Bitmine Immersion Technologies, Inc 10-Q for FY2026 Q1
Bitmine Immersion Technologies, Inc. (BMNR)
About this 10-Q
Bitmine Immersion Technologies, Inc filed this 10-Q on January 13, 2026, covering the quarter ended November 30, 2025 (FY2026 Q1).
Headline figures
Quarter ended November 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.29M
- up 90.9% from $1.2M a year earlier
- Net loss
- $5.2B
- compared with a net loss of $974K a year earlier
- Diluted EPS
- -$15.98
- compared with -$1.66 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
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file number:
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Registrant’s
telephone number, including area code (
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
The number of shares outstanding of the registrant’s common stock as of January 12, 2026 was shares.
DOCUMENTS INCORPORATED BY REFERENCE — NONE
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Bitmine Immersion Technologies, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except for share and per share data)
| November 30, | August 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Digital assets | ||||||||
| Investment in equity securities | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities and payables | $ | $ | ||||||
| Unsettled digital asset trades | ||||||||
| Contract liabilities | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liability | ||||||||
| Warrant liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of November 30, 2025 and August 31, 2025 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
Bitmine Immersion Technologies, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for share and per share data)
| Three months | Three months | |||||||
| ended | ended | |||||||
| November 30, | November 30, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue from the sale of mining equipment | $ | $ | ||||||
| Revenue from self-mining | ||||||||
| Revenue from consulting | ||||||||
| Revenue from leasing | ||||||||
| Revenue from staking | ||||||||
| Total Revenue | ||||||||
| Cost of sales mining equipment | ||||||||
| Cost of sales self-mining | ||||||||
| Cost of sales leasing | ||||||||
| Cost of sales staking | ||||||||
| Total Cost of Sales | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Impairment of property and equipment | ||||||||
| Unrealized loss (gain) from digital assets holdings | ( | ) | ||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Unrealized gain from trading securities | ||||||||
| Change in fair value of warrant liability | ||||||||
| Loss on the extinguishment of debt | ( | ) | ||||||
| Pre-tax loss | ( | ) | ( | ) | ||||
| Income tax benefit | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Deemed dividend on Series A Preferred Stock | ( | ) | ||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic loss per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per common share | $ | ( | ) | $ | ( | ) | ||
| Weighted-average number of common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
Bitmine Immersion Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, unaudited)
| Series A Preferred | Series B Preferred | Common Stock | Additional Paid-in | Accumulated Deficit/Retained | Total Stockholders | |||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Value | Shares | Value |
Capital |
Earnings | Equity | ||||||||||||||||||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock to settle liabilities | - | - | ||||||||||||||||||||||||||||||||||
| Stock based compensation expense | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock and liability classified warrants | - | - | ||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, November 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||||||||||
| Series A Preferred | Series B Preferred | Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, August 31,2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Series A Preferred -for change of vesting terms | – | – | – | |||||||||||||||||||||||||||||||||
| Series A - deemed dividend due to convert price reset | – | – | – | ( | ) | |||||||||||||||||||||||||||||||
| Conversion of common stock to Preferred B stock and purchase of Preferred B Stock | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Stock-based compensation for services | – | – | ||||||||||||||||||||||||||||||||||
| Stock-based compensation -related parties | – | – | ||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, November 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
Bitmine Immersion Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
| Three Months | Three Months | |||||||
| ended | ended | |||||||
| November 30, 2025 | November 30, 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock based compensation | ||||||||
| Depreciation expense | ||||||||
| Impairment of property and equipment | ||||||||
| Amortization of note discount | ||||||||
| Unrealized loss on digital assets held | ||||||||
| Unrealized gain from trading securities | ( | ) | ||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Noncash staking revenue | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Digital assets | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Accrued liabilities | ||||||||
| Deferred tax liability | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of digital assets | ( | ) | ||||||
| Purchase of equity securities | ( | ) | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from Series A preferred stock | ||||||||
| Proceeds from Series B preferred stock | ||||||||
| Loan repayment | ( | ) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from issuance of liability-classified warrants, net of issuance costs | ||||||||
| Proceeds from private placements and prefunded warrants, net of issuance costs | ||||||||
| Proceeds from ATM, net of issuance costs | ||||||||
| Proceeds from related party loan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activity | ||||||||
| Securities purchased but not yet settled | $ | $ | ||||||
| Payment of liabilities in shares | $ | $ | ||||||
| Purchase of equipment for loan payable | $ | $ | ||||||
| Deemed dividend on Series A Convertible Preferred Stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
BITMINE IMMERSION TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except for shares and per share data)
NOTE 1 – NATURE OF THE BUSINESS
About Bitmine Immersion Technologies, Inc.
Bitmine Immersion Technologies, Inc. and its wholly owned subsidiary (“Bitmine” or the “Company”) operates in the digital asset industry with a strategic focus on acquiring, holding, and managing digital assets as part of its treasury management activities. During 2025, the Company refined its business strategy to emphasize digital asset treasury operations, reflecting a transition from primarily mining and hosting activities toward the long-term accumulation and optimization of digital asset holdings. Bitmine continues to maintain ancillary mining, leasing, and consulting operations; however, its primary objective is to manage digital assets as long-term strategic reserves to support liquidity, and capital formation.
The Company’s year-end is August 31st.
Basis of Presentation
These interim unaudited condensed consolidated financial statements (the “Interim Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these Interim Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Interim Statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the period ended August 31, 2025, as filed with the SEC (“2025 Annual Report”).
Principles of Consolidation
The Interim Statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany account balances and transactions have been eliminated in the Interim Statements.
Reverse Stock Split
On
May 15, 2025, the Company effected a
The information in this report as of August 31, 2024 and for the period ended November 30, 2024 and all references thereto have been retroactively adjusted to reflect the split.
Reclassifications
During the current quarter, the Company revised the presentation of certain income statement captions to provide a more streamlined and consolidated view of its financial statements. Prior-period amounts have been reclassified to conform to the current presentation. Operating expense categories previously presented separately have been combined into “General and administrative expenses,” on the Condensed Statements of Operations. These changes did not have a material effect on the Company’s financial condition or results of operations as previously reported.
| 7 |
NOTE 2 – SUMMARY OF SIGNIFICANT POLICIES
The Company’s significant accounting policies are disclosed in “Note 2. Summary of Significant Accounting Policies” in our 2025 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
Revenue Recognition
Revenue from Staking
The Company operates a validator node on the Ethereum blockchain network and earns ETH as rewards. These activities include both self-staking (using the Company’s own tokens) and providing validation services to third-party delegators. The provision of services related to transaction validation on the Ethereum blockchain network (through staking reward) is an output of the Company’s ordinary activities.
The Company recognizes revenue from native staking in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) by following the five steps -- identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price to the performance obligation and determine when to recognize revenue. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.
The Company earns staking rewards in the form of ETH from self-staking. A contract with enforceable rights and obligations exists when the Company stakes its tokens to the validator and starts solving blocks on the Ethereum blockchain, which is the customer by analogy. The contract term is the length of each staking epoch, which is approximately 6.4 minutes. Staking rewards are recognized as revenue when the Company satisfies its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the contract term. The ETH earned are non-cash consideration and therefore measured at fair value at the inception of each contract.
The Company’s staking revenue is subject to cost of sales, which primarily comprises direct expenses associated with the ETH staking business, including service fees payable to the service provider.
Because the Company does unilaterally control the validator, the Company is the principal to the validation service. As such, the Company presents staking rewards as revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled.
Contract Liabilities
The
Company’s contract liabilities represent advance payments from customers relating to consulting and leasing activities. As of November
30, 2025, the Company’s contract liability balance amounted to $
SCHEDULE OF CONTRACT LIABILITIES
| Three Months Ended November 30, 2025 | ||||
| Beginning contract liabilities | $ | |||
| Revenue recognized from contract liabilities | ( | ) | ||
| Advance consideration received during the period | ||||
| Ending contract liabilities | $ | |||
Recent Accounting Pronouncements
The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended August 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements.
New Accounting Standards and Accounting Standards Not Yet Adopted
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our Interim Statements and related disclosures.
In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. Additionally, in December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
| 8 |
NOTE 3 – DIGITAL ASSETS
The Company accounts for its digital assets, which are comprised of BTC and ETH as indefinite-lived intangible assets in accordance with ASC 350-60, Intangibles—Goodwill and Other-Crypto Assets. The Company has ownership of and control over its BTC and ETH and uses third-party custodial services at multiple locations that are geographically dispersed to store its digital assets. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at fair value, with the gain or loss associated with remeasurement of the digital assets reported in net income.
The
fair value of the Company’s digital assets is determined based on the quoted price in its principal market, CoinBase, at the time
of measurement (midnight UTC). The Company determines its principal market as the market that it has access to and has the greatest volume
and level of orderly transactions in accordance with ASC 820, Fair Value Measurement. The Company tracks the cost of its digital
assets using the first-in-first-out (FIFO) method. During the three months ended November 30, 2025 and 2024, the Company realized gains
from the sale of digital assets of $
Digital assets earned by the Company through its mining activities are included within operating activities on the accompanying Condensed Statements of Cash Flows. The sales of digital currencies are included within investing activities in the accompanying condensed statements of cash flows and any realized gains or losses from such sales are included in operating expense in the condensed statements of income and comprehensive income (loss).
The Company holds its BTC in an account at Bitgo Trust (“Bitgo”), a well-known BTC custodian, which it also uses to liquidate its BTC when necessary. The Company also has an account with Gemini Trust Company, LLC, which is regulated by the New York Department of Financial Services as a backup facility.
Additionally,
As
part of the Company’s normal operations, there are trades at month end that have been finalized and recorded but not yet
settled. As of November 30, 2025, the Company has unsettled trades totaling $
See Note 3, Digital Assets, to the Interim Statements for further information regarding the Company’s purchases and sales of digital assets.
