Bitmine Immersion Technologies, Inc 8-K, filed May 27, 2022
Bitmine Immersion Technologies, Inc. (BMNR)
About this 8-K
Bitmine Immersion Technologies, Inc filed this 8-K on May 27, 2022, reporting on events of May 26, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Sandy Springs Holdings, Inc.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 26, 2022, Erik S. Nelson resigned as chief executive officer of Bitmine Immersion Technologies, Inc. (the “Company”) in order to allow Jonathan Bates to assume the position of chief executive officer.
(c) On May 26, 2022, the Company appointed Jonathan Bates as chief executive officer and Erik S. Nelson as president.
The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Messrs. Nelson and Bates is contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2021, filed with the SEC on December 9, 2021, which is incorporated herein by reference. There are no agreements under which the Company has agreed to compensate Messrs. Bates or Nelson at this time.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 26, 2022. A copy of the press release is attached as Exhibit 99.1.
The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 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.
| Item No. | Description | |||
| 99.1 | Press Release dated May 26, 2022 | |||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bitmine Immersion Technologies, Inc. | ||
| Dated: May 27, 2022 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
BitMine Immersion Technologies, Inc. announces appointment of CEO, and conversion of debt to preferred equity by IDI
ATLANTA, May 26, 2022 (GLOBE NEWSWIRE) -- BitMine Immersion Technologies, Inc. (OTC: BMNR) announces the appointment of Jonathan Bates as Chief Executive Officer (“CEO”) of Bitmine, and Erik Nelson’s new appointment as President. Mr. Bates has been serving as Chairman of the Board of Directors since July of 2021 and will continue in that role. Mr. Bates has agreed to work for no salary through the end of 2022 and will receive only equity options that will not be exercisable until 2023. Mr. Nelson previously served as Chief Executive Officer.
Additionally, Bitmine and Innovative Digital Investors Emerging Technology, LP ("IDI"), an investment fund managed by Jonathan Bates, and BitMine's largest shareholder, have agreed in principle to IDI’s conversion of its existing indebtedness, totaling approximately $2,100,000, into a new class of preferred stock to be issued by Bitmine, along with IDI’s investment of an additional $900,000 in the preferred stock to further the growth and development of the Company.
Jonathan Bates, BitMine’s Chairman and CEO, was quoted as saying - "I have been all-in on this business from day one. This move will help our efforts to drive new business to our existing sites and others in the future. I can't wait to see what the future holds for us."
Erik Nelson, Bitmine’s President, was quoted as saying – “I think the appointment of Jonathan as CEO is a very positive development for the Company, as he brings a great deal of technical knowledge and understanding of the industry to our management team. I am looking forward to continuing to serve the Company and its shareholders in my position as President.”
The details of the conversion of IDI’s debt to preferred stock are in negotiations with, and subject to the approval of, the disinterested members of Bitmine’s board of directors. They expect the final terms of the exchange and additional investment to be complete in the coming weeks. In addition, the issuance of preferred stock will be subject to shareholder approval of an amendment to Bitmine’s certificate of incorporation to authorize the issuance of a class of preferred stock, which will take approximately 60 days after a final agreement is approved by the board. This conversion will significantly bolster Bitmine’s balance sheet and is a critical step in preparing BitMine to apply for an uplisting to NASDAQ or the NYSE.
BitMine Immersion Technologies, Inc. Forward-Looking Statements:
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond BitMine Immersion Technologies' control, including those set forth in the Risk Factors section of BitMine Immersion Technologies’ Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2021, and its Form 10-Q filed on April 18, 2022, and any other SEC filings, as amended or updated from time to time. Copies of BitMine Immersion Technologies’ filings with the SEC are available on the SEC’s website at www.sec.gov. BitMine Immersion Technologies undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
BitMine Immersion Technologies Contact:
Jonathan Bates Chairman and
CEO
info@bitminetech.io
Jonathan Bates
Innovative Digital Investors
Chief Investment Officer
10845 Griffith Peak Dr #2
Las Vegas, NV 89135
310-218-9915