKET SHARE REPURCHASE AGREEMENT This OPEN MARKET SHARE REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 28, 2025 by and between CANTOR FITZGERALD & CO. (“Broker”) and Bitmine Immersion Technologies, Inc. (the “Company”). Whereas, the Company wishes to repurchase shares of its common stock (the “Stock”) which is listed on the New York Stock Exchange Ame |
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| July 29, 2025 |
Exhibit 99.1 BitMine Immersion (BMNR) Announces $1 Billion Stock Repurchase Program BMNR crypto and unencumbered cash total $2.77 billion BMNR total ETH of 625,000 tokens at $2.35 billion BMNR fully diluted commons shares of 121.7 million LAS VEGAS, July 29, 2025 /PRNewswire/ — (NYSE AMERICAN: BMNR) BitMine Immersion Technologies (“BitMine” or the “Company”) today announced that its Board of Direc |
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| July 28, 2025 |
Exhibit 99.1 |
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| July 28, 2025 |
Exhibit 99.2 Video Transcript Hi, there! My name is Tom Lee. I’m the newly appointed chairman of BitMine, ticker: BMNR. I want to welcome you to the launch of a monthly video series called the chairman’s message. The purpose of this chairman’s message is to keep you abreast of all the updates of BitMine as it builds the world’s premier treasury strategy and what we call, “alchemy of 5%,” once we r |
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| July 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 Bitmine Immersion Technologies, Inc. |
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| July 28, 2025 |
As filed with the Securities and Exchange Commission on July 28, 2025 As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. |
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| July 28, 2025 |
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): July 27, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4 |
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| July 28, 2025 |
Exhibit 99.3 BitMine Immersion (BMNR) Announces Release of Investor Presentation and Launch of “Chairman’s Message” Video Series Tom Lee, Chairman of BitMine, launches “Chairman’s Message” monthly video series BMNR investor presentation describes “the Alchemy of 5%” LAS VEGAS, July 28, 2025 /PRNewswire/ — (NYSE AMERICAN: BMNR) BitMine Immersion Technologies (“BitMine” or the “Company”) today annou |
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| July 24, 2025 |
BitMine Immersion Technologies, Inc. Up to $2,500,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-288579 Prospectus Supplement (To Prospectus dated July 9, 2025) PROSPECTUS BitMine Immersion Technologies, Inc. Up to $2,500,000,000 Common Stock This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated July 9, 2025 (the “Prior Prospectus”), filed with the Securities and Exchange |
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| July 24, 2025 |
Exhibit 99.1 BitMine Immersion ETH Holdings Exceed $2 Billion of Ethereum to Advance its Ethereum Treasury Strategy Company’s current holdings $2 billion of ETH exceeds the initial $250 million PIPE proceeds by over 700% BitMine’s ETH holdings exceed 560,000 Company’s Ethereum treasury strategy to strengthen broader Ethereum ecosystem LAS VEGAS, July 24, 2025 /PRNewswire/ – (NYSE AMERICAN: BMNR) B |
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| July 24, 2025 |
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): July 24, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation o |
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| July 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) 333-288579 Bitmine Immersion Technologies, Inc. |
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| July 24, 2025 |
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): July 24, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4 |
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| July 22, 2025 |
Exhibit 99.1 ARK Invest Acquires $182 Million of BitMine Immersion (BMNR) Common Shares, Enabling BitMine to Further Advance its Ethereum Treasury Strategy Cathie Wood’s ARK Invest has acquired $182 million of BMNR equity across multiple of its Funds, representing 4,773,444 common shares 100% of net proceeds of $177 million from ARK sale to be used to acquire ETH Cathie Wood, MOZAYYX, Founders Fun |
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| July 22, 2025 |
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): July 22, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation o |
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| July 17, 2025 |
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): July 17, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation o |
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| July 17, 2025 |
Exhibit 99.1 BitMine Immersion Now Holds Approximately $1 Billion of Ethereum1 to Advance its Ethereum Treasury Strategy Company’s current total of approximately $1 billion of ETH1 exceeds the initial $250 million PIPE proceeds by over 300% BitMine’s ETH1 holdings exceed 300,000 Company’s Ethereum treasury strategy to strengthen broader Ethereum ecosystem LAS VEGAS, July 17, 2025 /PRNewswire/ — (N |
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| July 14, 2025 |
Exhibit 99.1 BitMine Immersion Now Holds Approximately $500 Million of Ethereum to Advance its Ethereum Treasury Strategy Company’s current total of approximately $500 million of ETH exceeds the initial $250 million PIPE proceeds by over 100% BitMine’s ETH holdings exceed 163,000 Company’s Ethereum treasury strategy to strengthen broader Ethereum ecosystem LAS VEGAS, July 14, 2025 /PRNewswire/ - ( |
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| July 14, 2025 |
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): July 14, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-42675 84-3986354 (State or other jurisdiction of incorporation o |
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| July 9, 2025 |
Exhibit 10.2 STRATEGIC ADVISOR AGREEMENT THIS STRATEGIC ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2025 (the “Effective Date”) by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and Ethereum Tower Instant LLC (the “Strategic Advisor”). WHEREAS, the Company wishes to secure the commitment of Strategic Advisor to offer consul |
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| July 9, 2025 |
COMMON STOCK PURCHASE WARRANT BITMINE IMMERSION TECHNOLOGIES, INC. Exhibit 4.1 COMMON STOCK PURCHASE WARRANT BITMINE IMMERSION TECHNOLOGIES, INC. Warrant Shares: Issue Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Ex |
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| July 9, 2025 |
Other Events, Financial Statements and Exhibits 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): July 9, 2025 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 |
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| July 9, 2025 |
As filed with the Securities and Exchange Commission on July 9, 2025 As filed with the Securities and Exchange Commission on July 9, 2025 Registration No. |
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| July 9, 2025 |
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): July 8, 2025 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 |
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| July 9, 2025 |
Exhibit 99.1 BitMine Immersion Technologies Closes $250 Million Private Placement to Advance its Treasury Strategy on Ethereum Proceeds from the private placement enable the Company to adopt Ethereum (ETH) as its primary treasury reserve asset Private placement funded in a combination of cash and crypto Company’s Ethereum treasury strategy to strengthen broader Ethereum ecosystem LAS VEGAS, July 9 |
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| July 9, 2025 |
Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), effective as of the final closing of the Capital Raise (as defined below) (the “Effective Date”), is entered into by and between BitMine Immersion Technologies, Inc. (the “Client” or the “Company”) and Ethereum Tower LLC (the “Consultant” and, with the Client, the “Parties”). WHEREAS, as required by the transaction doc |