The following table sets forth the units held, cost basis, and fair value of both BTC and ETH held, as shown on the balance sheet as of November 30, 2025:
SCHEDULE OF DIGITAL ASSETS
| Units | Cost Basis | Fair Value | |||||||||||
| BTC | $ | $ | |||||||||||
| ETH | |||||||||||||
| Total | $ | $ | |||||||||||
Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement (midnight Eastern). The following table presents a reconciliation of BTC held as of November 30, 2025 and November 30, 2024:
SCHEDULE OF RECONCILIATION OF DIGITAL ASSETS
| November 30, 2025 | November 30, 2024 | |||||||
| Fair value, beginning balance | $ | $ | ||||||
| Additions from BTC mining and hosting activity | ||||||||
| Additions from staking activity | ||||||||
| Additions from purchases of BTC | ||||||||
| Additions from advance payments in BTC | ||||||||
| Direct payments in BTC | ( | ) | ( | ) | ||||
| Realized gains | ||||||||
| Sale of BTC | ( | ) | ||||||
| Remeasurement of fair value of BTC | ( | ) | ||||||
| Fair value, ending balance | $ | $ | ||||||
The Company acquired ETH as a part of a strategic business shift during fiscal year 2025. The following table presents a reconciliation of ETH held as of November 30, 2025:
| November 30, 2025 | ||||
| Fair value, beginning balance | $ | |||
| Additions from staking activity | ||||
| Additions from the purchase of ETH | ||||
| Direct Payments in ETH | ( | ) | ||
| Realized gains | ||||
| Unrealized remeasurement of fair value | ( | ) | ||
| Fair value, ending balance | $ | |||
Note: The Company did not hold any ETH as of November 30, 2024.
| 9 |
NOTE 4 – PROPERTY AND EQUIPMENT
The following tables set forth the components of the Company’s property and equipment at November 30, 2025 and August 31, 2025:
SCHEDULE OF PROPERTY AND EQUIPMENT
| November 30, 2025 | August 31, 2025 | |||||||
| Miners and mining equipment | $ | |||||||
| Equipment not in-service | ||||||||
| Total property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
For
the three months ended November 30, 2025 and November 30, 2024, the Company recorded depreciation expense of $
Additionally,
for the three months ended November 30, 2025 and 2024, the Company recognized impairment charges of $
NOTE 5 – ACCRUED LIABILITIES
As of November 30, 2025 and August 31, 2025, accrued liabilities are composed of the following:
SCHEDULE OF ACCRUED LIABILITIES
| November 30, 2025 | August 31, 2025 | |||||||
| Accrued professional services fees | $ | $ | ||||||
| Accrued digital asset management fees | ||||||||
| Accrued equity management fees | ||||||||
| Accrued officer compensation | ||||||||
| Accrued other | ||||||||
| Total accrued liabilities and payables | $ | $ | ||||||
NOTE 6 – INVESTMENTS
Investment in Eightco
On
September 8, 2025, the Company entered into a Securities Purchase Agreement as part of a private investment in public equity (“PIPE”)
transaction led by Eightco Holdings Inc. (“Eightco”). Pursuant to the agreement, BitMine invested $
As of November 30, 2025 the trading price of Eightco was $. As a result, the Company recorded an Unrealized gain
from trading securities of $
At the time of the transaction, the Company owned approximately
NOTE 7 – STOCKHOLDERS’ EQUITY
Common Stock
As of November 30, 2025, the Company had shares of common stock outstanding.
On
July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with each of
Cantor Fitzgerald & Co. (“Cantor”) and 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 (the “ATM Offering”). For further information regarding the ATM Offering, refer to Note 9 of the Company’s Annual
Report on Form 10-K for the year ended August 31, 2025. As of November 30, 2025, the Company sold shares of common stock
pursuant to the ATM Offering and received cash proceeds of $
| 10 |
Liability Classified Warrants
On
September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued
(i) shares of common stock at a price of $ per share and (ii) warrants to purchase up to
The warrants are classified as liabilities in accordance with ASC 815, as they contain provisions that could require net cash settlement in circumstances not solely within the Company’s control. Upon issuance, the warrant liability was measured at fair value using a Black-Scholes valuation model. The warrant liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
SCHEDULE OF KEY ASSUMPTION INPUTS USED FOR WARRANTS VALUATION
| Stock Price | $ | |||
| Exercise Price | $ | |||
| Expected Term (in years) | ||||
| Risk-Free Interest rate | % | |||
| Expected Volatility | % | |||
| Expected Dividend Yield | % |
For
the three months ended November 30, 2025, the Company recognized a gain of $
Series A and B Convertible Preferred Stock
The
Company is authorized to issue shares of Series A and Series B Convertible Preferred Stock.
| 11 |
Restricted Stock Awards (“RSAs”)
All RSAs were vested as of August 31, 2025 and the Company did not issue any additional RSAs for the three months ended November 30, 2025.
A summary of RSA for the three months ended November 30, 2025 is presented below:
During the three months ended November 30, 2025 and 2024, the Company recognized compensation expenses of $ and $ for RSAs, respectively.
Restricted Stock Units (“RSUs”)
Awards of Restricted Stock Units (“RSUs”) are generally subject to forfeiture if employment terminates prior to vesting. The Company’s RSU’s consist of time-based units, that are settled in shares of the Company’s common stock upon vesting.
On
September 1, 2025, the Company executed employment agreements with select executives, committing to issue RSUs with a total annual fair
value of $
On September 1, 2025, the Company granted an initial tranche of Restricted Stock Units (RSUs), determined using a stock price of $ as of that date. These RSUs are scheduled to vest over the course of one year commencing on September 1, 2025. During the three months ended November 30, 2025, RSUs were forfeited and RSUs were vested. As of November 30, 2025, RSUs remain unvested. Share-based compensation expense is recorded in “General and administrative expenses” in the Condensed Consolidated Statements of Operations. During the three months ended November 30, 2025, the Company recognized compensation expenses of $ for RSUs. As of November 30, 2025, unrecognized compensation expense for the RSUs is $. There were no RSUs outstanding as of August 31, 2025.
Equity Classified Warrants
In June 2025, the Company issued three warrant offerings (Placement Agent Warrants, Strategic Advisor Warrants, and Representative Warrants). Each warrant offering was designated as equity classified share-based compensation in accordance with ASC 718. For further information regarding the initial measurement of these warrants, refer to Note 10 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025.
During
the three months ended November 30, 2025,
warrants were exercised at a price of $
NOTE 9 – INCOME TAXES
The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to its year-to-date pre-tax income or loss and adjusts the provision for (or benefit from) income taxes for discrete items recorded in the period.
The
Company’s effective tax rate (“ETR”) for the three months ended November 30, 2025 and 2024 was
| 12 |
LOSS PER COMMON SHARE
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
| (In thousands, except share and per share data) | Three Months Ended November 30,2025 | Three Months Ended November 30, 2024 | ||||||
| Basic loss per share: | ||||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Deemed dividend to participating preferred stock | ( | ) | ||||||
| Less: allocation to participating preferred stock | ||||||||
| Net loss available to common stockholders — Basic | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares outstanding - basic | ||||||||
| Basic loss per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share: | ||||||||
| Numerator: | ||||||||
| Net loss available to common stockholders — Dilutive | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares outstanding - basic | ||||||||
| Add: dilutive securities | ||||||||
| Warrants | ||||||||
| RSAs | ||||||||
| Weighted average common shares outstanding - diluted | ||||||||
| Diluted loss per common share | $ | ( | ) | $ | ( | ) | ||
SUMMARY OF COMPUTATION OF DILUTED INCOME PER COMMON SHARE
Outstanding as of November 30, 2025 | Outstanding as of November 30, 2024 | |||||||
| C-3 Warrants | ||||||||
| C-1 and C-2 Warrants | ||||||||
| Strategic Advisor and Representative Warrants | ||||||||
| CVI Warrants (1) | ||||||||
| RSAs | ||||||||
| RSUs | ||||||||
| Diluted income per common share | ||||||||
| (1) |
NOTE 11 – SEGMENT REPORTING
In
accordance with ASC 280-10, Segment Reporting, management has determined that the Company operates as
For
the three months ended November 30, 2025, the Company derived approximately
| 13 |
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Commitments
During the fiscal year ended August 31, 2025, the Company entered into a Consulting Agreement with a third-party service provider to provide consulting, asset management, custody, and staking services. The Consulting Agreement has a term of ten years and may be renewed.
Under the terms of the Consulting Agreement, the Company is obligated to pay the third-party service provider a consulting fee calculated as follows:
| ● | ||
| ● | ||
| ● |
The
fee is earned daily and paid monthly, which may be settled in cash or digital assets. The aggregate fees to be incurred by the Company
are expected to be in the range of $
The Consulting Agreement is non-cancelable except under limited circumstances. If the Company terminates the Consulting Agreement without cause, the third-party service provider is entitled to 85% of all fees that would have accrued through the end of the term as liquidated damages.
During the three months ended November, the Company recorded $
Contingencies
From time to time, the Company is subject to legal proceedings that arise in the ordinary course of business. While any legal proceeding or claim has an element of uncertainty, the Company believes the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on the Company’s condensed financial position or results of operations. It is possible, however, that future results of operations could be materially and adversely affected by any new developments relating to the legal proceedings and claims. As of November 30, 2025, and August 31, 2025, no legal matters were considered probable and reasonably estimable.
NOTE 13 – SUBSEQUENT EVENTS
Subsequent
to November 30, 2025 and through the date of issuance of these financial statements, the Company issued shares of its
common stock for gross proceeds of approximately $
The cash dividend of $ per share on the Company’s common stock approved by the Board of Directors on November 19, 2025 was paid on December 29, 2025 with respect to shares of common stock outstanding as of the record date.
| 14 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements regarding industry prospects and our results of operations or financial position, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. The important factors discussed under “Part II. Item 1A. Risk Factors,” among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations.
Overview
We are a digital asset focused company. Beginning in the third calendar quarter of 2025, management expanded its existing digital asset business to primarily focus on the Ethereum blockchain and ETH as the digital asset. This included expanding toward an asset light operating model centered on Ethereum adjacent services (including advisory) and disciplined digital asset treasury management. Our results are now driven primarily by operating efficiency in a lower capex model and Ethereum market conditions, including their impact on client activity and the value of any ETH held in our treasury.
In June and July 2025, we strengthened our liquidity through an underwritten public offering of common stock, private placements, and the establishment of our at-the-market program permitting sales of up to $20,000,000 of our common stock from time to time (the “ATM Program”). As of November 30, 2025, $4,617,859 of sales relating to the ATM Program are still available. We also uplisted our common stock to the NYSE American in June 2025.
Unless otherwise indicated, period to period comparisons are presented for the two most recent fiscal years consistent with Item 303 of Regulation S-K, as amended.
