Bitmine Immersion Technologies, Inc DEFA14A, filed Dec 19, 2025
Bitmine Immersion Technologies, Inc. (BMNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 2025
BITMINE IMMERSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42675 | 84-3986354 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
10845 Griffith Peak Dr. #2
Las Vegas, NV 89135
(Address of principal executive office) (Zip Code)
(404) 816-8240
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | BMNR | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ☐
Item 7.01 Regulation FD Disclosure.
On December 19, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) inviting stockholders to attend its annual meeting held in Las Vegas on January 15, 2026 and encouraging stockholders to cast their votes. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 19, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bitmine Immersion Technologies, Inc. | ||
| Dated: December 19, 2025 | By: | /s/ Chi Tsang |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Bitmine Invites Stockholders to Attend its Annual Meeting Held in Las Vegas on January 15, 2026; Encourages Stockholders to Cast Their Votes
Stockholders have been notified of the Annual Meeting through mail, telephone/text, and email communications
Bitmine leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock
Bitmine remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring 5% of ETH
LAS VEGAS, December 19, 2025 /PRNewswire/ — (NYSE AMERICAN: BMNR) Bitmine Immersion Technologies (“Bitmine” or the “Company”) a Bitcoin and Ethereum Network Company with a focus on the accumulation of crypto for long term investment, encourages shareholders to vote and attend its in-person Annual Meeting for Stockholders (“Annual Meeting”) held at the Wynn Las Vegas on January 15, 2026. Details and the agenda for this year’s Annual Meeting can be found below:
Bitmine’s Annual Meeting:
| ● | Location: Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, Nevada 89109. | |
| ● | Timing: 12:00PM-3:00PM PT | |
| ● | Agenda: |
| 1. | Elect eight (8) directors for the next year; | |
| 2. | Approve the charter amendment to increase the number of authorized shares of common stock; | |
| 3. | Approve the 2025 Omnibus Incentive Plan; and | |
| 4. | Approve, on a non-binding advisory basis, the special, performance-based compensation arrangement for the executive chairman. |
| ● | Attending the Annual Meeting: Stockholders wishing to attend the Annual Meeting in person must register in advance at https://web.viewproxy.com/BMNR/2026 and follow the instructions provided. Registration must be completed and submitted no later than January 13, 2026 at 11:59 p.m. Eastern Time. |
| ○ | On the day of the meeting, please be ready to show your ticket and photo ID at the door for entry. If you have any questions, or need assistance with the registration process please contact Alliance Advisors at LogisticsSupport@allianceadvisors.com. |
| ● | Voting: Stockholders can vote either in person at the Annual Meeting or by proxy whether or not you attend the Annual Meeting utilizing one of the following methods: |
| ○ | By mail: All stockholders of record who received paper copies of the company’s proxy materials can vote by marking, signing, dating, and returning their proxy card. | |
| ○ | By telephone: Please call the number listed on your proxy card and follow the recorded instructions. You will need the control number included on your proxy card. | |
| ○ | By internet: Please visit https://AALvote.com/BMNR or, if you received printed copies of your proxy materials, scan the QR code located on your proxy card. You will need the control number included on your proxy card. | |
| ○ | The telephone and internet voting facilities for the stockholders of record of all shares will close at 11:59 p.m., Eastern Time on January 14, 2026. |
| ● | If you have any questions or need assistance please contact Alliance Advisors at |
| ○ | 1-855-206-1722 or BMNR@allianceadvisors.com | |
| ○ | Hours of Operation: |
| ■ | Monday – Friday: 9am-10pm EST | |
| ■ | Saturday – Sunday: 10am – 10pm EST |
The annual meeting will be livestreamed on Bitmine’s X account: https://x.com/bitmnr
The Chairman’s message can be found here:
https://www.bitminetech.io/chairmans-message
The Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://bitminetech.io/investor-relations/
To stay informed, please sign up at: https://bitminetech.io/contact-us/
About Bitmine
Bitmine is a Bitcoin and Ethereum Network Company with a focus on the accumulation of Crypto for long term investment, whether acquired by our Bitcoin mining operations or from the proceeds of capital raising transactions. Company business lines include Bitcoin Mining, synthetic Bitcoin mining through involvement in Bitcoin mining, hashrate as a financial product, offering advisory and mining services to companies interested in earning Bitcoin denominated revenues, and general Bitcoin advisory to public companies. Bitmine’s operations are located in low-cost energy regions in Trinidad; Pecos, Texas; and Silverton, Texas.
For additional details, follow on X:
https://x.com/fundstrat
https://x.com/bmnrintern
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. This document specifically contains forward-looking statements regarding progress and achievement of the Company’s goals regarding ETH acquisition and staking, the long-term value of Ethereum, continued growth and advancement of the Company’s Ethereum treasury strategy and the applicable benefits to the Company. In evaluating these forward-looking statements, you should consider various factors, including Bitmine’s ability to keep pace with new technology and changing market needs; Bitmine’s ability to finance its current business, Ethereum treasury operations and proposed future business; the competitive environment of Bitmine’s business; and the future value of Bitcoin and Ethereum. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond Bitmine’s control, including those set forth in the Risk Factors section of Bitmine’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2025, as well as all other SEC filings, as amended or updated from time to time. Copies of Bitmine’s filings with the SEC are available on the SEC’s website at www.sec.gov. Bitmine undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
SOURCE Bitmine Immersion Technologies, Inc.
MEDIA CONTACT:
Marcy Simon
Marcy@agentofchange.com
+19178333392