BMNR 8-K
Bitmine Immersion Technologies, Inc. (BMNR)
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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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)
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Item 1.01. Entry into a Material Definitive Agreement.
Tsang Amendment No. 1 to Employment Agreement
On April 2, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) entered into Amendment No. 1 to that certain Employment Agreement, dated as of November 20, 2025 (the “Tsang Employment Agreement”), with Chi Tsang, the Company’s Chief Executive Officer (the “Tsang Amendment”), to modify certain long-term incentive compensation and related provisions.
The Tsang Amendment amends Section 4(b) of the Tsang Employment Agreement to provide that, during the term of his employment, Mr. Tsang will be eligible to receive an annual long-term incentive award with a target grant date value of $500,000 for each fiscal year. Such awards will be delivered 60% in the form of restricted stock units (“RSUs”) and 40% in the form of stock options (“Options,” and collectively with the RSUs, the “Tsang Awards”), in each case subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable award agreement.
The number of RSUs and Options comprising each annual award will be determined by the Board of Directors of the Company (the “Board”) based on dividing the applicable award amount by the volume-weighted average trading price of the Company’s common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and, with respect to Options awards, multiplied by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company’s common stock on the date of grant.
The Tsang Awards will vest in four equal quarterly installments of 25% over a one year period following the grant date, subject to Mr. Tsang’s continued employment through each applicable vesting date. If Mr. Tsang’s employment terminates before a vesting date, unvested Tsang Awards will be immediately forfeited unless otherwise provided in Section 8 of the Tsang Employment Agreement or in an applicable award agreement.
Young Amendment No. 1 to Employment Agreement
On April 2, 2026, the Company entered into Amendment No. 1 to that certain Employment Agreement, dated as of January 7, 2026 (the “Kim Employment Agreement”), with Young Kim, the Company’s Chief Financial Officer and Chief Operating Officer (the “Kim Amendment” and, together with the Tsang Amendment, the “Amendments”), to modify certain long-term incentive compensation and related provisions.
The Kim Amendment amends Section 4(b) of the Kim Employment Agreement to provide that, during the term of his employment, Mr. Kim will be granted an annual long-term incentive award in the form of stock options with a target value of $1,750,000 for each fiscal year (the “Kim Awards”). The long-term incentive award for fiscal year 2026 will be prorated based on the portion of fiscal year 2026 during which Mr. Kim is employed by the Company. The Kim Awards are subject to the terms and conditions of the Omnibus Plan and any applicable award agreement.
The number of stock options comprising each annual award will be determined by the Board based on dividing the applicable award amount by the volume-weighted average trading price of the Company’s common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and then multiplying by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company’s common stock on the date of grant.
The stock options will vest in four equal quarterly installments of 25% over a one-year period following the grant date, subject to Mr. Kim’s continued employment through each applicable vesting date. If Mr. Kim’s employment terminates before a vesting date, unvested stock options will be immediately forfeited unless otherwise provided in Section 8 of the Kim Employment Agreement or in an applicable award agreement.
The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Tsang Amendment No. 1 to Employment Agreement, dated April 2, 2026. | |
| 10.2 | Kim Amendment No. 1 to Employment Agreement, dated April 2, 2026. | |
| 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: April 7, 2026 | By: | /s/ Chi Tsang |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), effective as of April 2, 2026 (the “Effective Date”), to the Employment Agreement, dated as of November 20, 2025, by and between Bitmine Immersion Technologies, Inc. (the “Company”) and Chi Tsang (“Executive”, and the agreement, the “Employment Agreement”), is made and entered into by and between the Company and Executive. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Employment Agreement.
WHEREAS, the Company and Executive are parties to the Employment Agreement and mutually desire to amend the terms and conditions of the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
| 1. | Section 4(b) of the Employment Agreement is hereby amended and replaced with the following: |
Long-Term Incentive. During the Term, Executive shall be eligible to receive an annual long-term incentive award with a target grant date value of $500,000 for each fiscal year, delivered 60% in the form of restricted stock units (“RSUs”) and 40% in the form of stock options (“Options”) (collectively, the “Awards”), in each case subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable award agreement.
The number of RSUs and Options comprising each annual Award shall be determined by the Board (or a duly authorized committee thereof) in a manner consistent with the foregoing target value, based on the volume-weighted average trading price of the Company’s common stock over the ten (10) consecutive trading days ending on the trading day immediately preceding the applicable grant date. No fractional shares shall be issued, and any resulting fractional amounts shall be rounded down to the nearest whole share. The exercise price per share of each Option shall be not less than the fair market value of a share of the Company’s common stock on the date of grant.