ETH Treasury Strategy, Drivers and Outlook
Our operating model is now anchored by our ETH Treasury Strategy and capital-light ecosystem services. The key drivers of our results include (i) ETH market conditions, which affect the value of our holdings and the economics of any staking or staking-adjacent activities; (ii) client demand for Ethereum-adjacent services, including advisory; (iii) security, custody and compliance expenditures necessary to support institutional-grade treasury operations; and (iv) access to capital to opportunistically acquire ETH and invest in enabling infrastructure.
Treasury and yield framework. Our objective is to grow our net ETH position over time, subject to risk and liquidity constraints. We evaluate staking and related mechanisms based on security, liquidity, counterparty and regulatory profiles. We expect staking yields to evolve with validator participation rates, protocol parameters and market conditions. Where we deploy ETH to staking or analogous activities, we intend to size exposures conservatively, prioritize best-in-class custody and validator operations (including multi-client diversity and performance monitoring), and maintain appropriate unencumbered liquidity to meet corporate needs. We may rebalance or unwind positions in response to changes in risk, reward, or regulatory context.
Operating expenditures and investment priorities. As an ETH-focused company, we expect a mix shift in operating expenses toward cybersecurity, custody, treasury operations, compliance and technology enablement for advisory and analytics. Capital expenditures are expected to remain modest relative to a mining-centric model. We intend to maintain a flexible cost structure aligned with services activity and treasury scale.
Key trends and uncertainties. We are monitoring (i) protocol upgrades on Ethereum’s roadmap and their implications for staking yields, fee markets and network security; (ii) growth in L2 activity and cross-chain interoperability; (iii) institutional adoption trends, including tokenization initiatives and regulated market-structure developments; (iv) availability and terms of regulated custodial services; and (v) evolving U.S. and non-U.S. regulatory frameworks applicable to digital assets and staking.
Liquidity considerations. Our liquidity planning considers ETH price volatility, potential impairment charges under applicable accounting policies, the liquidity profile of any staked positions and our ability to access capital markets through our shelf registration and at-the-market program. We intend to maintain sufficient liquidity to support operations, regulatory compliance, and security investments, while seeking opportunities to increase ETH holdings when market conditions are attractive.
Known events reasonably likely to affect future results. Our future results may be materially affected by changes in ETH prices and staking economics; regulatory developments pertaining to ETH, staking and custody; counterparty or custodian developments; cybersecurity investments and events; and market structure changes affecting liquidity and capital access for digital-asset issuers.
Key Performance Drivers
Key performance drivers include ETH market conditions and staking economics; client demand for advisory services; and access to capital under our shelf and ATM Program. We focus on treasury security and liquidity, sizing of staking or staking adjacent activities, and maintaining flexibility to rebalance positions as risk return or regulatory contexts evolve. Given our pivot to an asset light, ETH focused model, energy use metrics from prior mining operations are no longer decision useful and have been excluded from MD&A.
| 15 |
Results of Operations
Comparison of Results of Operations for the Three Months Ended November 30, 2025 and November 30, 2024.
| Three Months Ended November 30, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Revenue from the sale of mining equipment | $ | - | $ | 717 | NM | |||||||
| Revenue from self-mining | 2 | 484 | NM | |||||||||
| Revenue from consulting | 199 | - | NM | |||||||||
| Revenue from leasing | 1,112 | - | NM | |||||||||
| Revenue from staking | 980 | - | NM | |||||||||
| Total Revenue | 2,293 | 1,201 | 91 | % | ||||||||
| Cost of sales mining equipment | - | 670 | NM | |||||||||
| Cost of sales self-mining | 86 | 541 | -84 | % | ||||||||
| Cost of sales leasing | 909 | - | NM | |||||||||
| Cost of sales staking | 29 | - | NM | |||||||||
| Total Cost of Sales | 1,024 | 1,211 | -18 | % | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | 223,436 | 959 | NM | |||||||||
| Impairment of property and equipment | 200 | - | NM | |||||||||
| Unrealized loss (gain) from the digital assets holding | 5,247,925 | (85 | ) | NM | ||||||||
| Total operating expenses | 5,471,561 | 874 | NM | |||||||||
| Loss from operations | (5,470,292 | ) | (884 | ) | NM | |||||||
| Other income (expense): | ||||||||||||
| Interest expense | (200 | ) | (68 | ) | NM | |||||||
| Interest income | - | 1 | NM | |||||||||
| Unrealized gain from trading securities | 15,890 | - | NM | |||||||||
| Change in fair value of warrant liability | 158,212 | - | NM | |||||||||
| Loss on the extinguishment of debt | - | (23 | ) | NM | ||||||||
| Pre-tax loss | (5,296,390 | ) | (974 | ) | NM | |||||||
| Income tax benefit | (92,295 | ) | - | NM | ||||||||
| Net loss | $ | (5,204,095 | ) | $ | (974 | ) | NM | |||||
For the results of operations we have included the respective percentage of changes, unless greater than 100% or less than (100)%, in which case we have denoted such changes as not meaningful (“NM”).
| 16 |
Revenues
During the three months ended November 30, 2025, revenues were $2,293, compared to $1,201 during the three months ended November 30, 2024. The increase in revenue was a result of the following:
| ● | Revenue from the sale of mining equipment. During the three months ended November 30, 2025, revenue from the sale of mining equipment was $0, compared to $717 in the three months ended November 30, 2024. The revenue recognized during the three months ended November 30, 2024 was primarily related to the sale of ten transformers. No such revenue was recognized during the three months ended November 30, 2025. | |
| ● | Revenue from self-mining. During the three months ended November 30, 2025, revenue from self-mining was $2, compared to $484 in the three months ended November 30, 2024. The Company continued its strategy of winding down its proprietary self-mining exposure and deferring new site buildouts during the three months ended November 30, 2025 resulting in nominal self-ming revenue. | |
| ● | Revenue from consulting. During the three months ended November 30, 2025, revenue from consulting was $199, as compared to $0 during the three months ended November 30, 2024. All of the consulting revenue in 2025 was derived from one consulting agreement under which the Company is obligated to provide various operational, maintenance and consulting services from May 16, 2025 to May 15, 2026 for aggregate consideration of $800, of which half was paid on May 16, 2025. | |
| ● | Revenue from leasing: During the three months ended November 30, 2025, revenue from the leasing of miners was $1,112, as compared to $0 during the three months ended November 30, 2024. Under the March 2025 machine lease agreement which expired on December 31, 2025, the lessee paid $850 for all revenues generated from 2,500 of our miners from March 8, 2025 to May 7, 2025. Under the May 2025 machine lease agreement, the lessee agreed to pay $3,200 for all revenues generated from 3,000 of our miners from May 16, 2025 to December 31, 2025. | |
| ● | Revenue from staking. During the three months ended November 30, 2025, revenue from staking was $980, compared to $0 in the three months ended November 30, 2024. The increase was a result of the Company initiating both native staking and liquid staking in November 2025, with the intent for staking to become a primary yield generation strategy of the Company during the current fiscal year. |
Cost of Sales
Major components of cost of sales include rent to house mining and hosting equipment, electricity, depreciation, and supplies. During the three months ended November 30, 2025, cost of sales was $1,024 compared to $1,211 during the three months ended November 30, 2024. The increase in cost of sales was a result of the following:
| ● | Cost of sales mining equipment. Cost of sales related to sales of mining equipment was $0 for the three months ended November 30, 2025, compared to $670 for the three months ended November 30, 2024. The costs incurred during the three months ended November 30, 2024 was related to the sale of the ten transformers noted above. No such costs were incurred during the three months ended November 30, 2025. | |
| ● | Cost of sales self-mining. Cost of sales related to self-mining remained was $86 in the three months ended November 30, 2025, compared to $541 in the three months ended November 30, 2024. The Company continued its strategy of winding down its proprietary self-mining exposure and deferring new site buildouts during the three months ended November 30, 2025. | |
| ● | Cost of sales leasing. Cost of sales related to leasing was $909 for the three months ended November 30, 2025, compared to $0 during the three months ended November 30, 2024. The increase in cost of sales leasing is a result of the Machine Lease Agreement Bitmine entered with KULR Technology Group, Inc. on May 16, 2025. As part of this agreement, Bitmine is responsible for maintaining the equipment, providing a contractually agreed upon level of hash rate, and ensuring continuous operation, either directly or through third-party providers. | |
| ● | Cost of staking. Cost of sales related to revenue from staking was $29 for the three months ended November 30, 2025, compared to $0 for the three months ended November 30, 2024. Cost of sales primarily comprises direct expenses associated with the ETH staking business, including service fees payable to the service provider. |
Operating Expenses
| ● | General and administrative expenses. General and administrative expenses were $223,436 in the three months ended November 30, 2025, compared to $959 in the three months ended November 30, 2024. The increase is primarily related to one time capital raising, advisory, legal, and other consulting fees. The increase is also related to expenses associated with the Consulting Agreement. Estimated fees that will be incurred from industry-experienced third parties to manage the Company’s multi-billion dollar ETH portfolio are expected to be in the range of $40,000 to $50,000 annually. The Company expects these fees to be significantly offset and exceeded in the future by projected staking fees earned from the same ETH portfolio, although there can be no assurances that the Company will be successful in doing so. See Note 13 of the Interim Statements for additional information. | |
| ● | Impairment of property and equipment. Impairment of fixed assets was $200 in the three months ended November 30, 2025, as compared to $0 in the three months ended November 30, 2024, reflecting our review of under-utilized or obsolete equipment and site-specific assets. | |
| ● | Unrealized gain/loss from digital assets holding. During the three months ended November 30, 2025, The Company recorded an unrealized loss of $5,247,925 related to changes in the fair value of our digital asset holdings. This is compared to a $85 gain for the three months ended November 30, 2024. The Company acquired ETH on top of its BTC holdings as part of our business expansion during fiscal year 2025. As of November 30, 2025, the total fair value of ETH and BTC holdings amounted to $10,544,339 and $17,450, respectively. As of November 30, 2024, the total fair value of BTC holdings amounted to $150. No ETH was held as of November 30, 2024. |
| 17 |
Other Income (Expense)
| ● | Interest expense. Interest expense related solely to ETH activity was $200 in the three months ended November 30, 2025, as compared to $68 in interest expense related to debt in the three months ended November 30, 2024. | |
| ● | Interest income. Interest income was $0 in three months ended November 30, 2025, as compared to $1 in three months ended November 30, 2024. | |
| ● | Unrealized gain from trading securities. The Company recognized a $15,890 gain during the three months ended November 30, 2025. This gain reflects the change in fair value of the Investment in Eightco, which is reflected in “Other Income” within the consolidated statement of operations. See Note 6 of the Interim Statements for additional information. | |
| ● | Change in fair value of warrant liability. The Company recognized a $158,212 gain during the three months ended November 30, 2025. This gain reflects the change in fair value of the Liability Classified Warrants, which is reflected in other income within the consolidated statement of operations. See Note 7 of the Interim Statements for additional information. | |
| ● | Loss on the extinguishment of debt. The Company had no debt as of November 30, 2025. The loss on the extinguishment of its debt was $0 during the three months ended November 30, 2025, as compared to $23 during the three months ended November 30, 2024. The decrease is due to the equity proceeds raised by the Company enabling the paydown of debt. |
Income Taxes
During the three months ended November 30, 2025, the Company recognized the full valuation allowance that was recorded against the Company’s deferred tax assets as a discrete item. This resulted in a $92,295 income tax benefit for the period.
