8-K
Bitmine Immersion Technologies, Inc. (BMNR)
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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): January 15, 2026
BITMINE
IMMERSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42675 | 84-3986354 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
10845Griffith Peak Dr. #2
LasVegas, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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. ☐
Item3.03. Material Modification to Rights of Security Holders.
On January 15, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificateof Incorporation”) to increase the total number of shares of common stock (the “Common Stock”) the Company is authorized to issue from 500,000,000 shares to 50,000,000,000 shares (the “Charter Amendment”). A Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), which includes the Charter Amendment, has been filed with the Secretary of State of the State of Delaware and became effective at 12:00 p.m. Eastern Time on January 16, 2026, for accounting purposes only. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 3.03 is incorporated herein by reference.
Item5.07. Submission of Matters to a Vote of Security Holders.
On January 15, 2026, the Company held its Annual Meeting. The matters voted upon were (1) the election of Thomas Lee, Chi Tsang, Michael Maloney, Lori Love, David Sharbutt, Jason Edgeworth, Olivia Howe, and Robert Sechan to as directors on the Company’s board of directors (each, a “Director,” collectively the “Directors”), each with a term expiring at the next annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, or removal (the “Director Election Proposal”), (2) the approval of the Charter Amendment (the “Charter Amendment Proposal”), (3) the approval of the Bitmine Immersion Technologies, Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”), and (4) the approval, on a non-binding advisory basis, the special, performance-based compensation arrangement for the executive chairman (the “Executive ChairmanCompensation Proposal”).
Based on the votes by holders of the Common Stock, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below:
| 1. | The<br> Director Election Proposal: | ||
|---|---|---|---|
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| --- | --- | --- | --- |
| Thomas<br> Lee | 182,066,768 | 3,072,442 | 88,686,175 |
| Chi<br> Tsang | 179,405,017 | 5,734,193 | 88,686,175 |
| Michael<br> Maloney | 179,583,681 | 5,555,529 | 88,686,175 |
| Lori<br> Love | 175,038,565 | 10,100,645 | 88,686,175 |
| David<br> Sharbutt | 177,215,302 | 7,923,908 | 88,686,175 |
| Jason<br> Edgeworth | 179,312,202 | 5,827,008 | 88,686,175 |
| Olivia<br> Howe | 179,635,613 | 5,503,597 | 88,686,175 |
| Robert<br> Sechan | 178,944,537 | 6,194,673 | 88,686,175 |
| 2. | The<br> Charter Amendment Proposal: | ||
| --- | --- | ||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| --- | --- | --- | --- |
| 222,226,997 | 49,445,035 | 2,153,353 | N/A |
| 3. | The<br> Omnibus Incentive Plan Proposal: | ||
| --- | --- | ||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| --- | --- | --- | --- |
| 164,207,516 | 14,360,681 | 6,570,990 | 88,686,198 |
| 4. | The<br> Executive Chairman Compensation Proposal: | ||
| --- | --- | ||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| --- | --- | --- | --- |
| 140,246,624 | 39,301,665 | 5,590,890 | 88,686,206 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
Item7.01. Regulation FD Disclosure.
On January 20, 2026, the Company issued a press release (the “Press Release”) announcing the results of matters voted on by the Company’s stockholders at the Annual Meeting. 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 3.1 | Certificate of Amendment (January 16, 2026). |
| 10.1 | Bitmine Immersion Technologies, Inc. 2025 Omnibus Incentive Plan (Incorporated by reference to Annex B of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on December 9, 2025). |
| 99.1 | Press Release (January 20, 2026). |
| 104 | The<br> cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BITMINE IMMERSION TECHNOLOGIES, INC. | ||
|---|---|---|
| Date:<br> January 20, 2026 | By: | /s/ Chi Tsang |
| Chi<br> Tsang | ||
| Chief<br> Executive Officer |
Exhibit3.1
CERTIFICATEOF AMENDMENT
tothe
CERTIFICATEOF INCORPORATION
of
BITMINEIMMERSION TECHNOLOGIES, INC.
