BMNR 8-K
Bitmine Immersion Technologies, Inc. (BMNR)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) entered into two agreements with KULR Technology Group, Inc., a Delaware corporation (the “Lessee”) relating to the lease of 3,000 ASIC miners owned by the Company.
Machine Lease Agreement
Under a Machine Lease Agreement (the “Lease”), the Company leased 3,000 ASIC miners to the Lessee for the period from May 16, 2025 to December 31, 2025 for total lease payments of $3,200,000, with $1,600,000 payable at the inception of the contract and the remainder payable through five monthly payments of $320,000 each. The first monthly payment is due July 15, 2025, and other four payments are due on the 15th day of the next four calendar months.
During the lease term, all bitcoin produced by the machines is payable to the Lessee, provided that if the Lessee fails to pay any monthly lease payment by the 20th day of the calendar month, the Company has the right to redirect bitcoin production from the miners to a wallet account of the Company until the lease payment has been satisfied, by valuing the bitcoin produced each day at the price of bitcoin at midnight Universal Time Coordinated (UTC) on that day. Under the Lease, the Company is responsible for any casualty loss of the miners, for insuring the miners against loss, for any repair or maintenance costs of the miners, for any hosting fees or electricity costs of the miners, and for any taxes assessed against the miners, including ad valorem property taxes. The Lessee is responsible for any mining pool fees charged by the mining pool in which the miners participate. The Company provided a down-time guarantee in the Lease, under which the Company is obligated to compensate the Lessee to the extent the operational down-time on any day exceeds one percent. The compensation payable by the Company is equal to the bitcoin that would have otherwise been mined by the Lessee on that day to the extent the down-time exceeds one percent, valued at the price of bitcoin at midnight UTC time on that day, less any rebates or credits received from the hosting firm of the miners that are passed through to the Lessee.
Consulting and Services Agreement
Under a Consulting and Services Agreement (the “Consulting Agreement”), the Company agreed to provide a variety of services to Lessee relating to both the miners that are subject to the Lease and with regard to bitcoin mining in general. The services provided in relation to the leased miners include: performing, or causing to be performed, all commercially reasonable and necessary services required for the leased miners to operate consistent with the performance guidelines or guarantee in the Lease; managing the relationship with hosting providers of the leased equipment, as well as other hosting providers of Lessee’s other bitcoin mining equipment; managing mining pool providers of the leased equipment, as well as other pool providers of Lessee’s other bitcoin mining equipment; coordinating on-site and off-site miner repairs as necessary; dashboard monitoring of miners (miner and network error troubleshooting); market analysis, including monitoring miner market pricing, advising on miner purchases/sales, etc.; shipping logistics importing purchased miners/exporting sold miners.
In addition, the Company agreed to provide the following treasury management services: advice on security and custody solutions; regulatory and compliance expertise based on Company’s experience, including GAAP revenue guidance and disclosure obligations; risk management and hedging strategies; techniques and strategies to maximize bitcoin exposure as a public company; customized treasury solutions; and proactive volatility management.
The Lessee agreed to pay the Company $800,000 of compensation under the Consulting Agreement, of which $400,000 is payable on or before May 16, 2025, and the remaining $400,000 is payable in five monthly payments of $80,000 each beginning on July 15, 2025, and continuing on the 15th day of the next four calendar months. The term of the Consulting Agreement is from May 16, 2025 to May 15, 2026. In the event the Consulting Agreement is terminated by the Company without cause or by the Lessee for cause, the Company is obligated to refund the unearned portion of any consulting fees that have been paid, but in no event more than 50% of the amount of consulting fees actually paid.
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Item 7.01 Regulation FD Disclosure.
On May 19, 2025, the Company issued a press release announcing the execution of the Lease and the Consulting Agreement, as well as the launch of its bitcoin treasury advisory practice. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
| Item No. | Description | |
| 99.1 | Press Release dated May 19, 2025 | |
| 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 20, 2025 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
BitMine Launches Bitcoin Treasury Advisory Practice and Enters into $4M Transaction with First BTC Treasury Advisory Client
May 19, 2025 – Las Vegas, NV (GLOBE NEWSWIRE) – BitMine Immersion Technologies, Inc. (OTCQX: BMNRD) today announced the launch of its Bitcoin Treasury Advisory Practice, alongside a $4 million strategic transaction with a U.S. exchange-listed company. BitMine is offering “Mining as a Service,” or MaaS, to the strategic partner and plans to offer MaaS to companies that own Bitcoin and wish to add Bitcoin denominated revenue, in addition to Bitcoin, as a core treasury holding.
Upon closing of the strategic agreement, BitMine will lease 3,000 Bitcoin ASIC miners to the client through December 30, 2025, for $3.2 million, with $1.6 million paid upfront. The client has also engaged BitMine for an $800,000 consulting agreement for one year, focused on Bitcoin Mining-as-a-Service and Bitcoin Treasury Strategy.
This marks the first client for BitMine’s new advisory business, which supports public companies with Bitcoin-based revenue strategies, GAAP accounting insights, custody solutions, and BTC/USD hedging.
“Currently, there are almost 100 public companies that have adopted Bitcoin as a treasury holding. We expect this number to grow in the future. As more companies adopt Bitcoin treasury strategies, the need for infrastructure, revenue generation, and expert guidance grows along with it,” said Jonathan Bates, CEO of BitMine. “This single transaction is greater than our entire 2024 fiscal year revenue, and we feel there is an opportunity to acquire more clients in the near future as interest in Bitcoin ownership grows.”
About BitMine Immersion Technologies, Inc.
BitMine is a Bitcoin Network Company, with a focus on 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.
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 expected revenue from strategic transactions and future business opportunities. In evaluating these forward-looking statements, you should consider various factors, including: our ability to keep pace with new technology and changing market needs; our ability to finance our current business and proposed future business; and the competitive environment of our business. 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 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2025, and its Quarterly Report on Form 10-Q filed with the SEC on April 14, 2025, and 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/edgar/searchedgar/companysearch. BitMine 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