Non-GAAP Financial Measures
The following tables present Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted Earnings Per Share (“EPS”). These are non-U.S. GAAP financial measurements within the meaning of Regulation G dictated by the Securities and Exchange Commission. Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash items for the period presented. Adjusted EPS is defined as EPS in accordance with US GAAP excluding the impact of certain non-cash items for the period presented.
The Company uses Adjusted EBITDA and Adjusted EPS in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company’s management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company’s performance using the same tools that management uses to evaluate the Company’s past performance, (b) permit investors to compare the Company with its peers, and (c) provide consistent period-to-period comparisons of the results.
While the Company believes that these measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these measurements may differ from similar measures presented by other companies. A reconciliation of Adjusted EBITDA and Adjusted EPS are detailed below.
The reconciliation of Adjusted EBITDA for the three months ended November 30, 2025 and 2024 is as follows:
| Three Months Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (5,204,095 | ) | $ | (974 | ) | ||
| Interest expense, net | (200 | ) | (67 | ) | ||||
| Provision for income taxes | (92,295 | ) | - | |||||
| Depreciation expense | 124 | 131 | ||||||
| EBITDA | (5,296,466 | ) | (910 | ) | ||||
| Adjustments | ||||||||
| Stock based compensation(1) | 677 | 471 | ||||||
| Impairment of property and equipment(2) | 200 | - | ||||||
| Unrealized gain from trading securities(3) | (15,890 | ) | - | |||||
| Change in fair value of warrant liability(4) | (158,212 | ) | - | |||||
| Loss on the extinguishment of debt(5) | - | 23 | ||||||
| Unrealized loss (gain) from the digital assets holding(6) | 5,247,925 | (85 | ) | |||||
| One time consulting and legal fees(7) | 200,051 | - | ||||||
| Adjusted EBITDA | $ | (21,715 | ) | $ | (501 | ) | ||
(1) Stock based compensation represents the non-cash expense recorded for the Company’s restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three months ended November 30 2025 as well the vesting of existing awards.
(2) Represents a non-cash charges recorded during the period to reduce the carrying value of certain assets to their estimated fair value.
(3) Represents the change in fair value of the company’s held investment in Eightco’s common stock for the three months ended November 30, 2025.
(4) Represents the change in fair value of the company’s liability classified warrants for the three months ended November 30, 2025.
(5) Represents non-recurring charges incurred in connection with the early settlement of the Company’s loan with a third-party lender and the Hash Rate Sale Agreement.
(6) Removes the impact of unrealized changes in fair value of our digital asset holdings from net income.
(7) Represents one time capital raising, advisory, legal and other consulting fees incurred during the period.
| 18 |
The reconciliation of Adjusted EPS for the three months ended November 30, 2025 and 2024 is as follows:
| Three Months Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Pre-tax loss | (5,296,390 | ) | (974 | ) | ||||
| Adjustments: | ||||||||
| Stock based compensation(1) | 677 | 471 | ||||||
| Impairment of property and equipment(2) | 200 | - | ||||||
| Unrealized gain from trading securities(3) | (15,890 | ) | - | |||||
| Change in fair value of warrant liability(4) | (158,212 | ) | - | |||||
| Loss on the extinguishment of debt(5) | - | 23 | ||||||
| Unrealized loss (gain) from the digital assets holding(6) | 5,247,925 | (85 | ) | |||||
| One time consulting and legal fees(7) | 200,051 | - | ||||||
| Adjusted loss before income tax provision | (21,639 | ) | (565 | ) | ||||
| Income tax benefit (as reported) | (92,295 | ) | - | |||||
| Income tax provision adjustment(8) | 88,188 | - | ||||||
| Adjusted income tax benefit | (4,107 | ) | - | |||||
| Adjusted net loss | (17,532 | ) | (565 | ) | ||||
| Deemed dividend on Series A Preferred Stock | - | (2,961 | ) | |||||
| Adjusted net loss attributable to common stockholders | (17,532 | ) | (3,526 | ) | ||||
| Diluted weighted average common shares outstanding | 325,665,565 | 2,371,103 | ||||||
| Adjusted diluted loss per common shares | $ | (0.05 | ) | $ | (0.24 | ) | ||
(1) Stock based compensation represents the non-cash expense recorded for the Company’s restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three months ended November 30 2025 as well the vesting of existing awards.
(2) Represents a non-cash charges recorded during the period to reduce the carrying value of certain assets to their estimated fair value.
(3) Represents the change in fair value of the company’s held investment in Eightco’s common stock for the three months ended November 30, 2025.
(4) Represents the change in fair value of the company’s liability classified warrants for the three months ended November 30, 2025.
(5) Represents non-recurring charges incurred in connection with the early settlement of the Company’s loan with a third-party lender and the Hash Rate Sale Agreement.
(6) Removes the impact of unrealized changes in fair value of our digital asset holdings from net income.
(7) Represents one time capital raising, advisory, legal and other consulting fees incurred during the period.
(8) The income tax provision adjustment is calculated by multiplying “Adjusted income (loss) before income tax provision” by the Company’s applicable tax rate of 21%.
Known Trends, Events and Uncertainties
Business expansion. Following our July 2025 and ongoing financings, we have pivoted to a services-led model and reduced proprietary mining exposure, including by redeploying/retiring less-efficient machines, concentrating hashrate at lower-cost sites and phasing capex. In the second half of calendar 2025, we further reduced exposure to halving-driven volatility by pivoting to a services-led, capital-light model and by winding down new proprietary mining investments. We discuss the implications for liquidity, capital needs and accounting estimates under “Liquidity and Capital Resources” and “Critical Accounting Estimates.”
This reduces direct exposure to network difficulty and power prices but increases reliance on client demand for advisory and leasing services. We expect services mix and pricing to be key drivers of variability.
Ethereum market dynamics. ETH price levels influence client activity and the value of any ETH held in treasury. Increased adoption or volatility can raise demand for advisory services; conversely, sustained price declines could dampen client spending.
Capital markets and liquidity. We believe our June and July 2025 transactions, shelf registration and ATM Program provide flexibility to access equity capital opportunistically to support working capital and selective investments aligned with a capital-light strategy. Adverse market conditions or unfavorable industry sentiment could constrain our ability to raise capital on acceptable terms.
Regulatory environment. Evolving U.S. and foreign regulations related to digital assets, data center operations, financial markets and custody may impose new compliance obligations or restrictions.
Management updates. On November 20, 2025, the Company entered into an employment agreement with Chi Tsang to serve as the Company’s Chief Executive Officer. Additionally, on January 7, 2026, the Company entered into an employment agreement with Young Kim to serve as the Company’s Chief Financial Officer and Chief Operating Officer.
| 19 |
Liquidity and Capital Resources
Current liquidity position
As of November 30, 2025, the Company had $887,678 in cash on hand and working capital of $751,900. Our primary sources of liquidity during the three months ended November 30, 2025 included:
| ● | net proceeds of $7,726,810 from our Registration Statement on Form S-3ASR filed July 9, 2025 and an equity sales agreement with Cantor Fitzgerald & Co. and ThinkEquity LLC, providing the ability, at our discretion and subject to market conditions, to sell up to $20 billion of our common stock from time to time in our ATM Program | |
| ● | net proceeds of $365,240 from our September 2025 issuance of (i) 5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share |
In connection with the June offering, the Company issued common stock purchase warrants to a placement agent (the “Placement Agent Warrants”) on July 8, 2025 in exchange for services. The Placement Agent Warrants are exercisable immediately upon issuance to purchase up to 1,231,945 shares of the Company’s common stock at an exercise price of $5.40 per share. The warrants were fully vested upon issuance and have a contractual term of five years. The total grant-date fair value of the Placement Agent Warrants is $134,654, which was treated as the issuance cost, net against the cash proceeds from the June offering.
On July 8, 2025, the Company entered into a Strategic Advisor Agreement with a third-party service provider (the “Strategic Advisor”) pursuant to which the Company engaged the Strategic Advisor to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the digital asset technology sector. As compensation for services rendered by the Strategic Advisor under the Strategic Advisor Agreement, the Company issued to the Strategic Advisor warrants to purchase 3,192,620 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”) at an exercise price of $5.40 per share. The Strategic Advisor Warrants were fully vested upon issuance and have a contractual term of five years. The total grant-date fair value of the Strategic Advisor Warrants is $348,959, which was immediately expensed and included in operating expense in the consolidated statement of income (loss).
In connection with the share offering on June 4, 2025, the Company issued to ThinkEquity warrants to purchase up to 129,375 shares of Common Stock at an exercise price of $10 per share (the “Representative’s Warrants”) in exchange for services. The Representative’s Warrants were fully vested upon issuance, but are not exercisable until December 1, 2025. The warrants have a contractual term of approximately five years. The total grant-date fair value of the Representative’s Warrants is $852, which was treated as the issuance cost, net against the cash proceeds from the capital raise.
The IDI obligations were addressed via restructuring as disclosed in the Company’s Registration Statement on Form S-1 and the Company’s Registration Statement on Form S-3ASR. We also expanded related party disclosures to include the largest aggregate principal outstanding and amounts of principal and interest paid under the IDI line during the applicable periods.