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| July 9, 2025 |
Exhibit 4.1 Form of Indenture BITMINE IMMERSION TECHNOLOGIES, INC. as ISSUER and As INDENTURE TRUSTEE INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 4 Section 1.03 Incorporation by Reference of Trust Indenture Act. 4 Section 1.04 Rules of Construction. 4 ARTICLE II TILE SECURITIES 5 Sectio |
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| July 9, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 9, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-42 |
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| July 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 Bitmine Immersion Technologies, Inc. |
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| July 9, 2025 |
Exhibit 1.1 Execution Version BITMINE IMMERSION TECHNOLOGIES, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement July 9, 2025 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 ThinkEquity LLC 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), co |
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| July 3, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 27, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4 |
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| July 3, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms a |
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| July 3, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 3, 2025 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 3, 2025 |
Exhibit 10.3 June 27, 2025 CONFIDENTIAL Mr. Jonathan Robert Bates Chief Executive Officer Bitmine Immersion Technologies, Inc. 10845 Griffith Peak Drive, Suite 2 Las Vegas, NV 89135 Re:Private Placement Dear Mr. Bates: This letter (the “Agreement”) constitutes the agreement between Bitmine Immersion Technologies, Inc. (the “Company”) and ThinkEquity LLC (“ThinkEquity”) that ThinkEquity shall serve |
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| July 3, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms a |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BITMINE IMMERSION TE |
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| July 3, 2025 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi |
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| July 2, 2025 |
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): July 2, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-42 |
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| July 2, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BITM |
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| June 30, 2025 |
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): June 28, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4 |
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| June 30, 2025 |
Exhibit 99.1 BitMine Immersion Technologies Announces $250 Million Private Placement to Initiate Ethereum Treasury Strategy; Expected to Become One of the Largest Publicly Traded ETH Holders Thomas (Tom) Lee, the Founder of Fundstrat and CIO of Fundstrat Capital, will become Chairman of the Board of Directors effective today. The transaction was led by MOZAYYX with participation from a high qualit |
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| June 30, 2025 |
Exhibit 99.2 Ethereum Treasury Opportunity Discussion Materials NYSE American: BMNR June 2025 All Investors should review and consider the risk factors, as outlined in the Securities Purchase Agreement and Instruction Packet before investing DRAFT FOR DISCUSSION PURPOSES Confidentiality This presentation and the information contained herein are confidential and have been prepared solely for informat |
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| June 20, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) BITMINE IMMERSION TECHNOLOGIES, INC. |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 18, 2025 |
Exhibit 99.1 BitMine Immersion Technologies, Inc. Completes Bitcoin Purchases from Proceeds of Offering, Now Owns 154.167 Total BTC Las Vegas, June 17, 2025 – BitMine Immersion Technologies, Inc. (“BitMine” and the “Company”) (NYSE American: BMNR), a technology company focused on the accumulation of Bitcoin for long-term investment, whether acquired by their Bitcoin mining operations or from the p |
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| June 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 17, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4 |
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| June 10, 2025 |
Exhibit 99.2 BitMine Immersion Technologies, Inc. Announces Closing of $18 Million Public Offering and Uplisting to NYSE American Las Vegas, June 6, 2025 – BitMine Immersion Technologies, Inc. (“BitMine” and the “Company”) (NYSE American: BMNR), a technology company focused on the accumulation of bitcoin for long-term investment, whether acquired by their bitcoin mining operations or from the proc |
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| June 10, 2025 |
Exhibit 10.3 ASSIGNMENT OF INTEREST IN LOAN This ASSIGNMENT OF INTEREST IN LOAN (“Assignment”) is made as of January 28, 2025 (the “Effective Date”), by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Assignor”) and Innovative Digital Investors Emerging Technology, LP, a Delaware limited partnership (“Assignee”). For convenience purposes, Assignor or Assignee may individ |
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| June 10, 2025 |
Exhibit 10.2 PROMISSORY NOTE $1,000,000 Dated: January 28, 2025 1. Principal. Pursuant to a Letter Agreement dated January 17, 2025 (the “Letter Agreement”), a copy of which is attached hereto for reference purposes only as Exhibit A, and FOR VALUE RECEIVED, Bitmine Immersion Technologies, Inc., a Delaware corporation (“Maker”), promises to pay to the order of Innovative Digital Investors Emerging |
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| June 10, 2025 |
Exhibit 99.4 NYSE American: BMNR Bitminetech.io Driving value through BTC treasury and multiple Bitcoin income streams. 1 Forward Looking Statements This presentation contains forward - looking statements, including information about management's view of the Company’s future expectations, plans, and prospects . In particular, when used in the following discussion, the words “believes,” “expects,” |
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| June 10, 2025 |
Form of Representative’s Warrants Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE CO |
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| June 10, 2025 |
Exhibit 99.1 BitMine Immersion Technologies, Inc. Announces $18 Million Public Offering and Uplisting to NYSE American Las Vegas, Nevada, June 4, 2025 — BitMine Immersion Technologies, Inc. (“BitMine” and the “Company”) (NYSE American: BMNR), a technology company focused on the accumulation of bitcoin for long-term investment, whether acquired by their bitcoin mining operations or from the proceed |
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| June 10, 2025 |
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): June 4, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-42 |
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| June 10, 2025 |
Exhibit 1.1 EXECUTION VERSION UNDERWRITING AGREEMENT between BITMINE IMMERSION TECHNOLOGIES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters BITMINE IMMERSION TECHNOLOGIES, INC. UNDERWRITING AGREEMENT New York, New York June 4, 2025 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 L |
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| June 10, 2025 |
Exhibit 99.3 BitMine Immersion Technologies, Inc. Buys 100 Bitcoin in First Purchase of Company Bitcoin Treasury Strategy Las Vegas, June 9, 2025 – BitMine Immersion Technologies, Inc. (“BitMine” and the “Company”) (NYSE American: BMNR), a technology company focused on the accumulation of Bitcoin for long-term investment, whether acquired by their Bitcoin mining operations or from the proceeds of |
