{"url_path":"/sec/bmnr/8-k/2026-06-10/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1829311/0001493152-26-028140-index.html","accession_number":"0001493152-26-028140","cik":"0001829311","ticker":"BMNR","issuer_name":"BITMINE IMMERSION TECHNOLOGIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829311/0001493152-26-028140-index.html","primary_entity_key":"0001829311","primary_entity_name":"BITMINE IMMERSION TECHNOLOGIES, INC."},"word_count":1916,"has_tables":true,"body_markdown":"**Item\n3.03. Material Modification to Rights of Security Holders.**\n\n \n\nOn\nJune 10, 2026, Bitmine Immersion Technologies, Inc. (the “**Company**”) issued 3,500,000 shares of 9.50% Series\nA Perpetual Preferred Stock (the “**Series A Preferred Stock**”) in a public offering (the “**Offering**”)\nregistered under the Securities Act of 1933, as amended (the “**Securities Act**”), pursuant to an Underwriting\nAgreement, dated June 4, 2026 (as previously reported on the Company’s Current Report on Form 8-K filed with the Securities and\nExchange Commission on June 5, 2026), by and among the Company and Moelis & Company LLC and Cantor Fitzgerald & Co., as underwriters.\nIn connection with the issuance of Series A Preferred Stock, the Company filed a Certificate of Designations (the “**Certificate\nof Designations**”) with the Secretary of State of the State of Delaware designating an aggregate of 3,500,000 shares of,\nand establishing the terms of, the Series A Preferred Stock.\n\n \n\nThe\nSeries A Preferred Stock will accumulate cumulative dividends (“**Regular Dividends**”) at a rate per annum equal\nto 9.50% (the “**Regular Dividend Rate**”) of the stated amount of $100 per share (the “**Stated Amount**”),\nregardless of whether or not declared or funds are legally available for their payment. Regular Dividends will be payable when, as\nand if declared by the Company’s board of directors, out of funds legally available for their payment, solely in cash, weekly in\narrears on each Friday (or the next business day if such Friday is not a business day), beginning on the second Friday following the\nInitial Issue Date (each, a “**Regular Dividend Payment Date**”). The Company may in the future elect to pay dividends\nmore frequently than weekly.\n\n \n\nIf\nany accumulated Regular Dividend (or any portion thereof) on the Series A Preferred Stock is not paid on the applicable Regular Dividend\nPayment Date (or, if such Regular Dividend Payment Date is not a business day, the next business day), then additional dividends (“**Compounded\nDividends**”) will accumulate on the amount of such unpaid Regular Dividend, compounded weekly at the Compounded Dividend\nRate (as defined below), from, and including, such Regular Dividend Payment Date to, but excluding, the date the same, including all\nCompounded Dividends thereon, is paid in full. The “**Compounded Dividend Rate**” applicable to any unpaid Regular\nDividend that was due on a Regular Dividend Payment Date (or, if such regular dividend payment date is not a business day, the next\nbusiness day) will initially be a rate per annum equal to the Regular Dividend Rate plus 5 basis points (based on a weekly regular\ndividend period); *provided*, *however*, that until such Regular Dividend, together with Compounded Dividends thereon, is\npaid in full, such Compounded Dividend Rate will increase by 5 basis points per annum (based on a weekly regular dividend period)\nfor each subsequent Regular Dividend Period, up to a maximum rate of 15% per annum. The Company will have the flexibility to elect\nto increase the payment frequency of Regular Dividends to be more often than weekly and, in the event that the Company so elects, the\nadditional dividend rate increase per regular dividend period will be proportionately reduced to reflect such shorter regular dividend\nperiod such that the maximum aggregate additional dividend rate increase per annum is 260 basis points.\n\n \n\nIf\nthe Company fails to declare a Regular Dividend on or prior to the record date applicable to a Regular Dividend Payment Date, such failure\n(without any further action by the Company) shall automatically constitute a notice of deferral. Upon issuance of such notice,\nthe Company shall use its commercially reasonable efforts over the following 30-day period to sell Common Stock, other securities and/or\ndigital assets to raise proceeds in an amount sufficient to cover any deferred dividends that would have been due with respect to the\napplicable Regular Dividend Payment Date, plus Compounded Dividends thereon.\n\n \n\nThe\nSeries A Preferred Stock has a par value of $0.0001 per share and initially has a liquidation preference of $100 per share, subject to\nadjustment as set forth below (the “**Liquidation Preference**”). The Series A Preferred Stock will rank senior\nto the Company’s common stock, $0.0001 par value per share (the “**Common Stock**”), other Junior Stock and\nall other future preferred equity with respect to the payment of dividends and the distribution of assets upon the Company’s\nliquidation, dissolution or winding up, subject to certain exceptions. The Series A Preferred Stock will be equal in rank with\nany Dividend Parity Stock and Liquidation Parity Stock, with respect to the distribution of assets upon our liquidation, dissolution\nor winding up, and will be junior to the Company’s existing and future indebtedness, structurally junior to the liabilities\nof the Company’s subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding\nthat ranks senior thereto.\n\n \n\nIf\nthe Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of Series A Preferred Stock will\nbe entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid Regular Dividends and any Compounded\nDividends on, their shares of Series A Preferred Stock out of the Company’s assets or funds legally available for distribution\nto its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of Common Stock or\nother Junior Stock.