Except as otherwise provided herein or in an applicable award agreement, the Awards shall vest in four (4) equal quarterly installments over a one (1) year period following the grant date, subject to Executive’s continued employment through each applicable vesting date. If Executive’s employment terminates before a vesting date, unvested Awards shall be immediately forfeited unless otherwise provided in Section 8 of this Agreement or in an applicable award agreement.
| 2. | Section 8(a)(v) of the Employment Agreement is hereby amended and replaced with the following: |
(v) any portion of the Awards that are vested as of the date of termination; unvested equity shall be treated in accordance with the terms set forth in an applicable award agreement;
| 3. | Section 14 of the Employment Agreement is hereby amended by replacing the phrase “RSU grants” with “Awards”. | |
| 4. | This Amendment satisfies all requirements for amendments to the Employment Agreement as described in Section 15(d) of the Employment Agreement and Executive hereby acknowledges and agrees that none of the modifications herein shall form the basis for constructive termination by the Company. | |
| 5. | Effect of Amendment. Except as set forth herein, all provisions of the Employment Agreement shall remain in full force and effect. | |
| 6. | Modifications. This Amendment may not be amended, modified, or changed (in whole or in part) except by a formal, definitive written agreement expressly referring to this Amendment, which agreement is executed by both of the Company and Executive. | |
| 7. | Miscellaneous. The provisions of Section 15 of the Agreement shall apply to this Amendment as if set forth herein in full. |
[Signature page follows]
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the day and year first written above.
| COMPANY | ||
| Bitmine Immersion Technologies, Inc. | ||
| By: | /s/ Thomas Lee | |
| Name: | Thomas Lee | |
| Title: | Executive Chairman | |
| EXECUTIVE | ||
| /s/ Chi Tsang | ||
| Chi Tsang | ||
| 2 |
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), effective as of April 2, 2026 (the “Effective Date”), to the Employment Agreement, dated as of January 7, 2026, by and between Bitmine Immersion Technologies, Inc. (the “Company”) and Young Kim (“Executive”, and the agreement, the “Employment Agreement”), is made and entered into by and between the Company and Executive. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Employment Agreement.
WHEREAS, the Company and Executive are parties to the Employment Agreement and mutually desire to amend the terms and conditions of the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
| 1. | Section 4(b) of the Employment Agreement is hereby amended and replaced with the following: |
Long-Term Incentive. During the Term, Executive shall be granted an annual long-term incentive award in the form of stock options (“Options”) (the “Awards”) with a target value of $1,750,000 for each fiscal year, provided that the long-term incentive award for fiscal year 2026 shall be prorated based on the portion of fiscal year 2026 during which Executive is employed by the Company, in each case subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable award agreement.
The number of Options comprising each annual Award shall be determined by the Board (or a duly authorized committee thereof) in a manner consistent with the foregoing target value, based on the volume-weighted average trading price of the Company’s common stock over the ten (10) consecutive trading days ending on the trading day immediately preceding the applicable grant date. No fractional shares shall be issued, and any resulting fractional amounts shall be rounded down to the nearest whole share. The exercise price per share of each Option shall be not less than the fair market value of a share of the Company’s common stock on the date of grant.
Except as otherwise provided herein or in an applicable award agreement, the Awards shall vest in four (4) equal quarterly installments over a one (1) year period following the grant date, subject to Executive’s continued employment through each applicable vesting date. If Executive’s employment terminates before a vesting date, unvested Awards shall be immediately forfeited unless otherwise provided in Section 8 of this Agreement or in an applicable award agreement.
| 2. | Section 8(a)(v) of the Employment Agreement is hereby amended and replaced with the following: |
(v) any portion of the Awards that are vested as of the date of termination; unvested equity shall be treated in accordance with the terms set forth in an applicable award agreement;
| 3. | Section 14 of the Employment Agreement is hereby amended by replacing the phrase “RSU grants” with “Awards”. |
| 4. | This Amendment satisfies all requirements for amendments to the Employment Agreement as described in Section 15(d) of the Employment Agreement and Executive hereby acknowledges and agrees that none of the modifications herein shall form the basis for constructive termination by the Company. |
| 5. | Effect of Amendment. Except as set forth herein, all provisions of the Employment Agreement shall remain in full force and effect. |
| 6. | Modifications. This Amendment may not be amended, modified, or changed (in whole or in part) except by a formal, definitive written agreement expressly referring to this Amendment, which agreement is executed by both of the Company and Executive. |
| 7. | Miscellaneous. The provisions of Section 15 of the Agreement shall apply to this Amendment as if set forth herein in full. |
[Signature page follows]
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the day and year first written above.
| COMPANY | ||
| Bitmine Immersion Technologies, Inc. | ||
| By: | /s/ Chi Tsang | |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
| EXECUTIVE | ||
| /s/ Young Kim | ||
| Young Kim | ||
| 2 |