Bitmine Immersion Technologies Inc.

08/12/2025 | Press release | Distributed by Public on 08/12/2025 06:00

Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed, on July 9, 2025, pursuant to an "at the market offering" prospectus (the "Prospectus") contained in the Shelf Registration Statement on Form S-3ASR (File No. 333-288579) of Bitmine Immersion Technologies, Inc. (the "Company"), the Company entered into a Controlled Equity OfferingSM Sales Agreement with each of Cantor Fitzgerald & Co. and ThinkEquity LLC (each, an "Agent," and together, the "Agents") to sell shares of its common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $2,000,000,000 (the "Shares") from time to time, through an at-the-market offering (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").

On July 24, 2025, the Company filed a prospectus supplement to amend the Prospectus with the Securities and Exchange Commission (the "SEC") to increase the number of Shares that may be sold in the ATM Offering to $4,500,000,000.

On August 12, 2025, the Company filed a prospectus supplement to further amend the Prospectus with the SEC to increase the number of Shares that may be sold in the ATM Offering to $24,500,000,000.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the Shares pursuant to the ATM Offering, is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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