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| June 6, 2025 |
ThinkEquity The date of this prospectus is June 4, 2025. TABLE OF CONTENTS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-284361 2,250,000 Shares Common Stock BitMine Immersion Technologies, Inc. We are offering 2,250,000 shares of our common stock (or 2,587,500 shares if the underwriters exercise the overallotment option described below), par value $0.0001 per share (the “common stock”), at a public offering price per share of $8.00. Our common stock i |
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| June 4, 2025 |
Exhibit 107 Filing Fee Table S-1 (Form Type) Bitmine Immersion Technologies, Inc. |
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| June 4, 2025 |
As filed with the Securities and Exchange Commission on June 4, 2025. As filed with the Securities and Exchange Commission on June 4, 2025. Registration No. 333– UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7374 84-3986354 (State or other jurisdiction of incorporation or |
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| June 2, 2025 |
Bitmine Immersion Technologies, Inc. Announces Uplist to NYSE American Stock Exchange Exhibit 99.1 Bitmine Immersion Technologies, Inc. Announces Uplist to NYSE American Stock Exchange Las Vegas, Nevada, June 2, 2025 – Bitmine Immersion Technologies, Inc. (OTCQX: BMNRD) (“Bitmine” or “Company”), a technology company focused on Bitcoin mining using immersion technology, today announced that it expects its shares of common stock to be approved for listing on the NYSE American LLC sto |
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| June 2, 2025 |
ThinkEquity LLC 17 State Street, 41st Fl. New York, NY 10004 June 2, 2025 ThinkEquity LLC 17 State Street, 41st Fl. New York, NY 10004 June 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Lulu Cheng Re: Bitmine Immersion Technologies, Inc. Registration Statement on Form S-1, as amended Originally filed January 21, 2025 File No. 333-284361 Dear Ms. Cheng: In connection with the Registration Sta |
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| June 2, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 2, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-42 |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 84-3986354 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| June 2, 2025 |
BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 June 2, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Lulu Cheng Re: Bitmine Immersion Technologies, Inc. Registration Statement on Form S-1, as amended Filed January 21, 2025 File No. 333-284361 Dear |
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| May 29, 2025 |
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): May 22, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56 |
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| May 27, 2025 |
Exhibit 3.6 |
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| May 27, 2025 |
Exhibit 4.2 BITMINE IMMERSION TECHNOLOGIES, INC. 2025 EQUITY INCENTIVE PLAN ARTICLE I GENERAL PROVISIONS 1.1 Purpose of Plan. This 2025 Equity Incentive Plan is intended to further the growth and financial success of the Company by providing additional incentives to selected employees, directors, and Service Providers, as well as incentives which will attract, retain, motivate, and reward executiv |
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| May 27, 2025 |
Exhibit 3.7 CERTIFICATE OF CORRECTION Pursuant to Title 8, Section 103(f) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Correction: 1. That the name of corporation is BitMine Immersion Technologies, Inc. (the "Corporation''). 2. A Certificate of Amendment to the Amended and Restated Certificate oflncorporation was filed with the Secretar |
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| May 27, 2025 |
Exhibit 10.20 MASTER HASHRATE PURCHASE AND SALE AGREEMENT dated as of 2025-05-22 between BitMine Immersion Technologies, Inc. (Purchaser) and Luxor Technology Corporation (Seller) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Hashrate Purchase and Sale Agreement (the “Master Agreement”). Each Transaction wil |
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| May 27, 2025 |
Exhibit 10.18 CONSULTING AND SERVICES AGREEMENT THIS CONSULTING AND SERVICES AGREEMENT (the “Agreement”), made and entered into as of May 16, 2025 (hereinafter referred to as the “Agreement Date”), by and between KULR Technologies, Inc., a Delaware corporation (“Client”), and Bitmine Immersion Technologies, Inc., a Delaware corporation (“Consultant”). WHEREAS, Client and Consultant are entering in |
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| May 27, 2025 |
As filed with the United States Securities and Exchange Commission on May 27, 2025 Table of Contents As filed with the United States Securities and Exchange Commission on May 27, 2025 Registration No. |
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| May 27, 2025 |
BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 May 27, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 May 27, 2025 Ms. Lulu Cheng Mr. David Gessert Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 9, 2025 File No. 333-284361 Dear Ms. Cheng and |
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| May 27, 2025 |
Exhibit 10.19 AGREEMENT OF AMENDMENT OF LINE OF CREDIT AGREEMENT BETWEEN BITMINE IMMERSION TECHNOLOGIES, INC. AND INNOVATIVE DIGITAL INVESTORS EMERGING TECHNOLOGY, L.P. THIS AGREEMENT (the “Amendment”) is made and entered into by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Bitmine”), and Innovative Digital Investors Emerging Technology, L.P., a Delaware limited partn |
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| May 27, 2025 |
Exhibit 1.1 UNDERWRITING AGREEMENT between BITMINE IMMERSION TECHNOLOGIES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters 1 BITMINE IMMERSION TECHNOLOGIES, INC. UNDERWRITING AGREEMENT New York, New York [•], 2025 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen |
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| May 27, 2025 |
Exhibit 10.17 Machine Lease Agreement This Machine Lease Agreement ("Agreement") is made effective as of May 16, 2025 ("Effective Date"), by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“BitMine”, "Lessor") and KULR Technology Group, Inc., a Delaware corporation (“KULR”, “Lessee”). Lessor and Lessee are sometimes referred to in this Agreement individually as a “Party” |
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| May 20, 2025 |
Exhibit 99.1 BitMine Launches Bitcoin Treasury Advisory Practice and Enters into $4M Transaction with First BTC Treasury Advisory Client May 19, 2025 – Las Vegas, NV (GLOBE NEWSWIRE) – BitMine Immersion Technologies, Inc. (OTCQX: BMNRD) today announced the launch of its Bitcoin Treasury Advisory Practice, alongside a $4 million strategic transaction with a U.S. exchange-listed company. BitMine is |
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| May 20, 2025 |
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): May 16, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56 |
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| May 16, 2025 |
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): May 15, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56 |
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| May 16, 2025 |
BitMine Immersion Technologies, Inc. Announces Reverse Stock Split Exhibit 99.1 BitMine Immersion Technologies, Inc. Announces Reverse Stock Split Las Vegas, NV. May 16, 2025 Las Vegas, May 16, 2025 - BitMine Immersion Technologies, Inc. (“BitMine” or the “Company”) (OTCQX: BMNR) is pleased to announce a 1 for 20 reverse split of its common stock. The reverse split will be effective Friday May 16, 2025 at 9:00 a.m. eastern time. No fractional shares shall be issu |
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| April 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| April 9, 2025 |
