UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. and ThinkEquity LLC (each, an “Agent,” and together, the “Agents”) pursuant to which the Company, from time to time, at its option may offer and 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 supplement to the Prospectus with the Securities and Exchange Commission to increase the number of Shares that may be sold in the ATM Offering pursuant to the Sales Agreement to up to $4,500,000,000 (the “ATM Sales Increase”).
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 Company common stock, par value $0.0001 per share (the “Common Stock”), nor shall there be any sale of shares of Company 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Winston & Strawn LLP | |
| 23.1 | Consent of Winston & Strawn LLP (included in Exhibit 5.1). | |
| 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: July 24, 2025 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |