{"url_path":"/sec/bmnr/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1829311/0001493152-26-027502-index.html","accession_number":"0001493152-26-027502","cik":"0001829311","ticker":"BMNR","issuer_name":"BITMINE IMMERSION TECHNOLOGIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829311/0001493152-26-027502-index.html","primary_entity_key":"0001829311","primary_entity_name":"BITMINE IMMERSION TECHNOLOGIES, INC."},"word_count":360,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry\ninto a Material Definitive Agreement.**\n\n \n\nOn\nJune 4, 2026, Bitmine Immersion Technologies, Inc. (the “**Company**”) entered into an underwriting agreement (the\n“**Underwriting Agreement**”) with Moelis & Company LLC and Cantor Fitzgerald & Co. (the “**Underwriters**”),\nrelating to the issuance and sale in an underwritten offering (the “**Offering**”) of 3,500,000 shares (the\n“**Shares**”) of the Company’s 9.50% Series A Perpetual Preferred Stock, par value $0.0001 per share (the\n“**Series A Preferred Stock**”), at a public offering price of $80.00 per share. The issuance and sale of\nthe Series A Preferred Stock are scheduled to settle on June 10, 2026, subject to customary closing conditions. Certain terms\nof the Series A Preferred Stock are described in more detail in the Company’s press release announcing the pricing of the Offering,\nwhich is filed herewith as Exhibit 99.1 and incorporated herein by reference.\n\n \n\nThe\nCompany estimates that the net proceeds from the Offering will be approximately $273.8 million, after deducting underwriting discounts\nand commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the Offering for\ngeneral corporate purposes, which may include the acquisition of additional ETH and other digital assets, the expansion of staking and\nvalidator infrastructure, including through the Made in America VAlidator Network, working capital, strategic investments aligned with\nthe Ethereum ecosystem and broader digital asset adoption, and repurchases of its common stock under the Company’s share repurchase\nprogram.\n\n \n\nThe\nUnderwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,\nother obligations of the parties, and termination provisions.\n\n \n\nThe\nOffering is being made pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-288579) on file with\nthe Securities and Exchange Commission. The Offering will be made only by means of a prospectus supplement and an accompanying prospectus.\n\n \n\nThe\nforegoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety\nby, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference."}