Sources and uses of cash
| Three months ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (228,356 | ) | $ | (96 | ) | ||
| Net cash used in investing activities | (7,422,439 | ) | (18 | ) | ||||
| Net cash provided by financing activities | 8,026,474 | 412 | ||||||
| Net increase in cash and cash equivalents | $ | 375,679 | $ | 298 | ||||
Net cash used in operating activities was $228,356 for the three months ended November 30, 2025, compared to $96 for the three months ended November 30, 2024. The increase is primarily related to one time capital raising, advisory, legal, and other consulting fees. The increase is also related to expenses associated the Consulting Agreement. This increase in cash outflow was offset by an increase in cash received from the Company’s revenue generating activities.
Net cash used in investing activities was $7,422,439 for the three months ended November 30, 2025, compared to $18 for the three months ended November 30, 2024. The increase in investing cash outflow was almost entirely driven by the $7,527,221 purchase of ETH.
Net cash provided by financing activities was $8,026,474 for the three months ended November 30, 2025, compared to $412 for the three months ended November 30, 2024. This increase was primarily driven by the $7,664,380 of proceeds received from the Company’s ATM Offering. Refer to Note 7 – Stockholder’s Equity within the financial statements for further details regarding these offerings.
Material cash requirements and known liquidity risks
We expect the following material cash requirements over the next 12 months under our capital-light model:
| ● | estimated fees that will be incurred from industry-experienced third parties to manage the Company’s multi-billion dollar ETH portfolio are expected to be in the range of $40,000 to $50,000 annually. The Company expects these fees to be significantly offset and exceeded by projected staking fees earned from the same ETH portfolio, although there can be no assurances that the Company will be successful in doing so; | |
| ● | modest capital expenditures of approximately $1,500 primarily for maintenance of existing equipment and technology platforms’ supporting services; | |
| ● | working capital to support services delivery, equipment leasing, and advisory engagements of approximately $1,000 per month at current run-rate activity levels; and | |
| ● | public company costs, including audit and compliance, of approximately $4,000 annually. | |
| ● | general operating and overhead costs of approximately $83,016 annually. |
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Our liquidity is now less sensitive to network difficulty and power price volatility than under a mining-centric model, though BTC price levels can influence client demand and the value of any BTC held in treasury. We mitigate liquidity risks by (i) maintaining a flexible cost structure aligned with services activity, (ii) limiting new capex commitments, and (iii) preserving access to equity capital via our shelf and ATM facilities. We believe, based on our current operating plan, expected cash on hand, anticipated operating cash flows and access to capital under our shelf/ATM, that we will have sufficient liquidity to fund operations for at least the next 12 months. Beyond 12 months, our ability to fund growth and meet obligations will depend on market conditions, client demand for services, and access to capital on acceptable terms.
Counterparty and market developments. We monitor counterparties in the digital asset ecosystem for credit and operational risks, including custodians, pool operators, hosting partners and joint venture partners. We currently do not have material assets with bankrupt or suspended counterparties, and we assess custody practices, insurance and operational controls at our partners. Disruptions in digital asset markets, regulatory developments or power market dislocations could adversely affect our liquidity, capital access and operational continuity.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company’s financial condition, changes in financial condition, and results of operations, liquidity or capital resources. Legacy commitments under power, site control and joint-venture agreements are being evaluated in light of our strategic shift; any remaining obligations (e.g., minimums or deposits) are included in our liquidity planning. We do not expect to enter into new long-term power purchase or build-to-suit arrangements absent clear, low-risk returns.
Critical Accounting Estimates
Our financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions affecting reported amounts of assets, liabilities, revenues, expenses and related disclosures. We consider the following to be our critical accounting estimates because they involve significant judgment, are subject to uncertainty, and could materially impact our financial results if actual results differ from our estimates. This discussion supplements, and should be read together with, the summary of significant accounting policies in our financial statement notes.
ASU 2023-08, Intangibles-Goodwill and Other Digital Assets: Accounting for and Disclosure of Digital Assets. In fiscal year 2025, we account for eligible digital assets at fair value with changes in fair value recognized in net income, consistent with ASU 2023-08. We present digital assets separately on the balance sheet and disclose changes in their carrying amounts. This accounting may increase the volatility of our reported results relative to prior impairment-based accounting.
Digital assets—impairment recognition. We recognize digital assets received from operations pursuant to ASC 606 and subsequently account for the assets under our policy supported by applicable GAAP. Management monitors digital asset balances for impairment indicators and measures impairment when required. The carrying amount is subject to market price volatility, and our estimates of impairment depend on the timing and frequency of measurement. We performed analyses, including those requested by the SEC staff, to assess the materiality of alternative impairment measurement methods and concluded that differences were not material for the periods presented. Key inputs include observable market prices and timing of acquisitions/disposals.
Revenue recognition—services and equipment leasing. Under ASC 606, we identify our customer, performance obligations and transaction price for consulting/advisory services, and equipment/container leasing. Revenue is recognized as services are provided (over time) or upon transfer of control (point-in-time) for equipment leasing. For leasing arrangements within the scope of ASC 842, we assess lease classification and recognize lease income over the lease term. Estimates include variable consideration (e.g., success-based fees), collectability, and principal-versus-agent considerations.
Property and equipment—useful lives, impairment and recoverability. We depreciate miners, containers and related site equipment over estimated useful lives of 2–10 years. With our shift to a capital-light model, we evaluate long-lived assets for impairment when indicators arise (e.g., reduced utilization or obsolescence) and assess recoverability at the asset group level. Key inputs include expected service lives, secondary market values and expected cash flows from any continued use or disposition.
Stock-based compensation. We measure equity awards at grant-date fair value under ASC 718 using observable market prices and, where applicable, option-pricing models. Inputs include volatility, expected term and risk-free rates.
Fair value of derivative liabilities and financing instruments. Certain financing arrangements contain embedded features accounted for as derivatives measured at fair value with changes recognized in earnings. We estimate fair value using market-based models that require assumptions about volatility, discount rates and probability-weighted outcomes.
Collectability of receivables; warranty and returns for equipment sales. Where we provide services or sell equipment on credit, we assess collectability considering customer creditworthiness, collateral and payment history, and we establish allowances for expected credit losses based on historical experience and current conditions. For equipment transactions with warranty obligations, we estimate reserves based on observed failure rates, supplier warranties and repair logistics.
Accounting policies and estimates are reviewed periodically for consistency with SEC guidance, including the 2003 MD&A Guidance and the 2020 amendments to Item 303. We will update our critical accounting estimates as our operations evolve and additional trends and data become reasonably available.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of November 30, 2025, our disclosure controls and procedures were not effective due to the identification of material weaknesses in our internal control over financial reporting.
We are in the process of implementing measures designed to improve our internal controls over financial reporting and remediate the deficiencies that led to the material weaknesses discussed above.
Changes in Internal Control over Financial Reporting
In connection with the preparation of our consolidated financial statements for the year ended August 31, 2025, management identified material weaknesses in our internal control over financial reporting (“ICFR”). For further information regarding the material weakness identified, refer to Item 9A. Controls and Procedures of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025.
During the quarter ended November 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We may be involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Legal expenses associated with any contingency are expensed as incurred. Our officers and directors are not aware of any threatened or pending litigation to which we are a party.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.
None.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended November 30, 2025, no director or officer of the Company
Item 6. Exhibits.
The exhibits listed on the Exhibit Index below are provided as part of this report.
| Exhibit No. | Description | |
| 10.1* | Employment Agreement by and between the Company and Chi Tsang, dated November 20, 2025. | |
| 31.1* | Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | |
| 31.2* | Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | |
| 32.1* | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended | |
| 32.2* | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended | |
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in iXBRL and included in exhibit 101). |
* Filed herewith.
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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: January 13, 2026 | By: | /s/ Chi Tsang |
Chi Tsang, Chief Executive Officer (Principal Executive Officer) |
||
| Dated: January 13, 2026 | By: | /s/ Raymond Mow |
Raymond Mow, Chief Financial Officer (Principal Financial and Accounting Officer) |
||
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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 20, 2025 (the “Effective Date”) by and between Chi Tsang (“Executive”) and Bitmine Immersion Technologies, Inc. (the “Company”).
WHEREAS, the Company desires to employ Executive as its Chief Executive Officer, and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Employment Term. The parties enter into this Agreement to set forth the terms and conditions of Executive’s employment with the Company. This Agreement supersedes and replaces any prior offer letter or agreement relating to Executive’s employment, if any, as of the Effective Date. Executive’s employment with the Company shall commence on the Effective Date and continue until terminated in accordance with Section 7 (such period of employment, the “Term”).
2. Employment Duties. During the Term, Executive shall have the title of Chief Executive Officer of the Company and as a member of the Board of Directors of the Company (the “Board”), and shall have such duties, authorities and responsibilities as are consistent with such position and as the Board may designate from time to time. Executive shall report to the Board. Executive’s primary location shall be in New Jersey. Executive shall devote Executive’s full working time and attention and Executive’s best efforts to Executive’s employment and service with the Company and shall perform Executive’s services in a capacity and in a manner consistent with Executive’s position for the Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations, in each case of (i) – (iii), so long as such activities do not, individually or in the aggregate, (A) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (B) create a fiduciary conflict, or (C) result in a violation of Section 12 of this Agreement. If requested, Executive shall also serve as an executive officer and/or member of the board of directors (or similar governing body) of any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company (an “Affiliate”) without any additional compensation. Executive acknowledges and agrees that Executive will comply with all Company policies.
3. Base Salary. During the Term, the Company shall pay Executive a base salary at an annual rate of $500,000, payable in accordance with the Company’s normal payroll practices for employees as in effect from time to time. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.” The Base Salary shall be subject to annual review by the Board (or a duly authorized committee thereof).
4. Incentive Compensation.
(a) Performance Bonus. During the Term, Executive shall be entitled to additional performance-based compensation in the amount up to $500,000 (the “Performance Bonus”), with the specific performance metrics, targets, and goals to be established and communicated by the Board of Directors during the first fiscal quarter of the applicable fiscal year. All payments of the Performance Bonus shall be made no later than two and one-half (2.5) months following the end of the Company’s fiscal year in which such award is earned and, except as provided in Section 8 of this Agreement, shall be subject to Executive’s continued employment on the applicable payment date. The Performance Bonus shall be payable in quarterly installments upon achievement of the performance conditions as determined by the Board in its sole discretion. The Board retains full authority to adjust, amend, or modify the performance metrics, targets, or timing of payments in its discretion, provided that any such adjustments shall be communicated to Executive in writing.