As filed with the United States Securities and Exchange Commission on April 9, 2025 Table of Contents As filed with the United States Securities and Exchange Commission on April 9, 2025 Registration No. |
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| April 3, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. |
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| February 18, 2025 |
As filed with the United States Securities and Exchange Commission on February 14, 2025. Table of Contents As filed with the United States Securities and Exchange Commission on February 14, 2025. |
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| February 14, 2025 |
BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 February 14, 2025 Ms. Lulu Cheng Mr. David Gessert Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Registration Statement on Form S-1 Filed January 21, 2025 File No. 333-284361 Dear Ms. Cheng and Mr. Gesser |
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| January 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bitmine Immersion Technologies, Inc. |
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| January 21, 2025 |
Exhibit 10.16 BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Dr. #2 Las Vegas, NV 89135 January 17, 2025 Innovative Digital Investors Emerging Technology, LP 10845 Griffith Peak Dr. #2 Las Vegas, NV 89135 Jonathan Bates 10845 Griffith Peak Dr. #2 Las Vegas, NV 89135 Re: Transactions related to firm commitment offering Dear Sirs: This letter agreement is intended to memorialize our discus |
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| January 21, 2025 |
As filed with the United States Securities and Exchange Commission on January 21, 2025. Table of Contents As filed with the United States Securities and Exchange Commission on January 21, 2025. |
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| January 21, 2025 |
Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF BITMINE IMMERSION TECHNOLOGIES, INC. Article I. OFFICES Section 1.01 Principal Office. Bitmine Immersion Technologies, Inc. (the “Corporation”) will maintain its principal office within or without the State of Delaware as the Board of Directors (the “Board”) may determine from time to time. Section 1.02 Registered Office and Other Offices. The registered |
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| January 21, 2025 |
Exhibit 10.15 Co-Location Services Agreement 1 CO-LOCATION SERVICES AGREEMENT This Co-Location Services Agreement (the “Agreement”) is made and entered into as of December 2, 2024 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc. (“you”, “your” or “Customer”), and DVSL ComputeCo, LLC (“Host”), and contains the terms and conditions under which Host will provide, and you wi |
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| January 21, 2025 |
Exhibit 14 BITMINE IMMERSION TECHNOLOGIES, INC. Code of Ethics Bitmine Immersion Technologies, Inc. (the “Company”) has a tradition of conducting its business on a high ethical plane based on core values of honesty, integrity, and fair commercial competition. The Sarbanes-Oxley Act of 2002 has imposed upon all publicly-traded corporations the obligation to codify certain ethical principles that go |
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| January 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2025 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| January 13, 2025 |
Bitmine Immersion Technologies, Inc. Condensed Statements of Operations EX-99.1 2 bitmineex9901.htm PRESS RELEASE Exhibit 99.1 BitMine Reports Fiscal 1st Quarter 2025 Financial Results Significantly Increases Deployment of Miners to Benefit from Rapidly Appreciating Bitcoin Prices January 13, 2025, Las Vegas, Nevada Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company” (OTCQX: BMNR), a technology company focused on Bitcoin mining today announced its operati |
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| January 10, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| December 30, 2024 |
DEF 14C 1 bitminedef14c.htm FORM DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information State |
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| December 17, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Dr. #2 Las Vegas, NV 89135 December 17, 2024 Mr. David Irving Michelle Miller Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K for Fiscal Year Ended August 31, 2023 Response to Letter dated November 13, 2024 File No. 000-56220 |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement BITMINE IMMERSION TECHNOLOGIES, INC. |
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| December 11, 2024 |
BitMine Immersion Technologies Reports Annual Sales Increase of 413% Announces Share Buyback Program Exhibit 99.1 BitMine Immersion Technologies Reports Annual Sales Increase of 413% Announces Share Buyback Program Las Vegas, NV – December 9, 2024 – Bitmine Immersion Technologies, Inc. (OTCQX: BMNR) ("Bitmine" or "the Company"), a leading blockchain technology firm specializing in immersion-cooled bitcoin mining, today announced annual results and achievements for the fiscal year ended August 31, |
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| December 11, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): December 9, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| December 9, 2024 |
EXHIBIT 21 SUBSIDIARIES OF BITMINE IMMERSION TECHNOLOGIES, INC. Subsidiary Jurisdiction of Organization Ownership Atlantic Hash, Inc. Trinidad corporation 100% by the Company |
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| December 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. |
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| December 9, 2024 |
Unit Lien Agreement between the Company and Luxor Technology Corporation dated November 14, 2024 Exhibit 10.14 EXHIBIT B UNIT LIEN AGREEMENT This UNIT LIEN AGREEMENT dated as of 11/14/2024 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or |
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| December 9, 2024 |
EXHIBIT 10.13 MASTER HASHRATE PURCHASE AND SALE AGREEMENT dated as of ("Effective Date") BitMine Immersion Technologies, Inc. Luxor Technology Corporation (“Seller”) and (“Purchaser”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Hashrate Purchase and Sale Agreement (the “Master Agreement”). Each Transaction |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR [] Form N-CSR For Period Ended: August 31, 2024 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on |
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| November 20, 2024 |
Completion of Acquisition or Disposition of Assets 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): November 14, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| November 7, 2024 |
Certificate of Designations, Rights and Preferences of Series B Convertible Preferred Stock EX-4.1 2 bitmineex0401.htm CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK OF BITMINE IMMERSION TECHNOLOGIES, INC Exhibit 4.1 CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK OF BITMINE IMMERSION TECHNOLOGIES, INC. Pursuant to Section 151 of the Delaware General Corporation Law, Bitmine Immersion Technologies, I |
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| November 7, 2024 |
Exhibit 10.1 AMENDMENT OF LINE OF CREDIT AGREEMENT BETWEEN BITMINE IMMERSION TECHNOLOGIES, INC. AND INNOVATIVE DIGITAL INVESTORS EMERGING TECHNOLOGY, L.P. THIS AGREEMENT (the “Agreement”) dated November 4, 2024 (the “Agreement Date”) is made and entered into by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Bitmine”), and Innovative Digital Investors Emerging Technology |
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| November 7, 2024 |
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): November 4, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| November 1, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE, Suite 212 Atlanta, Georgia 30339 November 1, 2024 Mr. David Irving Michelle Miller Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K Filed December 14, 2023 Form 10-Q Filed January 12, 2024 File No. 000-56220 Dear Mr. Irv |
