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):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive office) (Zip Code)
(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 | ||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2025, the Board of Directors (the “Board”) of Bitmine Immersion Technologies, Inc. (the “Company”) appointed Mr. David E. Sharbutt to serve as a director on the Board. On August 25, 2025, Mr. Sharbutt accepted the appointment to serve on the Board, and on August 27, 2025, Mr. Sharbutt executed an offer letter with the Company pursuant to which he will serve as a director (the “Offer Letter”). Mr. Sharbutt will serve as an independent director until the Company’s next annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board expects to appoint Mr. Sharbutt to one or more of its committees, with such committee assignment(s) to be determined at a later date.
Mr. Sharbutt, age 76, is a former business executive, who most recently served as CEO and Chairman of Alamosa Holdings, Inc., a provider of wireless communications services, which was acquired by Sprint Nextel Corporation in February 2006. Mr. Sharbutt had been Alamosa’s Chairman and a director since the company was founded in July 1998 and was named CEO in October 1999. Before joining Alamosa, Mr. Sharbutt was President and CEO of Hicks & Ragland Engineering Co., an engineering consulting company (now known as CHR Solutions). Mr. Sharbutt served on the board of directors of American Tower Corporation from July 2006 to May 2023. Mr. Sharbutt received a Bachelor of Science degree in electrical engineering from Texas Tech University in 1971.
In connection with his appointment, Mr. Sharbutt will be entitled to receive the Company’s standard compensation for non-employee directors, including 10,000 shares of common stock for service for the fiscal year ending August 31, 2025 and 750 shares of common stock of the Company per month for future service on the Board and an additional 250 shares of common stock per month for each additional committee on which Mr. Sharbutt serves. The foregoing summary is qualified in its entirety by reference to the Offer Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.
There are no arrangements or understandings between Mr. Sharbutt and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Sharbutt and any other director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On August 28, 2025, the Company issued a press release (the “Press Release”) announcing Mr. Sharbutt’s appointment to the Board. 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 | |
| 10.1 | Offer Letter, dated August 26, 2025. | |
| 99.1 | Press Release, dated August 28, 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: August 28, 2025 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
8/26/2025
David Sharbutt
Dear David,
On behalf of the Board of Directors of Bitmine, I am pleased to extend an offer for you to serve as a member of our Board of Directors, effective immediately.
Your appointment reflects our confidence in your leadership, experience, and commitment to advancing the mission and strategic vision of Bitmine. As a member of the Board, your responsibilities will include providing oversight and guidance on corporate strategy, governance, and fiduciary matters, as well as participating in regular Board and committee meetings as requested.
The term of your service will continue until the next annual meeting of shareholders and until your successor is duly elected and qualified, unless earlier terminated in accordance with the Company’s bylaws.
Board compensation for fiscal year ending 8/31/2025 shall be 10,000 shares. Future consideration shall be 750 shares per month for service and 250 shares additional per committee served until the compensation committee presents and receives new compensation approved.
We are grateful for your willingness to contribute your expertise to the stewardship of our company and look forward to your active participation.
Please confirm your acceptance of this appointment by signing and returning this letter.
| Sincerely, | |
| Lori Love | |
| Compensation Committee | |
| Bitmine Immersion Technologies (BMNR) |
Acknowledgement and Acceptance
I, David Sharbutt, accept the appointment to serve on the Board of Directors of Bitmine Immersion Technology, effective immediately, and agree to perform the duties consistent with this role.
| Signature: | /s/ David Sharbutt | |
| Name: | David Sharbutt | |
| Date: | August 27, 2025 |
Exhibit 99.1
David Sharbutt to Join BitMine (BMNR) Board of Directors
David Sharbutt to lead BitMine’s efforts to expand its digital infrastructure capabilities
David Sharbutt served 17 years on American Tower’s Board (AMT), one of America’s largest REITs
BitMine is the world’s largest ETH Treasury company with Crypto + Cash Holdings Exceeding $9 billion, including 1.79 million ETH Tokens and total cash of $775MM
BitMine is supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, and Galaxy Digital to support BitMine’s goal of acquiring 5% of ETH: The alchemy of 5%
LAS VEGAS, August 28th, 2025 /PRNewswire/ -- (NYSE AMERICAN: BMNR) BitMine Immersion Technologies, Inc. (“BitMine” or the “Company”) today announced that David Sharbutt has been elected to the company’s board of directors.
“Adding David’s operational experience as one of the original wireless services entrepreneurs building Alamosa PCS into a multi-billion Sprint PCS affiliate, and his 17 years of service as a Board member for American Tower Corporation (AMT), one of America’s largest REITs, makes him the perfect addition to our board.” said Thomas “Tom” Lee of Fundstrat, Chairman of BitMine.
Mr. Lee continues, “American Tower is one of the greatest shareholder return stories of the last 20 years as investors recognized wireless tower companies were an essential and scarce asset and is now one of America’s largest REITs. These wireless tower companies valuations expanded from 6X EV/EBITDA in 2003 to more than 30X EV/EBITDA by 2020 (according to research by Fundstrat) Similarly, ETH Treasuries are providing security services for the ethereum network, by native staking and thus, BitMine is a critical digital infrastructure partner for ethereum.”
“I have known Tom Lee for more than 25 years and he is, in my opinion, the best wireless analyst I ever interacted with, in the years since, he has identified transformational opportunities and companies years before the market recognizes them from the 2009 start of the bull market, to calling Bitcoin “digital gold” in 2017 when it was under $1,000.” said David Sharbutt. “So, when Tom called me and described his larger vision of ETH and the exciting roadmap for BitMine, I realized this is an opportunity to work on something transformational.”
BitMine crypto holdings reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc (MSTR), which owns 629,376 BTC valued at $71 billion. BitMine remains the largest ETH treasury in the world. BitMine launched its ETH Treasury strategy on June 30th (closing on July 8th). In the ensuing six weeks, the Company has passed many key milestones.
As of August 27th at 5:00pm ET, the Company’s crypto holdings are comprised of 1,792,690 ETH at $4,591 per ETH (Bloomberg), 192 Bitcoin (BTC) and unencumbered cash of $775 million. BitMine’s crypto + cash holdings exceed $9 billion dollars.
David is the founder, Chairman, & CEO of Alamosa Holdings which became a public company in 2000, and quickly grew to a presence in 22 states with revenues exceeding $1B. Alamosa was acquired by Sprint in 2006. David was elected to the board of American Tower Corporation (NYSE:AMT) in 2006 and continued to serve until 2023. During David’s time at American Tower, it grew from a moderate sized domestic tower company to become the largest REIT in the world. It is the leading global provider of shared infrastructure. David served on the Audit Committee and the Nominating and Corporate Governance Committee for American Tower, serving as the Committee Chair from 2017 to 2022. David is involved in a number of private companies as an owner and Director. These companies involve real estate, telecom, technology, food safety, restaurants, agriculture, reverse logistics, and dry cleaning. David is the Chair and primary owner of Edit Holdings. Edit Holdings operates Tide Dry Cleaners in Houston, Austin, Lubbock, Amarillo, Colorado Springs, and Denver.
The company recently released a corporate presentation, which 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/bitmnr
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
+19178333392