Form 8-K - Current report

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)

000-56220

(Commission

File Number)

84-3986354

(IRS Employer

Identification No.)

2030 Powers Ferry Road SE, Suite 212,

Atlanta, Georgia 30339

(Address of principal executive office) (Zip Code)

(404) 816-8240

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

Press Release

The Company issued a press release on October 16, 2023. A copy of the press release is attached as Exhibit 99.1.

The information set forth in this Item 8.01 of Form 8-K is furnished pursuant to Item 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Item No.		Description

	99.1	Press Release dated October 16, 2023

	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bitmine Immersion Technologies, Inc.


Dated: October 18, 2023	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

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 Antminer S-19 ASIC mining computers, with financing package and co-location agreement at site with low-cost power of 2.9 cents per kilowatt hour.

The transaction was creatively financed using a combination of company funds and a forward sale of future Bitcoin production, via a hashrate derivatives contract. Approximately 65% of the purchase was made using Bitcoin generated from the hashrate contract. In addition, network difficulty was hedged to provide stability to the delivery obligation.

The machines are to be placed at a co-location site in the southern United States beginning 11/1/23, where BitMine is in a profit sharing arrangement with the site owner to pass through 100% off-peak power at a current rate of 2.9 cents per kWh, and share profits on the mining production. By taking only off-peak power, this has the added benefit of stabilizing the local electric grid. At current production metrics, these machines will mine approximately 6 Bitcoin per month, in addition to the company’s existing self-mining production. This transaction will effectively quadruple existing production, with additional production expected to come online in Trinidad and Texas throughout November.

Jonathan Bates, BitMine CEO, was quoted as saying: “We are excited to enter into this transaction, and do so in such a unique manner. I was able to use my capital markets experience from my time at JP Morgan and Barclays to analyze and help set terms on the hashrate financing, which I believe to be one of the first of its kind involving a machine purchase. When you add the low energy costs associated with the machine co-location, this transaction was too good for us to resist.”

BitMine will continue to provide updates on all of its deployments in the next several weeks, as more machines arrive at Texas and Trinidad.

About BitMine Immersion Technologies, Inc.

BitMine Immersion Technologies, Inc. is a technology company focused on Bitcoin mining using immersion technology, an advanced cooling technique where computers are submerged in specialized oil circulated to keep units operating at optimal ambient temperature. Immersion technology is more environmentally friendly than conventional mining methodologies, while lowering operating expenses and increasing yield. BitMine’s flagship operations are located in low-cost energy regions in Trinidad and Pecos, Texas.

Forward-Looking Statements:

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond BitMine Immersion Technologies' control, including those set forth in the Risk Factors section of BitMine Immersion Technologies’ Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2022 and any other SEC filings, as amended or updated from time to time. Copies of BitMine Immersion Technologies’ filings with the SEC are available on the SEC’s website at www.sec.gov . BitMine Immersion Technologies undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

BitMine Immersion Technologies Contact:

Jonathan Bates

Chairman and CEO

info@bitminetech.io

Cover	Oct. 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2023
Entity File Number	000-56220
Entity Registrant Name	BITMINE IMMERSION TECHNOLOGIES, INC.
Entity Central Index Key	0001829311
Entity Tax Identification Number	84-3986354
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2030 Powers Ferry Road SE
Entity Address, Address Line Two	Suite 212
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339
City Area Code	(404)
Local Phone Number	816-8240
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false