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| October 4, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE, Suite 212 Atlanta, Georgia 30339 October 4, 2024 Mr. David Irving Michelle Miller Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K Filed December 14, 2023 Form 10-Q Filed January 12, 2024 File No. 000-56220 Dear Mr. Irvi |
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| July 18, 2024 |
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): July 16, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-5 |
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| July 18, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. COMMENTS ON 2024 THIRD QUARTER RESULTS Exhibit 99.1 July 16, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. COMMENTS ON 2024 THIRD QUARTER RESULTS Atlanta, Georgia – July 16, 2024 - BitMine Immersion Technologies, Inc. ("BitMine" or "the Company") (OTCQX: BMNR) is pleased to announce that it reported revenues of $1.225 million and $2,628 million in the three and nine months ended May 31, 2024, respectively, as compared to revenues of $142,1 |
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| July 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BITM |
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| May 7, 2024 |
Exhibit 16.1 May 6, 2024 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Bitmine Immersion Technologies, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated May 6, 2024, of Bitmine Immersion Technologies, Inc. (the “Company”) to be filed with the Securities and Exchange Commission |
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| May 7, 2024 |
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): May 3, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-562 |
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| April 15, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE, Suite 212 Atlanta, Georgia 30339 April 15, 2024 Mr. David Irving Michelle Miller Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K Filed December 14, 2023 Form 10-Q Filed January 12, 2024 File No. 000-56220 Dear Mr. Irvin |
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| April 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| February 28, 2024 |
Exhibit 99.1 BitMine Immersion Technologies, Inc. Announces Revenue Guidance of Almost $1 million from Self-Mining for Fiscal Second Quarter Ending February 29, 2024 Atlanta, GA - February 28, 2024 Atlanta, February 27, 2024 - BitMine Immersion Technologies, Inc. ("BitMine" or "the Company") (OTCQX: BMNR) is pleased to announce that it expects to record record quarterly self-mining revenue of appr |
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| February 28, 2024 |
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): February 28, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| January 17, 2024 |
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 8, 2024 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000 |
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| January 17, 2024 |
BitMine Immersion Technologies, Inc. Announces the Addition of John Kelly to its Board of Directors Exhibit 99.1 BitMine Immersion Technologies, Inc. Announces the Addition of John Kelly to its Board of Directors Atlanta, January 17, 2024 - BitMine Immersion Technologies, Inc. ("BitMine" or "the Company") (OTCQX: BMNR) is pleased to announce that it has added John Kelly to its Board of Directors. Mr. Kelly has started numerous successful businesses in Heavy Construction, Site Development, Real E |
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| January 12, 2024 |
BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE, Suite 212 Atlanta, Georgia 30339 January 12, 2024 Mr. David Irving Michelle Miller Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K Filed December 9, 2022 Form 10-Q Filed July 14, 2023 File No. 000-56220 Dear Mr. Irving |
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| January 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| December 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. |
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| December 14, 2023 |
EXHIBIT 10.11 CO-LOCATION SERVICES AGREEMENT This Co-Location Services Agreement (the “Agreement”) is made and entered into as of October 9, 2023 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc. a limited liability company organized in Delaware (“You” or “you”), and Soluna SW, LLC (“Contractor”), and contains the terms and conditions under which Contractor will provide, |
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| December 14, 2023 |
EXHIBIT 10.3 STATEMENT OF WORK NO. 1 COLOCATION SERVICES This Statement of Work (“SOW”) is dated the 17th day of June, 2022 (the “Effective Date”) and is entered into pursuant to the Master Consultancy Services Agreement dated the 18th day of October, 2021 (the “Agreement”) between TELECOMMUNICATIONS SERVICES OF TRINIDAD AND TOBAGO LIMITED a limited liability company incorporated under the Compani |
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| December 14, 2023 |
EXHIBIT 10.14 EXHIBIT B UNIT LIEN AGREEMENT This UNIT LIEN AGREEMENT dated as of 10/4/2023 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or |
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| December 14, 2023 |
EXHIBIT 21 SUBSIDIARIES OF BITMINE IMMERSION TECHNOLOGIES, INC. Subsidiary Jurisdiction of Organization Ownership Atlantic Hash, Inc. Trinidad corporation 100% by the Company |
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| December 14, 2023 |
EXHIBIT 10.12 LUXOR PHYSICALLY BACKED FORWARD - MASTER AGREEMENT 10/4/2023 dated as of …………………… between BitMine Immersion Technologies, Inc. LUXOR TECHNOLOGY CORPORATION and …………………………………………………………………………. (“the Buyer”) (“the Seller”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Luxor Physically Backed Forward Maste |
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| December 14, 2023 |
EXHIBIT 10.13 Waiver and Consent Agreement This Waiver and Consent Agreement (the “Agreement”) is between Luxor Technology Corporation (“Luxor”) and Soluna SW, LLC (“Soluna”), which together are the parties (“Parties”) to the Agreement. WHEREAS Soluna is the owner of the real property and facility located at 4405 Poor Farm Road, Murray, KY 42071 (which real property and facility are hereinafter co |
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| December 14, 2023 |
EXHIBIT 10.5 Amended and Restated Line of Credit Agreement This AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (the “Agreement”) is entered into on this 11th day of May, 202, by and between Innovative Digital Investors, LLC., a limited liability company, on behalf of Innovative Digital Investors Emerging Technology LP, whose address is 10845 Griffith Peak Drive #2, Las Vegas, NV 89135 ("Creditor" o |
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| November 30, 2023 |
Exhibit 99.1 Bitmine Immersion Technologies, Inc. Issues Letter to Shareholders Highlighting Corporate Strategy and Outlook ATLANTA, GEORGIA, November 29, 2023 Bitmine Immersion Technologies, Inc. (OTCQX: BMNR) (“Bitmine” or the “Company”), a technology company specializing in immersion technology for Bitcoin mining, announces that CEO Jonathan Bates has issued a letter to shareholders. November 3 |
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| November 30, 2023 |
Financial Statements and Exhibits, Other Events 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): November 29, 2023 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR [] Form N-CSR For Period Ended: August 31, 2023 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on |
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| October 18, 2023 |
Financial Statements and Exhibits, Other Events 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 16, 2023 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| October 18, 2023 |