January15, 2026
BITMINE IMMERSION TECHNOLOGIES, INC. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
The name of the Company is Bitmine Immersion Technologies, Inc. The Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware on November 20, 2019, under the name of Sandy Springs Holdings, Inc., amended on July 19, 2021, and amended and restated on August 29, 2022 (as amended and restated, the “Certificate of Incorporation”).
The Certificate of Incorporation is hereby amended by replacing Section 4.1 of Article IV with the following:
“Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 50,020,000,000 shares, consisting of (a) 50,000,000,000 shares of common stock (the “Common Stock”), and (b) 20,000,000 shares of preferred stock (the “Preferred Stock”).”
This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Company.
This Certificate of Amendment shall become effective at 12:00 p.m. Eastern Time on January 16, 2026.
[signaturepage follows]
INWITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the date first written above.
| BITMINE IMMERSION TECHNOLOGIES, INC. | |
|---|---|
| By: | /s/ Chi Tsang |
| Name: | Chi<br>Tsang |
| Title: | Chief<br> Executive Officer |
[Signature Page to Certificate of Amendment to Certificate of Incorporation]
Exhibit 99.1
BitmineImmersion Technologies (BMNR) Announces ETH Holdings Reach 4.203 Million Tokens, and Total Crypto and Total Cash Holdings of $14.5 Billion
Stockholdersvote YES on all proposals, with 81% of the voting shares voting in favor of proposal #2
Bitminestaked ETH stands at 1,838,003 and MAVAN staking solution on track to
launchQ1 2026
Bitminenow owns 3.48% of the ETH token supply, nearly 70% of the way to the ‘Alchemy of 5%’ in just 6 months
Bitminerecently announced $200 million investment into Beast Industries
BitmineCrypto + Total Cash Holdings + “Moonshots” total $14.5 billion, including 4.203 million ETH tokens, total cash of $979 million,and other crypto holdings
Bitmineleads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock
Bitmineis the 60th most traded stock in the US, trading $1.5 billion per day (5-day avg)
Bitmineremains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill MillerIII, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring5% of ETH
LAS VEGAS, January 20, 2026 /PRNewswire/ — (NYSE AMERICAN: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company”) a Bitcoin and Ethereum Network Company with a focus on the accumulation of crypto for long term investment, today announced Bitmine crypto + total cash + “moonshots” holdings totaling $14.5 billion.
As of January 19th at 5:00pm ET, the Company’s crypto holdings are comprised of 4,203,036 ETH at $3,211 per ETH (Coinbase), 193 Bitcoin (BTC), $22 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”) and total cash of $979 million. Bitmine’s ETH holdings are 3.48% of the ETH supply (of 120.7 million ETH).
Bitmine invested $200 million into Beast Industries on January 15, 2026. This investment is expected to close this week and is not currently reflected in the ‘moonshots.’ After the closing of the transaction, the company will initially carry the Beast Industry investment at cost.
“Because MrBeast and Beast Industries are privately held, investors may not be aware of the tremendous reach of MrBeast,” said Thomas ‘Tom’ Lee, Chairman of Bitmine. “Mr. Beast is the most widely watched creator in the World and each of his bi-monthly videos garner ~250 million views, and consider the Super Bowl garners 252 million views. Each of his videos is the equivalent of two Super Bowls monthly. Moreover, Mr. Beast YouTube content has a usage score of 13.1, dwarfing Disney’s 9.7 and Netflix’s 8.7. In other words, his audience is 35% than all of Disney’s media and 50% larger than Netflix. This massive reach shows MrBeast and Beast Industries is the leading content creator of our generation, with a reach and engagement unmatched with GenZ, GenAlpha and Millennials. Beast Industries is the world’s largest and most innovative creator-led platform, and we’re strongly aligned around values, vision, and long-term impact.”
