Corporate Action (Form 8-K)

Item 3.03. Material Modification to Rights of Security Holders.

On June 10, 2026, Bitmine Immersion Technologies, Inc. (the "Company") issued 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock (the "Series A Preferred Stock") in a public offering (the "Offering") registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an Underwriting Agreement, dated June 4, 2026 (as previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2026), by and among the Company and Moelis & Company LLC and Cantor Fitzgerald & Co., as underwriters. In connection with the issuance of Series A Preferred Stock, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware designating an aggregate of 3,500,000 shares of, and establishing the terms of, the Series A Preferred Stock.

The Series A Preferred Stock will accumulate cumulative dividends ("Regular Dividends") at a rate per annum equal to 9.50% (the "Regular Dividend Rate") of the stated amount of $100 per share (the "Stated Amount"), regardless of whether or not declared or funds are legally available for their payment. Regular Dividends will be payable when, as and if declared by the Company's board of directors, out of funds legally available for their payment, solely in cash, weekly in arrears on each Friday (or the next business day if such Friday is not a business day), beginning on the second Friday following the Initial Issue Date (each, a "Regular Dividend Payment Date"). The Company may in the future elect to pay dividends more frequently than weekly.

If any accumulated Regular Dividend (or any portion thereof) on the Series A Preferred Stock is not paid on the applicable Regular Dividend Payment Date (or, if such Regular Dividend Payment Date is not a business day, the next business day), then additional dividends ("Compounded Dividends") will accumulate on the amount of such unpaid Regular Dividend, compounded weekly at the Compounded Dividend Rate (as defined below), from, and including, such Regular Dividend Payment Date to, but excluding, the date the same, including all Compounded Dividends thereon, is paid in full. The "Compounded Dividend Rate" applicable to any unpaid Regular Dividend that was due on a Regular Dividend Payment Date (or, if such regular dividend payment date is not a business day, the next business day) will initially be a rate per annum equal to the Regular Dividend Rate plus 5 basis points (based on a weekly regular dividend period); provided, however, that until such Regular Dividend, together with Compounded Dividends thereon, is paid in full, such Compounded Dividend Rate will increase by 5 basis points per annum (based on a weekly regular dividend period) for each subsequent Regular Dividend Period, up to a maximum rate of 15% per annum. The Company will have the flexibility to elect to increase the payment frequency of Regular Dividends to be more often than weekly and, in the event that the Company so elects, the additional dividend rate increase per regular dividend period will be proportionately reduced to reflect such shorter regular dividend period such that the maximum aggregate additional dividend rate increase per annum is 260 basis points.

If the Company fails to declare a Regular Dividend on or prior to the record date applicable to a Regular Dividend Payment Date, such failure (without any further action by the Company) shall automatically constitute a notice of deferral. Upon issuance of such notice, the Company shall use its commercially reasonable efforts over the following 30-day period to sell Common Stock, other securities and/or digital assets to raise proceeds in an amount sufficient to cover any deferred dividends that would have been due with respect to the applicable Regular Dividend Payment Date, plus Compounded Dividends thereon.

The Series A Preferred Stock has a par value of $0.0001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (the "Liquidation Preference"). The Series A Preferred Stock will rank senior to the Company's common stock, $0.0001 par value per share (the "Common Stock"), other Junior Stock and all other future preferred equity with respect to the payment of dividends and the distribution of assets upon the Company's liquidation, dissolution or winding up, subject to certain exceptions. The Series A Preferred Stock will be equal in rank with any Dividend Parity Stock and Liquidation Parity Stock, with respect to the distribution of assets upon our liquidation, dissolution or winding up, and will be junior to the Company's existing and future indebtedness, structurally junior to the liabilities of the Company's subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding that ranks senior thereto.

If the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of Series A Preferred Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid Regular Dividends and any Compounded Dividends on, their shares of Series A Preferred Stock out of the Company's assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of Common Stock or other Junior Stock.

The Liquidation Preference of the Series A Preferred Stock shall initially be $100 per share; provided, however, that, effective immediately after the close of business on each business day after the Initial Issue Date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of Series A Preferred Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of Series A Preferred Stock will be adjusted to the greatest of (i) the Stated Amount; (ii) in the case of any business day with respect to which the Company has, on such business day or on any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of Series A Preferred Stock, an amount equal to the Last Reported Sale Price per share of Series A Preferred Stock on the trading day immediately before the applicable business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of Series A Preferred Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided, however, that, if applicable, the reference in clause (iii) to ten will be replaced by such lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day. Notwithstanding anything to the contrary in the preceding sentence, at all times before the first date on which the Company executes any sale transaction to be settled by the issuance of Series A Preferred Stock (other than the Series A Preferred Stock initially issued on the initial issue date), the liquidation preference per share of Series A Preferred Stock will be $100.