Exhibit 99.1 BitMine Immersion Technologies Announces Purchase of Approximately 100 Petahash of ASIC Mining Computers and Co-Hosting Agreement for Mining Beginning 11/1/23 Atlanta, GA, October 16, 2023 BitMine Immersion Technologies, Inc. ("BitMine" or "the Company") (OTCQX: BMNR), a technology company specializing in immersion technology for Bitcoin mining, announces the acquisition of 1050 Antmi |
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| October 6, 2023 |
BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE, Suite 212 Atlanta, Georgia 30339 October 6, 2023 Mr. Dave Irving Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Form 10-K Filed December 9, 2022 Form 10-Q Filed July 14, 2023 File No. 000-56220 Dear Mr. Irving: Set forth below a |
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| August 14, 2023 |
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 8, 2023 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000- |
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| August 14, 2023 |
BitMine Immersion Technologies Appoints former Cleanspark CFO Lori Love to Its Board of Directors Exhibit 99.1 BitMine Immersion Technologies Appoints former Cleanspark CFO Lori Love to Its Board of Directors ATLANTA, GA / ACCESSWIRE / August, 9, 2023 / BitMine Immersion Technologies, Inc. (OTC PINK:BMNR) ("BitMine," the "Company"), a technology company specializing in immersion technology for Bitcoin mining, is pleased to announce the appointment of Lori Love to its board of directors. Lori h |
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| July 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BITM |
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| May 19, 2023 |
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): May 17, 2023 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56 |
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| May 19, 2023 |
Exhibit 99.1 BitMine Immersion Technologies Announces Signed LOI in West Texas for 20 Megawatt Site; Increase in Line of Credit to Acquire more Bitcoin Mining Computers ATLANTA, GA / ACCESSWIRE / May 17, 2023 / BitMine Immersion Technologies, Inc. (OTC PINK:BMNR) (“BitMine,” the “Company”), a technology company specializing in immersion technology for Bitcoin mining, announces the signing of a Let |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| April 13, 2023 |
RW 1 bitminerw.htm REGISTRATION WITHDRAWAL BITMINE IMMERSION TECHNOLOGIES, INC. 2030 Powers Ferry Road SE Suite 212 Atlanta, Georgia 30339 April 13, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Derby Re: Bitmine Immersion Technologies, Inc. Request for Withdrawal of Registration Statement on Form S-1 F |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| January 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| December 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. |
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| November 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? N-CEN ? Form N-CSR For Period Ended: August 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period En |
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| November 14, 2022 |
Exhibit 10.2 MASTER SERVICES AGREEMENT BETWEEN TELECOMMUNICATIONS SERVICES OF TRINIDAD AND TOBAGO LIMITED AND BITMINE IMMERSION TECHNOLOGIES FOR COLOCATION SERVICES REPUBLIC OF TRINIDAD AND TOBAGO THIS MASTER SERVICES AGREEMENT (?Agreement?) is made this 18th day of October 2021, between TELECOMMUNICATIONS SERVICES OF TRINIDAD AND TOBAGO LIMITED, a company incorporated under the Companies Ordinanc |
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| November 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1/A (Form Type) Bitmine Immersion Technologies, Inc. |
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| November 14, 2022 |
As filed with the United States Securities and Exchange Commission on November 14, 2022. As filed with the United States Securities and Exchange Commission on November 14, 2022. |
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| November 14, 2022 |
Form of Restricted Stock Agreement Exhibit 10.3 BITMINE IMMERSION TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT FOR [name] 1. Award of Restricted Stock. Bitmine Immersion Technologies, Inc., a Delaware corporation (the ?Company?) hereby grants, as of August 23, 2022 (the ?Date of Grant?), to (the ?Recipient?), restricted shares of the Company?s Common Stock, par value $0.0001 per share (collectively the ?Restricted Stock?). 2. Vest |
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| October 19, 2022 |
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 13, 2022 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| October 19, 2022 |
Promissory Note executed by ROC Digital Mining I LLC dated October 13, 2022 Exhibit 10.2 PROMISSORY NOTE $1,200,000.00 October 13, 2022 Atlanta, Georgia For value received, ROC DIGITAL MINING I LLC, a Delaware limited liability company (?Borrower?) promises to pay to the order of BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (?Lender?), the principal amount of One Million, Two Hundred Thousand and 00/100 Dollars ($1,200,000.00), or such lesser amount as may |
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| October 19, 2022 |
Exhibit 10.4 TRANSFER, BILL OF SALE AND ASSIGNMENT THIS TRANSFER, BILL OF SALE AND ASSIGNMENT (the ?Agreement?) is executed as of the date set forth below by BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (?Grantor?) to evidence and effectuate the transfer and assignment of the personal property described herein to ROC DIGITAL MINING I LLC, a Delaware limited liability company (?Gran |
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| October 19, 2022 |
Limited Liability Company Operating Agreement of ROC Digital Mining I LLC dated July 27, 2022 EX-10.5 6 bitmineex1005.htm LIMITED LIABILITY COMPANY OPERATING AGREEMENT Exhibit 10.5 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ROC DIGITAL MINING I LLC A DELAWARE LIMITED LIABILITY COMPANY July 27, 2022 THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER |
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| October 19, 2022 |
Security Agreement executed by ROC Digital Mining I LLC and the Company dated October 13, 2022 EX-10.3 4 bitmineex1003.htm SECURITY AGREEMENT Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Security Agreement”), made as of October 13, 2022, by and between ROC DIGITAL MINING I LLC, a Delaware limited liability company (“Debtor”) promises to pay to the order of BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Secured Party”). W I T N E S S E T H: WHEREAS, the Debtor ha |
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| October 19, 2022 |
Limited Liability Company Operating Agreement of ROC Digital Mining Manager LLC dated July 27, 2022 EX-10.6 7 bitmineex1006.htm LIMITED LIABILITY COMPANY OPERATING AGREEMENT Exhibit 10.6 OPERATING AGREEMENT OF ROC DIGITAL MINING MANAGER LLC THIS OPERATING AGREEMENT of ROC DIGITAL MINING MANAGER LLC (the “Company”) is entered into and made effective as of the 27th day of July, 2022 (the “Agreement”), by and among the Persons who are identified as Members on Schedule 1 attached hereto, each of who |
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| October 19, 2022 |
Exhibit 10.1 Line of Credit Agreement This LINE OF CREDIT AGREEMENT (the ?Agreement?) is entered into on this 19th day of October, 2022, by and between Innovative Digital Investors, LLC., a limited liability company, on behalf of Innovative Digital Investors Emerging Technology LP, whose address is 10845 Griffith Peak Drive #2, Las Vegas, NV 89135 ("Creditor" or ?IDI?) and BitMine lmmersion Techno |
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| October 19, 2022 |
EX-99.1 8 bitmineex9901.htm PRESS RELEASE Exhibit 99.1 BitMine Immersion Technologies, Inc. Announces Entry into Joint Venture, Entry into Line of Credit, Buyout of Hosting Agreement, and Trinidad Operations Update Atlanta, October 19, 2022 (Globe Newswire) - BitMine Immersion Technologies, Inc. (“Bitmine”) (OTC: BMNR) announced a number of developments in its business. Shift in Primary Business F |