“In the past week, we acquired 35,268 ETH,” said Thomas “Tom” Lee, Chairman of Bitmine. “Ethereum’s price ratio to Bitcoin, or ETHBTC, has been steadily climbing since mid-October. In our view, this reflects investors recognizing tokenization and other use cases being developed by Wall Street are being built on Ethereum. To appreciate the scale of Wall Street building on Ethereum, the Ethereum foundation listed 35 examples of major financial institutions building on Ethereum in just the past few months on this website (https://institutions.ethereum.org/).”
Bitmine is also pleased to announce that all 4 proposals were passed by stockholders on January 15, 2026. Each of the 4 proposed measures received overwhelming support by stockholders. Proposal 2, the vote to increase authorized shares was passed with 81% of votes cast “yes” and this represented 52.2% of total outstanding shares voting in favor of this increase.
“We view the fact that 81% of votes cast favored increasing authorized shares, Proposal 2, is a message from Bitmine stockholders that they understand our accretive ETH accumulation strategy. As we have stated multiple times, we have not, nor intend to sell shares below mNAV,” said Lee.
“We appreciate the engagement and action by the Bitmine stockholder community. There are over 500,000 individual stockholders and over 52.2% of all shares outstanding voted ‘yes.’ To me, this is a testament to the engagement and trust by our stockholders. We will continue to work hard to deliver positive stockholder returns,” continued Lee.
Bitmine today released its January Chairman’s message (link). This message is the presentation that Mr. Lee gave at the company’s 2026 annual stockholder’s meeting on January 15, 2026 at the Wynn Encore Las Vegas.
As of January 19, 2026, Bitmine total staked ETH stands at 1,838,003 ($5.9 billion at $3,211 per ETH). This is an increase of 581,920 in the past week. This is a fraction of the 4.2 million ETH held by Bitmine. The CESR (Composite Ethereum Staking Rate, administered by Quatrefoil) is 2.81%. Bitmine is currently working with 3 staking providers as the company moves towards unveiling its commercial MAVAN (Made in America VAlidator Network) in 2026.
“Bitmine has staked more ETH than other entities in the world. At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the ETH staking fee is $374 million annually (using 2.81% CESR), or greater than $1 million per day,” stated Tom Lee. “We continue to make progress on our staking solution known as The Made in America Validator Network (MAVAN). This will be the ‘best-in-class’ solution offering secure staking infrastructure and will be deployed in early calendar 2026,” continued Lee.
Bitmine crypto holding reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (MSTR), which owns 672,497 BTC valued at $61 billion. Bitmine remains the largest ETH treasury in the world.
Bitmine is now one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume of $1.5 billion (5-day average, as of January 9, 2026), ranking #60 in the US, behind American Express (rank #59) and ahead of Accenture (rank #61) among 5,704 US-listed stocks (statista.com and Fundstrat research).
The GENIUS Act and Securities and Exchange Commission’s (“the SEC”) Project Crypto are as transformational to financial services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago. This 1971 event was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans and financial and payment rails of today. These proved to be better investments than gold.
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/
Images from Bitmine’s Annual Meeting can be found here.
To stay informed, please sign up at: https://bitminetech.io/contact-us/
AboutBitmine
Bitmine (NYSE AMERICAN: BMNR) is the leading Ethereum Treasury company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided by its philosophy of “the alchemy of 5%,” the company is committed to ETH as its primary treasury reserve asset, leveraging native protocol-level activities including staking and decentralized finance mechanisms. The company will launch MAVAN (Made-in America Validator Network), a dedicated staking infrastructure for Bitmine assets, in Q1 of 2026.
For additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
https://x.com/bmnrintern
ForwardLooking 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 SEC on November 21, 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.
MEDIACONTACT:
Marcy Simon
Marcy@agentofchange.com
+19178333392