(b) Long-Term Incentive. During the Term, Executive shall be granted an annual long-term incentive award in the form of restricted stock units (“RSUs”) with a target value of $500,000 for each fiscal year, 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 granted shall be determined by dividing $500,000 by the closing price of the Company’s common stock on the exchange on which the common stock is then listed on the last business day of the preceding fiscal year; if no closing sale is reported on that date, the last reported sale price on the nearest preceding trading day shall be used, and no fractional shares shall be issued. Such RSUs shall vest in four equal installments of 25%, subject to Board approval each quarter and Executive’s continued employment through each applicable vesting date. If Executive’s employment terminates before a vesting date, unvested RSUs shall be immediately forfeited unless otherwise provided in Section 8 of this Agreement or in an applicable award agreement.
5. Executive Benefits.
(a) Health and Welfare. During the Term, Executive and Executive’s eligible dependents shall be eligible to participate in the Company’s medical, dental, vision and other health and welfare benefit plans provided to similarly situated senior executives, subject to the terms of such plans. The Company will provide a private-equivalent level of medical coverage through the Company’s group health plan offerings, with employer and employee premium contributions consistent with those applicable to senior executives, except as otherwise required by law. The Company reserves the right to amend any employee benefit plan, policy, program or arrangement from time to time, or to terminate such plan, policy, program or arrangement, consistent with the terms thereof at any time and for any reason without providing Executive with notice.
(b) Fringe Benefits, Perquisites, and Paid Time Off. During the Term, Executive shall be entitled to participate in all fringe benefits and perquisites made available to other senior executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his position and responsibilities at the Company and that are no less favorable than those applicable to other senior executives of the Company. In addition, Executive shall be eligible for paid time off (“PTO”) per each calendar year in accordance with the Company’s vacation and PTO policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner as PTO days for employees of the Company generally accrue.
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6. Travel and Expense Reimbursement. The Executive may from time-to-time be required to travel in connection with the performance of the Executive’s services, as determined by the Board. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, travel, lodging, and entertainment expenses incurred in connection with the performance of the Executive’s duties. Reimbursement shall be made in accordance with the Company’s expense reimbursement policies and procedures and subject to the submission of receipts or other documentation reasonably requested by the Board.
7. Termination of Employment. The Executive’s employment during the Term may be terminated as follows:
(a) Automatically in the event of the death of Executive;
(b) At the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability of Executive. As used herein, the term “Disability” shall mean Executive’s inability, with or without reasonable accommodation, to perform the essential duties, responsibilities, and functions of Executive’s position with the Company as a result of any mental or physical disability or incapacity for a length of time that the Company determines is sufficient to satisfy such obligations as it may have to provide leave under applicable family and medical leave laws and/or “reasonable accommodation” under applicable federal, state or local disability laws. Family and medical leave or disability leave provided under federal, state or local law may be unpaid as per the requirements of such laws; provided, however, that Executive shall be entitled to such payments and benefits under the Company’s vacation, sick leave or disability leave programs as per the terms of such programs. The Company may terminate Executive’s active employment because of a Disability by giving written notice to Executive at any time effective at or within twenty (20) days after the end of the period of leave as may be required under the family and medical leave laws or under federal, state or local disability laws, but the Company shall retain Executive as an inactive employee if necessary to maintain Executive’s eligibility for any disability leave benefits. A reassignment, reduction or elimination of the duties defined in Section 2 because of Executive’s inability to perform such duties during any period of a disability leave or during the period Executive is designated as an inactive employee, or the appointment of a temporary or permanent replacement for Executive during any disability leave, shall not constitute Good Reason under Section 9(b) below.
(c) At the option of the Company for Cause, by delivering prior written notice to Executive;
(d) At the option of the Company at any time without Cause, by delivering written notice of its determination to terminate to Executive;
(e) At the option of Executive for Good Reason; or
(f) At the option of Executive without Good Reason, upon thirty (30) days prior written notice to the Company (which the Company may, in its sole discretion, make effective earlier than the termination date provided in such notice; provided, however, that in such event, the Company shall have no obligation to pay Executive any compensation or benefits for any portion of the notice period following the accelerated termination date).
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8. Payments Upon Termination of Employment.
(a) Termination by the Company Without Cause or by Executive For Good Reason. If Executive’s employment is terminated during the Term by the Company without Cause (excluding for death or Disability) or by Executive for Good Reason, subject to Section 8(d) of this Agreement and all applicable withholdings and deductions, Executive shall be entitled to:
(i) (A) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary through the date of termination, (B) reimbursement of expenses in accordance with Section 6 of this Agreement, and (C) all other vested employee benefits in accordance with the Company’s benefit plans, programs or policies (other than severance) and as required under law;
(ii) an amount equal to Executive’s Base Salary, as in effect immediately prior to Executive’s date of termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time for twelve (12) months (the “Severance Period”) following such termination, with the first payment to be made on the first regularly scheduled payroll date following the expiration of the applicable revocation period for the release of claims required in connection with such severance (as described in Section 8(d) herein), and such first payment shall include payment of any amounts that would otherwise be due prior thereto. In the event of Executive’s death during the Severance Period, any payments to be made pursuant to this Section 8(a)(ii) shall be paid to the Executive’s estate or heirs;
(iii) an amount equal to Executive’s Performance Bonus (if any) earned for the fiscal year immediately preceding the year in which termination occurs, to the extent such bonus has been earned but not already paid out. Such amount shall be paid in a lump sum at the same time that annual performance bonuses are paid to the Company’s senior executives generally, and in no event later than two and one-half (2.5) months following the end of the Company’s fiscal year in which the termination occurs, subject to applicable withholding and deductions;
(iv) a pro-rata portion of Executive’s target Performance Bonus opportunity for the fiscal year in which the termination occurs, calculated based on the number of days Executive was employed during such fiscal year through the date of termination, and, unless otherwise determined by the Board, based on actual achievement of performance goals as of the termination date. Such pro-rata Performance Bonus amount shall be paid in a lump sum at the same time annual performance bonuses are paid to the Company’s senior executives generally, and in no event later than two and one-half (2.5) months following the end of the Company’s fiscal year in which the termination occurs, subject to applicable withholding and deductions;
(v) any portion of vested RSUs as of the date of termination; unvested equity shall be treated in accordance with the terms set forth in an applicable award agreement;
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(vi) subject to Executive’s eligibility for and timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s group health plan in which Executive and Executive’s eligible dependents participated immediately prior to the termination date (“COBRA Continuation Coverage”), the Company will provide Executive and Executive’s eligible dependents with COBRA Continuation Coverage and will pay for the premium costs for Executive’s (and Executive’s dependents) COBRA Continuation Coverage until the earliest of (A) the end of the Severance Period, (B) Executive becoming eligible for medical benefits from a subsequent employer, or (C) Executive otherwise becoming ineligible for COBRA; provided, that Executive shall not be entitled to receive such payment toward the premiums of COBRA Continuation Coverage if such payment is then impermissible under applicable law or would result in a penalty or additional tax on the Company (aside from standard taxes applicable to the payment of wages). For the avoidance of doubt, Executive will be responsible for the full costs for COBRA Continuation Coverage for any period during which Executive continues to receive COBRA Continuation Coverage following the periods set forth in (A) and (B).
(b) Termination by the Company Without Cause or by Executive For Good Reason Following a Change in Control. If Executive’s employment is terminated during the Term by the Company without Cause or by Executive for Good Reason within twelve (12) months following a Change in Control (as defined in the Omnibus Plan), subject to Section 8(d) of this Agreement and all applicable withholdings and deductions, Executive shall be entitled to receive the payments and benefits described under Section 8(a)(i)-(vi) of this Agreement; provided, however that the payment in Section 8(a)(i) shall be made as a lump-sum cash payment equal to eighteen (18) months of Executive’s Base Salary, payable within sixty (60) days following the date of termination.
(c) Other Terminations. If Executive’s employment is terminated (i) by the Company for Cause (as defined herein) or (ii) by Executive due to a voluntary resignation (other than for Good Reason), then Executive shall be entitled solely to receive the payments and benefits described under Section 8(a)(i) of this Agreement. If Executive’s employment is terminated due to Executive’s death or Disability, Executive’s estate or legal representatives or heirs, as applicable, shall be entitled to receive the payments and benefits described under Section 8(a)(i)-(vi) of this Agreement.
(d) Conditions to Payment. All payments and benefits due to Executive under this Section 8 which are not otherwise required by applicable law shall be payable only if Executive executes and delivers to the Company a separation agreement and general release of claims in a form provided by the Company, and such release is no longer subject to revocation (to the extent applicable), in each case, within sixty (60) days following termination of employment. Failure to timely execute and return such release or the revocation of such release during the revocation period shall be a waiver by Executive of Executive’s right to severance (which, for the avoidance of doubt, shall not include any amounts required by law to be paid). In addition, severance shall be conditioned on Executive’s compliance with Sections 10, 11, 12 and 13 of this Agreement.
(e) No Other Severance. Executive hereby acknowledges and agrees that, other than the severance payments described in this Section 8, upon the effective date of the termination of Executive’s employment, Executive shall not be entitled to any other severance payments or benefits of any kind under any Company benefit plan, severance policy generally available to the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement shall end as of such date.
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9. Definitions.
(a) “Cause” shall mean (i) Executive’s indictment for, conviction of, or plea of guilty or no contest to, any indictable criminal offense or any other criminal offense involving fraud, misappropriation or moral turpitude, (ii) Executive’s continued failure to perform Executive’s duties hereunder or to follow the lawful direction of the Board (for any reason other than illness or physical or mental incapacity) or a material breach of fiduciary duty, (iii) Executive’s theft, fraud, or dishonesty with regard to the Company or any of its Affiliates or in connection with Executive’s duties, (iv) Executive’s material violation of the Company’s code of conduct or similar written policies, including, without limitation, the Company’s sexual harassment policy, (v) Executive’s willful misconduct unrelated to the Company or any of its Affiliates which has, or is likely to have, a material negative impact on the Company or any of its Affiliates, whether economic or reputational, (vi) Executive’s gross negligence or willful misconduct that relates to the affairs of the Company or any of its Affiliates, (vii) Executive’s acceptance of any bribe, kickback or other unlawful payment or benefit from any customers, supplier, vendor or business partner of the Company or any of its Affiliates, (viii) Executive’s engagement in any paid employment or consulting activity for, or the provision of services to, any other business, individual, or entity without the prior written consent of the Board, except as expressly permitted under this Agreement or approved in writing by the Board, or (ix) Executive’s material breach of any provision of this Agreement or of any written restrictive covenant, confidentiality, or other agreement with the Company or any of its Affiliates, which, in each case, if curable (as determined by the Board in good faith), is not cured within ten (10) days following written notice from the Company.