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| September 6, 2022 |
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 29, 2022 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000 |
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| September 6, 2022 |
Certificate of Designations, Rights and Preferences of Series A Convertible Preferred Stock Exhibit 3.2 WRITTEN CONSENT OF DIRECTORS OF BITMINE IMMERSION TECHNOLOGIES, INC. The undersigned, being all of the directors of Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Corporation”), do hereby waive any and all requirements for notice of the time and place, and any special purposes, of a meeting of the Board of Directors of the Corporation, do hereby agree and consent, p |
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| September 6, 2022 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BITMINE IMMERSION TECHNOLOGIES, INC. August 29, 2022 Bitmine Immersion Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Bitmine Immersion Technologies, Inc.?. The original certificate of incorporatio |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement BITMINE IMMERSION TECHNOLOGIES, INC. |
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| July 27, 2022 |
Exhibit 4.4 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE |
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| July 27, 2022 |
Exhibit 21 SUBSIDIARIES OF BITMINE IMMERSION TECHNOLOGIES, INC. Subsidiary Jurisdiction of Organization Ownership Atlantic Hash, Inc. Trinidad corporation 100% by the Company |
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| July 27, 2022 |
Exhibit 4.5 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE |
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| July 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bitmine Immersion Technologies, Inc. |
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| July 27, 2022 |
Exhibit 10.1 Amended and Restated Line of Credit Agreement This AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (the “Agreement”) is entered into on this 24th day of June, 2022, by and between Innovative Digital Investors, LLC., a limited liability company, on behalf of Innovative Digital Investors Emerging Technology LP, whose address is 10845 Griffith Peak Drive #2, Las Vegas, NV 89135 ("Creditor" |
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| July 27, 2022 |
EX-4.6 4 bitmineex0406.htm CLASS C-3 WARRANT Exhibit 4.6 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR |
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| July 27, 2022 |
As filed with the United States Securities and Exchange Commission on July , 2022. |
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| July 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement BITMINE IMMERSION TECHNOLOGIES, INC. |
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| July 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BITM |
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| May 27, 2022 |
Exhibit 99.1 BitMine Immersion Technologies, Inc. announces appointment of CEO, and conversion of debt to preferred equity by IDI ATLANTA, May 26, 2022 (GLOBE NEWSWIRE) - BitMine Immersion Technologies, Inc. (OTC: BMNR) announces the appointment of Jonathan Bates as Chief Executive Officer (?CEO?) of Bitmine, and Erik Nelson?s new appointment as President. Mr. Bates has been serving as Chairman of |
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| May 27, 2022 |
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): May 26, 2022 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56 |
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| April 18, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? N-CEN ? Form N-CSR For Period Ended: February 28, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period |
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| February 28, 2022 |
Exhibit 99.1 BitMine Immersion Technologies, Inc. signs hosting client and equipment sale in a buy/host agreement. BitMine becomes revenue positive in Q1 Atlanta, Feb. 28th , 2022 (Globe Newswire)- BitMine Immersion Technologies, Inc. (OTC: SSHI) announces the signing of its first hosting client, in a transaction that involves a sale of equipment and a multiyear hosting agreement. The client has s |
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| February 28, 2022 |
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): February 23, 2022 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| January 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 |
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| December 9, 2021 |
EX-14 2 bitmineex0014.htm CODE OF ETHICS EXHIBIT 14 BITMINE IMMERSION TECHNOLOGIES, INC. Code of Ethics Bitmine Immersion Technologies, Inc. (the “Company”) has a tradition of conducting its business on a high ethical plane based on core values of honesty, integrity, and fair commercial competition. The Sarbanes-Oxley Act of 2002 has imposed upon all publicly-traded corporations the obligation to |
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| December 9, 2021 |
10-K 1 bitmine10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMER |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? N-CEN ? Form N-CSR For Period Ended: August 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period En |
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| October 29, 2021 |
EX-99.1 3 bitmine8ka-ex9901.htm PRESS RELEASE DATED OCTOBER 25, 2021 Exhibit 99.1 BitMine Immersion Technologies, Inc. Signs Agreement Locate up to 100 Megawatts of Immersion Hosting Equipment Atlanta, Oct. 25, 2021 (Globe Newswire) - BitMine Immersion Technologies, Inc. (OTC: SSHI) announced it has signed an agreement with a large regional enterprise to enable it to locate up to 100 Megawatts of |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2021 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| October 29, 2021 |
EX-10.1 2 bitmine8ka-ex1001.htm AMENDED LINE OF CREDIT AGREEMENT DATED SEPTEMBER 29, 2021 Exhibit 10.1 Amended Line of Credit Agreement This AMENDED LINE OF CREDIT AGREEMENT is entered into on this 29th day of September, 2021, by and between Innovative Digital Investors, LLC. a limited liability company, whose address is 1240 Rosecrans Avenue, Suite # 120, Manhattan Beach, CA. 90266 (“Creditor” or |
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| September 9, 2021 |
Employment Agreement between the Company and Ryan Ramnath dated July 19, 2021 EX-10.3 5 bitmineex1003.htm EMPLOYMENT AGREEMENT Exhibit 10.3 Employment Agreement THIS AGREEMENT is made and entered into this 19th day of July, 2021 (the "Effective Date") between Sandy Springs Holdings, Inc., a Delaware corporation (the “Company”), and Ryan Ramnath (“Employee”). W I T N E S S E T H: WHEREAS, the Company is in need of management and operational services as well as assistance in |
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| September 9, 2021 |
EX-4.3 3 bitmineex0403.htm WARRANT AGENT AGREEMENT Exhibit 4.3 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT, dated as of July 18th, 2021 (“Agreement”), between BitMine Immersion Technologies, Inc., f/k/a Sandy Springs Holdings, Inc. a corporation organized under the laws of the State of Delaware (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”), with respect to the Clas |
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| September 9, 2021 |
Certificate of Amendment to Certificate of Incorporation EX-3.1 2 bitmineex0301.htm CERTIFICATE OF AMENDMENT Exhibit 3.1 State of Delaware Secretary of Stat e Division of Corporations Delivered 03:54 PM 07/19/2021 FILED 03:54 PM 07/ 19/2021 SR 20212741159 - File Number 7713994 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State o |
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| September 9, 2021 |
