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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 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 incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10845 Griffith Peak Dr. #2

Las Vegas, NV 89135

(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
Common Stock, par value $0.0001   BMNR   NYSE American LLC

 

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

 

Emerging Growth Company

 

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

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 5, 2025, Raymond Mow resigned from the Board of Directors (the “Board”) of Bitmine Immersion Technologies, Inc. (the “Company”), effective immediately (the “Resignation”). The Resignation was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Mow for his service on the Board and valuable contributions to the Company.

 

Item 7.01 Regulation FD Disclosure.

 

As previously disclosed in the Company’s Current Report on Form 8-K filed on December 4, 2025, the Company published a presentation (the “Presentation”) that Tom Lee, Chairman of the Board of Directors of the Company, presented at Binance Blockchain Week 2025 in Dubai (“Binance Blockchain Week”). The Presentation is incorporated herein by reference.

 

On December 8, 2025, the Company released a video (the “Video”) of Tom Lee’s address at Binance Blockchain Week. A copy of the transcript for the Video is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On December 8, 2025, the Company issued a press release (the “Press Release”) announcing the Presentation and Video as well as providing an update on the Company’s operations. A copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The information under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Transcript of Video (December 4, 2025)
99.2   Press Release, dated December 8, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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

 

  Bitmine Immersion Technologies, Inc.
     
Dated: December 8, 2025 By: /s/ Chi Tsang
  Name: Chi Tsang
  Title: Chief Executive Officer