\n\n \n\nThe\nLiquidation Preference of the Series A Preferred Stock shall initially be $100 per share; *provided*, *however*, that, effective\nimmediately after the close of business on each business day after the Initial Issue Date (and, if applicable, during the course of\na business day on which any sale transaction to be settled by the issuance of Series A Preferred Stock is executed, from the exact time\nof the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference\nper share of Series A Preferred Stock will be adjusted to the greatest of (i) the Stated Amount; (ii) in the case of any business day\nwith respect to which the Company has, on such business day or on any business day during the ten trading day period preceding such business\nday, executed any sale transaction to be settled by the issuance of Series A Preferred Stock, an amount equal to the Last Reported Sale\nPrice per share of Series A Preferred Stock on the trading day immediately before the applicable business day; and (iii) the arithmetic\naverage of the Last Reported Sale Prices per share of Series A Preferred Stock for each trading day of the ten consecutive trading days\nimmediately preceding such business day; provided, however, that, if applicable, the reference in clause (iii) to ten will be replaced\nby such lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding,\nsuch business day. Notwithstanding anything to the contrary in the preceding sentence, at all times before the first date on which the\nCompany executes any sale transaction to be settled by the issuance of Series A Preferred Stock (other than the Series A Preferred Stock\ninitially issued on the initial issue date), the liquidation preference per share of Series A Preferred Stock will be $100.\n\n \n\n \n\n \n\n \n\nThe\nCompany will have the right, at its election, to redeem all, and not less than all, of the Series A Preferred Stock, at any time, for\ncash if the total number of shares of Series A Preferred Stock then outstanding is less than 25% of the total number of shares of the\nSeries A Preferred Stock originally issued on the Initial Issue Date and in any future offering of the Series A Preferred Stock, taken\ntogether (a “**Clean-Up Call**”). The Company will also have the right, at its election, to redeem all, and not\nless than all, of the Series A Preferred Stock, at any time, for cash if a “Tax Event” occurs (a “**Tax Redemption**”).\n\n \n\nThe\nredemption price for any Series A Preferred Stock to be redeemed pursuant to an Optional Redemption (other than a Clean-Up Call or Tax\nRedemption) will be a cash amount per share equal to: (i) from the Initial Issue Date to December 10, 2027 (18 months following the Initial\nIssue Date), 110% of the Stated Amount; (ii) from December 10, 2027 to June 10, 2029 (three years following the Initial Issue Date),\n105% of the Stated Amount; and (iii) after June 10, 2029, 100% of the Stated Amount; in each case plus accumulated and unpaid Regular\nDividends (and any Compounded Dividends thereon) to, but excluding, the redemption date. For a Clean-Up Call or Tax Redemption, the redemption\nprice per share will be the Liquidation Preference as of the business day before the Company sends the related redemption notice, plus\naccumulated and unpaid Regular Dividends (and any Compounded Dividends thereon). The redemption date shall be not less than 30 nor more\nthan 60 calendar days after the date of the redemption notice.\n\n \n\nIf\na “Fundamental Change” occurs, then holders of the Series A Preferred Stock\nwill have the right to require the Company to repurchase some or all of their shares of Series A Preferred Stock at a cash repurchase\nprice equal to (i) the Stated Amount plus (ii) accumulated and unpaid Regular Dividends on such share to, but excluding, the Fundamental\nChange repurchase date.\n\n \n\nThe\nSeries A Preferred Stock will have voting rights with respect to certain amendments to the Company’s certificate of incorporation\nor the Certificate of Designations, certain business combination transactions and certain other matters (requiring the affirmative vote\nof holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and any Voting Parity Stock, voting together\nas a single class). The Company may not create or issue any class or series of stock that ranks senior to the Series A Preferred Stock\nwith respect to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding\nup without the consent of holders of at least two-thirds of the combined outstanding voting power of the Series A Preferred Stock and\nany Voting Parity Stock.\n\n \n\nIf\nless than the full amount of accumulated and unpaid Regular Dividends on the outstanding Series A Preferred Stock have been declared\nand paid by the following Regular Dividend Payment Date in respect of each of (i) a 12-month period and (ii) 18-month period,\nthen, in each case, subject to certain limitations set forth in the Certificate of Designations, the holders of the Series A Preferred\nStock, voting together as a single class with the holders of any Voting Parity Stock with similar voting rights then exercisable, will\nhave the right to elect one or two Preferred Stock Directors (as applicable) to the Company’s board of directors.\n\n \n\nThe\nSeries A Preferred Stock does not have preemptive rights and is not subject to any sinking fund obligations.\nThe above description of the Certificate of Designations and the terms of the Series A Preferred Stock is a summary and is not complete.\nCapitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Certificate of Designations.\nA copy of the Certificate of Designations and the form of the certificate representing the Series A Preferred Stock are filed as Exhibits\n3.1 and 4.1, respectively, to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the\nterms of the Certificate of Designations and the Series A Preferred Stock set forth in such exhibits."}