Exhibit 10.2 Line of Credit Agreement This LINE OF CREDIT AGREEMENT is entered into on this 4th day of August, 2021, by and between Innovative Digital Investors, LLC. a limited liability company, whose address is 1240 Rosecrans Avenue, Suite # 120, Manhattan Beach, CA. 90266 (?Creditor? or ?IDI?) and BitMine Immersion Technologies, Inc., a Delaware Corporation, whose principal address is 2030 Powe |
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| September 9, 2021 |
8-K/A 1 bitmine8ka.htm FORM 8-K AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2021 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State |
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| September 1, 2021 |
SSHI / Sandy Springs Holdings, Inc. / MALONEY MICHAEL STEPHEN Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80037L102 (CUSIP Number) Michael Stephen Maloney 207 Avenue A, Apartment 1 New York, NY 10009 (516) 514-7563 (Name, Address and Telephone Number o |
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| August 26, 2021 |
SSHI / Sandy Springs Holdings, Inc. / Abed Equities Inc Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80037L102 (CUSIP Number) Abed Equities, Inc. Attn: Johannes Hendrik Heyns, Director 8 Hastings Plaza, Hastings Christ Church, Barbados 15156 (246) |
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| August 16, 2021 |
8-K/A 1 bitmine8kamend.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2021 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisd |
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| August 10, 2021 |
SSHI / Sandy Springs Holdings, Inc. / JORGENSEN SAMUEL PAUL Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80037L102 (CUSIP Number) Samuel P. Jorgensen 23 Castelbeau Gatineau, Quebec, Canada J9J 1C9 (613) 806-5840 (Name, Address and Telephone Number of |
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| August 9, 2021 |
SSHI / Sandy Springs Holdings, Inc. / RAMNATH RYAN Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80037L102 (CUSIP Number) Ryan Ramnath BITFLAIR MINING CORP. West Hills Urban Community, Bldg. 6 337 Morne Coco Rd., Unit #635 Petit Valley, Diego |
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| August 4, 2021 |
SSHI / Sandy Springs Holdings, Inc. / Bates Jonathan Robert Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BITMINE IMMERSION TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80037L102 (CUSIP Number) Jonathan R. Bates 206 S. Helberta, Unit A Redondo Beach, CA 90277 (310) 218-9915 (Name, Address and Telephone Number of P |
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| July 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021. Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56220 BIT |
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| July 27, 2021 |
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): June 24, 2021 SANDY SPRINGS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-56220 (Co |
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| July 27, 2021 |
Amended Form of Class B Warrant EX-4.2 3 ex42.htm WARRANT # CLB-*** EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EX |
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| July 27, 2021 |
Amended Form of Class A Warrant EX-4.1 2 ex41.htm WARRANT # CLA-*** EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EX |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: May 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? For the Transition Perio |
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| April 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021. Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| March 16, 2021 |
Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 March 16, 2021 CORRESP 1 filename1.htm Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] March 16, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, D. C. 20549 Re: Sandy Springs Holdings, Inc. Registration Statement on Form 10-12G Response dated January 27, 2021 File N |
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| January 27, 2021 |
Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 January 27, 2021 CORRESP 1 filename1.htm Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] January 27, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, D. C. 20549 Re: Sandy Springs Holdings, Inc. Registration Statement on Form 10-12G Filed October 27, 2020 File No. 000- |
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| December 17, 2020 |
Sandy Springs Holdings, Inc. www.sandyspringsholdings.com December 17, 2020 United State Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20549 Attn: Peter McPhun, Isaac Esquivel, Ruairi Regan, and David Link Re.: Sandy Springs Holdings, Inc. Registration Statement on Form 10-12G Filed October 27, 2020 File No. 000-56220 Via: Edgar Dear SEC Divi |
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| October 27, 2020 |
Certificate of Incorporation – Delaware – Sandy Springs Holdings, Inc. – 11.20.19 Exhibit 3(i).3 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION First: The name of this Corporation is SANDY SPRINGS HOLDINGS, INC. Second: Its registered office in the State of Delaware is to be located at: 1201 Orange St., Suite 600, One Commerce Center in the City of Wilmington, County of New Castle, Zip Code 19801 The registered agent in charge thereof is: Agents and Corporat |
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| October 27, 2020 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OF |
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| October 27, 2020 |
EX-3.2 3 sandyex0302.htm CERTIFICATE OF INCORP - RESS OF DELAWARE, INC. Exhibit 3(i).2 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION First: The name of this Corporation is RESS OF DELAWARE, INC. Second: Its registered office in the State of Delaware is to be located at: 1201 Orange St., Suite 600, One Commerce Center in the City of Wilmington, County of New Castle, Zip Code 19 |
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| October 27, 2020 |
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OF |
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| October 27, 2020 |
Certificate of Incorporation of Sandy Springs Holdings, Inc. EX-3.1 2 sandyex0301.htm CERTIFICATE OF INCORP - RESS MERGER CORP. Exhibit 3(i).1 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION First: The name of this Corporation is RESS MERGER CORP. Second: Its registered office in the State of Delaware is to be located at: 1201 Orange St., Suite 600, One Commerce Center in the City of Wilmington, County of New Castle, Zip Code 19801 The re |
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| October 27, 2020 |
Bylaws of Sandy Springs Holdings, Inc. EX-3.5 6 sandyex0305.htm BYLAWS Exhibit 3(ii).5 BY-LAWS OF SANDY SPRINGS HOLDINGS, INC. SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and con |
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| October 27, 2020 |
Promissory Note with Coral Investment Partners, LP Exhibit 10.2 PROMISSORY NOTE This PROMISSORY NOTE AGREEMENT is entered into on this 14th day of July, 2020, by and between Coral Investment Partners, LP, a Georgia Limited Partnership, whose address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“Creditor” or “CORAL”) and Sandy Springs Holdings, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Sui |
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| October 27, 2020 |
Agreement and Plan of Merger and Reorganization into Holding Company Structure – 7.15.20 Exhibit 10.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE (this “Agreement”), is between RESS Merger Corp., a Delaware corporation (“RESSMC”), and RESS of Delaware, Inc. (“OPSCO”), a Delaware corporation that is a wholly-owned subsidiary of RESS Merger Corp., as constituent corpora |
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| October 27, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SANDY SPRINGS HOLDINGS, INC. |
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| October 27, 2020 |
Exhibit 3(i).4 STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is RESS Merger Corp., a Delaware corporation, and the name of the corporation being merged into this |