(b) “Good Reason” shall mean, without Executive’s prior written consent, the occurrence of any of the following events: (i) a material diminution in Executive’s duties, authority, or responsibilities (including reporting relationship) that is inconsistent with the Executive’s position as described herein; (ii) any material reduction in Executive’s Base Salary (other than an across the board reduction that applies to all other senior executives of the Company on a proportionate basis); or (iii) a relocation of the Executive’s principal place of employment by more than 50 miles from its current location; provided, that no event shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period.
10. Return of Company Property. Within ten (10) days following the effective date of Executive’s termination of employment for any reason, Executive or Executive’s personal representative shall return all property of the Company or any of its Affiliates in Executive’s possession, including, but not limited to, all Company-owned computer equipment (hardware and software), telephones, facsimile machines, tablet computers and other communication devices, credit cards, keys, security access cards or fobs, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company or any of its Affiliates, the Company’s or any of its Affiliates’ customers and clients or their respective prospective customers or clients.
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11. Resignation as Officer or Fiduciary. Upon the effective date of any termination of Executive’s employment, Executive shall be deemed to have resigned from Executive’s position and, to the extent applicable, as an officer of the Company or any of its Affiliates and as a fiduciary of any Company benefit plan. On or immediately following the effective date of any such termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s).
12. Confidentiality; Non-Solicitation; Non-Competition; Assignment of Inventions.
(a) Confidential and Proprietary Information. Executive agrees that all materials and items produced or developed by Executive for the Company Group (as defined below) or obtained by Executive from the Company Group either directly or indirectly pursuant to this Agreement, shall be and remains the property of the Company Group. Executive acknowledges that Executive will, during Executive’s association with the Company, acquire, or be exposed to, or have access to, materials, data and information that constitute valuable, Confidential and Proprietary Information of the Company Group, including, without limitation, any or all of the following: business plans, practices and procedures, pricing information, sales figures, profit or loss figures, this Agreement and its terms, information relating to customers, clients, intellectual property, suppliers, technology, sources of supply and customer lists, research, technical data, trade secrets or know-how, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, policies, training manuals and similar materials used by the Company in conducting its business operations, personnel information of any Person employed by the Company, potential business combinations, and such other information or material as the Company may designate as confidential and/or proprietary from time to time (collectively hereinafter, the “Confidential and Proprietary Information”). Notwithstanding the foregoing, “Confidential and Proprietary Information” does not include information that is or becomes publicly available, other than information made publicly available by Executive or another person in violation of Executive’s obligations in this Section 12(a).
During Executive’s employment with the Company and at all times thereafter, Executive shall not, directly or indirectly, use, misuse, misappropriate, disclose or make known, without the prior written approval of the Board, to any party, firm, corporation, association or other entity, any such Confidential and Proprietary Information for any reason or purpose whatsoever, except as may be required in the course of Executive’s performance of Executive’s duties hereunder. In consideration of the unique nature of the Confidential and Proprietary Information, all obligations pertaining to the confidentiality and nondisclosure thereof shall remain in effect until the Company Group have released such information; provided that the provisions of this Section 12(a) shall not apply to the disclosure of Confidential and Proprietary Information to the Company’s Affiliates together with each of their respective shareholders, directors, officers, accountants, lawyers and other representatives or agents in furtherance of Executive’s duties hereunder, nor to a Protected Activity as defined in Section 12(b) below. In addition, it shall not be a breach of the confidentiality obligations hereof if Executive is required by applicable law to disclose any Confidential and Proprietary Information; provided that in such case, Executive shall (i) give the Company the earliest notice possible that such disclosure is or may be required and (ii) cooperate with the Company, at the Company’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential and Proprietary Information which must be so disclosed. Upon termination of Executive’s employment, Executive agrees that all Confidential and Proprietary Information, directly or indirectly, in Executive’s possession that is in writing or other tangible form (together with all duplicates thereof) will promptly (and in any event within ten (10) days following such termination) be returned to the Company and will not be retained by Executive or furnished to any person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication.
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(b) Protected Activities. This Agreement shall not be construed or applied in a manner that limits or interferes with Executive’s right to discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without notice to or authorization of the Company, (i) to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (A) reporting a possible violation of any U.S. federal, state, or local law or regulation, (B) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (C) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law, or (ii) to engage counsel to pursue enforcement and/or interpretation of this Agreement.
Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Executive’s right to disclose information regarding Executive’s compensation and benefits to Executive’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Executive will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement.
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Nothing in this Agreement, including Executive’s confidentiality and nondisparagement obligations, shall interfere with or limit Executive’s rights under the Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, or other applicable federal, state, or local laws that cannot be waived by agreement, including but not limited to engaging in whistleblower activities, reporting unlawful conduct, or asserting rights protected under these statutes.
(c) Non-Solicitation. Executive agrees that (i) for the period commencing on the Effective Date and ending on the twelve (12) month anniversary of the date on which Executive’s employment with the Company is terminated for any reason (such period shall be referred to as the “Restricted Period”), the Executive will not, without written consent of the Company directly or indirectly Solicit, recruit, induce or encourage to leave employment or association with the Company or any of its Affiliates (the “Company Group”), or to become employed by, become associated with or consult for, any Person other than the Company Group, or hire, attempt to hire, employ or engage (whether as an employee, consultant, agent, independent contractor, director, equity holder, member, manager, general or limited partner or in any other capacity), any Person who or which is or was employed or engaged by the Company Group at the time of such solicitation, recruitment, inducement, or encouragement or the twelve (12) month period preceding such activity and with whom Executive had material business contact or dealings during Executive’s employment with the Company Group (each such Person, a “Specified Individual”), or (ii) during the Restricted Period, directly or indirectly induce or encourage any customer, client or supplier of the Company Group to cease to engage the services of the Company Group; provided, however, that (A) the foregoing shall not apply with respect to Executive causing to be placed any general advertisements in newspapers and/or other media of general circulation (including advertisements posted on the Internet or social media) that are not targeted specifically at the Company Group or its respective employees or consultants, provided that in no event shall a Specified Individual be hired or otherwise retained as a result of such general advertisement, in each case, with actual knowledge of Executive and (B) during the Executive’s employment, the Executive may not engage in the foregoing activities with respect to any Person who was employed or engaged by the Company Group at any time during the Restricted Period. “Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. “Solicit” shall mean making any direct or indirect communication of any kind, regardless of who initiates it, or engaging in any conduct that in any way invites, advises, encourages, or requests any Person to take or refrain from taking any action.
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(d) Non-Competition.
(i) The Executive has had and/or will have access to and is familiar with the trade secrets related to the Restricted Business (as defined below) and the Company, and with other Confidential and Proprietary Information concerning the Restricted Business and the Company, including all (A) inventions, technology and research and development related to the Restricted Business and the Company, (B) suppliers, distributors, customers, third party payors, vendors, contractors, or other business relations, including, without limitation lists identifying such Persons, (C) products (including products under development) and services related to the Restricted Business and the Company and related costs and pricing structures, (D) accounting and business methods and practices related to the Restricted Business and the Company, and (E) similar and related Confidential and Proprietary Information and trade secrets related to the Restricted Business and the Company. The Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to directly or indirectly provide services to any Person competing with the Restricted Business or the Company or engaging in a similar business and that such direct or indirect competition by the Executive would result in a significant loss of goodwill by the Company.
(ii) In order to protect the Confidential and Proprietary Information and goodwill of the Company and to maintain the value of the Restricted Business and for such other consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Executive hereby agrees that during the Restricted Period, the Executive will not, directly or indirectly, individually or on behalf of any Person, whether for compensation or otherwise, (A) engage in or assist others in engaging in the Restricted Business in the Restricted Area; (B) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, lender, employee, principal, agent, trustee or consultant; or (C) interfere with the business relationships (whether formed prior to or after the date of this Agreement) between the Company Group and any client, customer, vendor or supplier of the Company Group. However, the acquisition of up to 1% for passive investment purposes of any class of the outstanding equity, debt securities, or other equity interests of any person, corporation, partnership, or other business entity or enterprise shall not, in and of itself, be construed as a breach of this Section 12(d). “Restricted Business” means the development, ownership, or operation of cryptocurrency mining facilities or digital-asset data centers, and the provision of hosting, infrastructure, or related technology services for cryptocurrency mining, to the extent such activities are competitive with the business of Company Group as conducted or actively contemplated during Executive’s employment. “Restricted Area” means any geographic area in which the Company Group conducts, or during the twelve (12) months preceding the termination of Executive’s employment has conducted, material business operations related to the Restricted Business, including, without limitation, any state or country in which the Company Group owns, leases, or operates a cryptocurrency mining facility or data center, or provides hosting, infrastructure, or related technology services to customers.
(e) Nondisparagement. Executive agrees that Executive shall refrain from making, directly or indirectly, any disparaging or defamatory comments concerning the Company, any of its Affiliates, or any of the Company’s or its Affiliates’ respective businesses, products or services, or their respective current or former directors, officers, agents, partners, shareholders or employees, either publicly or privately. Notwithstanding the foregoing, any truthful statement made to comply with law or regulation or in any response to questions or other requests for information by any court, arbitrator, mediator or administrative or legislative body with apparent jurisdiction over the applicable parties shall be deemed not to violate the obligations of Executive under this provision. Nothing in this Section 12(e) shall interfere with Executive’s ability to engage in Protected Activities as defined in Section 12(b) above.
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(f) Inventions.
(i) Executive acknowledges and agrees that all patentable inventions that are made or conceived by Executive, solely or jointly with others, during the Term, either while performing Executive’s duties with the Company or on Executive’s own time, but only insofar as such inventions are related to Executive’s work as an employee or other service provider to the Company (the “Inventions”), shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company of all Inventions and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company and Executive will surrender them upon the termination of the Term, or upon the Company’s request. Executive hereby assigns to the Company the Inventions and all patents that may be issued thereon in any and all countries, whether prior to, during or subsequent to the Term, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). Executive will, at any time during and subsequent to the Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. Executive will also execute assignments to the Company (or its designee), of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to Executive from the Company but entirely at the Company’s expense.
(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company, and Executive agrees that the Company will be the sole owner of the Inventions and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity, without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, Executive hereby irrevocably conveys, transfers and assigns to the Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called “moral rights” with respect to the Inventions. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may be issued thereon, including, without limitation, any rights that would otherwise accrue to Executive’s benefit by virtue of Executive being an employee of or other service provider to the Company.
(iii) Subject to Section 12(a) and (d) above, nothing in this Section 12(f) will restrict Executive from use of concepts, ideas or methods that are generally known by others in the industry, nor shall Executive be restricted from using the general know-how or experience obtained during employment with the Company.
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(iv) Notwithstanding any other provision in this Section 12(f), “Inventions” shall not include the patents and other assets set forth on Exhibit A hereto. Executive hereby represents and warrants that the patents and other assets owned by Executive set forth on Exhibit A are not related in any way to the Company Group, except as stated therein.
(g) Duty of Loyalty. Executive acknowledges and agrees that during the Term, Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any member of the Company Group. In keeping with these duties, during the Term, Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
(h) Relief. The parties hereto further agree that Executive’s expertise in the business of the Company is of a special, unique, unusual, extraordinary, and intellectual character, which gives Executive’s expertise a peculiar value. Consequently, Executive acknowledges and agrees that the Company Group will suffer irreparable harm from a breach of Section 12 by Executive and that money damages or the remedy at law available to the Company Group for breach of Executive’s obligations under this Agreement may be inadequate and will not be a reasonable or adequate remedy for any such breach. Therefore, in addition to any other rights or remedies that the Company Group may have at law or in equity, in the event of a breach or threatened breach of this Agreement, the Company Group shall be entitled to (without limitation) specific performance and/or temporary and permanent injunctive relief in any proceeding that may be brought to enforce any provision of this Agreement, injunctive or other equitable relief (including a restraining order) from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof, in each case, without (i) the necessity of proof of actual damage or adequacy of remedies at law, (ii) being required to post bond or other security and (iii) an award of their reasonable attorneys’ fees incurred in enforcing their rights under this Agreement. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by applicable law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Additionally, in the event of a breach or threatened breach by Executive of Section 12, in addition to all other available legal and equitable rights and remedies, the Company shall have the right to cease making payments, if any, being made pursuant to Section 8(a) hereunder.
(i) Reasonableness. Executive acknowledges that due to the proprietary nature of the business of the Company, Executive’s obligations under this Agreement are reasonable (including as to duration, geographical area and scope) in light of the circumstances as they exist on the date of this Agreement and in the context of the injuries likely to be sustained by the Company Group if Executive were to violate such obligations and are necessary to ensure the preservation, protection and continuity of such business, Confidential and Proprietary Information, trade secrets and goodwill of the Company Group. Executive further acknowledges that this Agreement is made in consideration of and is adequately supported by the agreement of the Company to perform its obligations under this Agreement, which Executive acknowledges constitutes good, valuable and sufficient consideration. Executive acknowledges and agrees that Executive has either reviewed the provisions of this Agreement with Executive’s legal counsel or had the opportunity to do so and willingly declined that opportunity.
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(j) Tolling. In the event of any violation of the provisions of this Section 12, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 12 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
13. Cooperation. From and after Executive’s termination of employment, Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, and assist and advise the Company in any investigation which may be performed by the Company, provided that the Company shall reimburse Executive for Executive’s reasonable costs and expenses and such cooperation shall not unreasonably burden Executive or unreasonably interfere with any subsequent employment that Executive may undertake. In the event Executive is subpoenaed by any person or entity (including, but not limited to, any Government Entity) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to Executive’s employment by the Company, Executive will give prompt notice of such subpoena to the Company and will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Nothing in this Section 13 shall limit Executive’s right to engage in Protected Activities as provided in Section 12(b) above.
14. Clawback. To the extent required by applicable law or regulation, any applicable stock exchange listing standards or any clawback policy adopted by the Company pursuant to any such law, regulation or stock exchange listing standards, or to comport with good corporate governance practices, the Performance Bonus, RSU grants, and any other incentive compensation granted to Executive (whether pursuant to this Agreement or otherwise) shall be subject to the provisions of any applicable clawback policies or procedures, which may provide for forfeiture and/or recoupment of such amounts paid or payable under this Agreement or otherwise.
15. Miscellaneous.
(a) All notices hereunder, to be effective, shall be in writing and shall be deemed to have been duly given and effective: (i) when delivered in person; (ii) when sent by a nationally recognized overnight courier service (with written confirmation of delivery); (iii) when sent by certified or registered mail, return receipt requested, postage prepaid; or (iv) when transmitted by email, provided that (A) the email is sent to the recipient’s email address listed below (or as updated by written notice), and (B) no automated message is received by the sender indicating that the email was undeliverable or not successfully sent. Any such notice shall be delivered or addressed to the parties at the following addresses (or to such other address or email address as either party may designate by notice to the other in accordance with this Section 15):
If to the Company:
Bitmine
Immersion Technologies, Inc.
10845 Griffith Peak Dr. #2
Las Vegas, Nevada 89135
Attention: Thomas Lee
If to Executive:
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At Executive’s home address as then shown in the Company’s personnel records, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. Notwithstanding anything to the contrary in this Agreement, each member of the Company Group are intended third party beneficiaries of the covenants set forth in Section 12 of this Agreement, and the parties agree that each member of the Company Group shall have the right to enforce such covenants.
(c) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements, term sheets, offer letters, and drafts thereof, oral or written, between the parties hereto with respect to the subject matter hereof, excluding any restrictive covenants which may remain in force. No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to Executive by any person or entity to induce Executive to enter into this Agreement other than the express terms set forth herein, and Executive is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.
(d) No change or modification of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party charged with waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, unless so provided in the waiver.
(e) If any provisions of this Agreement (or portions thereof) shall, for any reason, be held invalid or unenforceable, such provisions (or portions thereof) shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining provisions of this Agreement (or portions thereof) shall nevertheless be valid, enforceable and of full force and effect. If any court of competent jurisdiction finds that any restriction contained in this Agreement is invalid or unenforceable, then the parties hereto agree that such invalid or unenforceable restriction shall be deemed modified so that it shall be valid and enforceable to the greatest extent permissible under law, and if such restriction cannot be modified so as to make it enforceable or valid, such finding shall not affect the enforceability or validity of any of the other restrictions contained herein.
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(f) Executive expressly understands and agrees that although the parties hereto consider the provisions, agreements, obligations and undertakings contained in this Agreement (including the restrictions in Section 12) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any provision of this Agreement constitutes an unreasonable or otherwise unenforceable restriction against Executive, such provision shall be rendered void only to the extent that such final judicial determination finds the provision to be unreasonable or otherwise unenforceable with respect to Executive. In this regard, Executive hereby agrees that any court of competent jurisdiction construing this Agreement shall be empowered to reform any portion of the Restricted Area, any prohibited business activity or any time period in order to make the covenants herein binding and enforceable with respect to Executive, and to apply the provisions of this Agreement and to enforce against Executive the remaining portion of the Restricted Area, the remaining business activities, and the remaining time period as such court of competent jurisdiction determines to be reasonable and enforceable. All of the covenants contained in this Agreement shall be construed as an agreement independent of any other provisions in this Agreement, and the existence of any claim or cause of action Executive may have against the Company Group, shall not constitute a defense to the enforcement by the Company Group of such covenants. Moreover, if any provision of this Agreement were determined not to be specifically enforceable, the Company Group shall nevertheless be entitled to seek monetary damages as a result of the breach of such provision by Executive.
(g) This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
(h) The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties have jointly participated in the drafting of this Agreement, and the rule of construction that a contract shall be construed against the drafter shall not be applied. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.
(i) Notwithstanding anything to the contrary in this Agreement:
(i) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will the Company, any of its Affiliates, or any of their respective directors, officers, agents, attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to comply with Section 409A.
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(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. If any payment, compensation or other benefit provided to the Executive in connection with the termination of Executive’s employment is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a specified employee as defined in Section 409A(2)(B)(i) of the Code, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination or, if earlier, ten (10) business days following the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.
(iii) All reimbursements for costs and expenses under this Agreement shall be paid in accordance with the Company’s expense reimbursement policies and procedures, but in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (B) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.
(iv) If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(j) This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule. Executive expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in New Jersey for any proceeding relating to or arising in any way from this Agreement.
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(k) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
(l) Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive on and after the Effective Date, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has had the opportunity to consult with independent legal counsel or other advisor of Executive’s choice and has done so regarding Executive’s rights and obligations under this Agreement, that Executive is entering into this Agreement knowingly, voluntarily, and of Executive’s own free will, that Executive is relying on Executive’s own judgment in doing so, and that Executive fully understands the terms and conditions contained herein.
(m) The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
(n) The covenants and obligations of the Company and Executive under Sections 8, 9, 10, 11, 12, 13 and 15 hereof, shall continue and survive termination of Executive’s employment and any termination of this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| Bitmine Immersion Technologies, Inc. | ||
| By: | /s/ Thomas Lee | |
| Name: | Thomas Lee | |
| Title: | Chairman | |
| EXECUTIVE | ||
| /s/ Chi Tsang | ||
| Chi Tsang | ||
[Signature Page to Executive Employment Agreement]
EXHIBIT A
EXCLUDED INVENTIONS
I have no inventions.
The following is a complete list of all Inventions relative to the subject matter of my employment with the Company that have been created by me, alone or jointly with others, prior to the Effective Date, which might relate to the Company Group’s present business:
| Additional sheets attached. | ||||
| Executive Signature: | /s/ Chi Tsang | Date: | 11/20/2025 | |
Exhibit A-1
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Chi Tsang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2025 of Bitmine Immersion Technologies, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: | |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; | |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. | |
| Dated: January 13, 2026 | /s/ Chi Tsang |
| Chi Tsang | |
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Raymond Mow, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2025 of Bitmine Immersion Technologies, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: | |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; | |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. | |
| Dated: January 13, 2026 | /s/ Raymond Mow |
Raymond Mow Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Bitmine Immersion Technologies, Inc. (the “Company”) for the fiscal quarter ended November 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Chi Tsang, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
| Dated: January 13, 2026 | /s/ Chi Tsang |
| Chi Tsang | |
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Bitmine Immersion Technologies, Inc. (the “Company”) for the fiscal quarter ended November 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Raymond Mow, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
| Dated: January 13, 2026 | /s/ Raymond Mow |
| Raymond Mow | |
Chief Financial Officer (Principal Financial and Accounting Officer) |