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.
On July 9, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) announced its entry into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and ThinkEquity, LLC (“ThinkEquity”) (each, an “Agent” and together, the “Agents”), pursuant to which the Company from time to time, at its option, may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (the “Company Common Stock”) to or through Cantor, acting as principal and/or the sole designated sales agent, having an aggregate sales price of up to $2,000,000,000 (the “ATM Offering”).
Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification and contribution rights in favor of the Agents, and the Agents will be entitled to a commission of up to 3% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.
Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.
The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which will be filed with the Securities and Exchange Commission (the “Commission”) by the Company.
The Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-288579) (the “Registration Statement”), which was filed with the Commission on July 9, 2025, which included an “at the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the Sales Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 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 9, 2025 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |