IPO - BITMINE IMMERSION TECHNOLOGIES, INC.

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Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Ipo

Type: New

Accession Number: 000168316825004380

Filing Summary: On June 4, 2025, Bitmine Immersion Technologies, Inc. entered into an Underwriting Agreement with ThinkEquity LLC for a public offering of common stock, where it agreed to sell 2,250,000 shares at a public offering price of $8.00 per share, with a 45-day over-allotment option for an additional 337,500 shares. The offering closed on June 6, 2025, yielding net proceeds of $16,150,000, which the company intends to use for bitcoin purchases. The Underwriting Agreement included lock-up periods for directors and significant shareholders. Concurrently, a Letter Agreement with company executives regarding share conversions took effect upon the offering's completion. This includes the conversion of Series A and B Preferred Stock into Common Stock. Additional provisions regarding a new loan and debt exchange were outlined. Furthermore, the company announced through press releases the offering’s pricing and closing, alongside purchasing bitcoin with the proceeds. A corporate presentation is planned for use in a non-deal roadshow beginning June 10, 2025, with material available on its website.

Additional details:

Underwriting Agreement Date: 2025-06-04


Shares Sold: 2250000


Public Offering Price: 8.00


Net Proceeds: 16150000


Lock Up Period Executives: 180 days


Lock Up Period Significant Shareholders: 90 days


Conversion Price: 0.20


Reverse Stock Split Ratio: 1-for-20


Bitcoin Purchase Date: 2025-06-09


Corporate Presentation Date: 2025-06-10


Form Type: 424B4

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: New

Accession Number: 000168316825004278

Filing Summary: BitMine Immersion Technologies, Inc. is conducting an initial public offering (IPO) of 2,250,000 shares of common stock, with the possibility of an additional 337,500 shares if underwriters exercise their overallotment option. The shares will be sold at a public offering price of $8.00 each, aiming for a total gross proceeds of $18 million. This IPO follows a reverse stock split of its outstanding shares at a 1-for-20 ratio, effective May 15, 2025. The company is categorized as emerging growth and smaller reporting, hence it enjoys reduced reporting requirements. Notable risks exist in this investment, predominantly in connection with market conditions, operational dependencies, and a fluctuating bitcoin market. The underwriters expect to deliver the shares on June 6, 2025. The principal underwriter for this offering is ThinkEquity, which details have been provided in the underwriting section of the prospectus. There's a caution regarding non-approval by the SEC or any state securities commission, suggesting investors heed the risks outlined.

Additional details:

Per Share Price: 8.00


Total Proceeds: 18000000


Underwriting Discounts: 0.60


Total Discount Value: 1350000


Proceeds Before Expenses: 16650000


Overallotment Option Shares: 337500


Total Shares Offered: 2250000


Common Stock Symbol: BMNR


Listing Exchange: NYSE American


Reverse Stock Split Ratio: 1-for-20


Form Type: S-1MEF

Filing Date: 2025-06-04

Corporate Action: Ipo

Type: New

Accession Number: 000168316825004240

Filing Summary: Bitmine Immersion Technologies, Inc. filed a Form S-1MEF registration statement with the SEC on June 4, 2025, to register an additional 431,250 shares of common stock along with underwriter warrants and 21,562 shares of common stock that can be issued upon the exercise of these warrants. This filing is intended to support a public offering of securities as part of a prior offering initially filed on January 21, 2025, under registration number 333-284361, which was declared effective the same day as this filing. The additional shares represent no more than 20% of the maximum aggregate offering price stated in the previously filed registration. The Registrant affirms its intention to comply with the Commission’s filing fee requirements and has sufficient funds available for this purpose, ensuring compliance upon the close of business on the filing date.

Additional details:

Primary Standard Industry Classification Code: 7374


Irs Employer Identification Number: 84-3986354


Address: 10845 Griffith Peak Dr., #2 Las Vegas, Nevada 89135


Telephone: (404) 816-8240


Second Telephone: (949) 788-8900


Third Telephone: (305) 579-0500


Registration Statement Number: 333-284361


Additional Shares: 431,250


Underwriter Warrants: underwriter warrants to purchase common stock


Shares Issuable On Exercise: 21,562


Covering Registration Statement: Form S-1


Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Ipo

Type: New

Accession Number: 000168316825004151

Filing Summary: On June 2, 2025, Bitmine Immersion Technologies, Inc. announced through a press release that it anticipates its shares of common stock to be approved for listing on the NYSE American stock exchange. The company expects its shares to begin trading under the symbol 'BMNR' on June 5, 2025, contingent upon continued compliance with exchange rules. Until that date, the shares will continue trading on the OTC Markets OTCQX Best Market, ceasing to do so by the close of business on June 4, 2025. This transition represents a significant move for the company from OTCQX to a larger exchange, signaling growth and increased visibility in the market.

Additional details:

Press Release Date: 2025-06-02


New Trading Symbol: BMNR


Old Trading Platform: OTCQX Best Market


New Trading Platform: NYSE American


Expected Trading Start Date: 2025-06-05


Ceo Name: Jonathan Bates


Form Type: S-1/A

Filing Date: 2025-05-27

Corporate Action: Ipo

Type: New

Accession Number: 000168316825004030

Filing Summary: Bitmine Immersion Technologies, Inc. filed an amended registration statement on Form S-1/A on May 27, 2025. The document indicates the offering of 1,875,000 shares of common stock at an assumed public offering price of $8.00 per share. This is based on the last reported sale price on the OTCQX on May 16, 2025, indicating the company's intent to transition from OTCQX to NYSE American under the proposed symbol "BMNR." The document also outlines the risks involved in investing, the financial condition of the company, and details about their bitcoin mining operations. The company views bitcoin as a long-term investment and plans to finance further expansions primarily through the issuance of common stock and other equity securities. The document discusses the potential hurdles and conditions tied to the offering, emphasizing that the application for NYSE American listing is a condition for the offering to proceed. Additionally, there are discussions regarding underwriting, potential discounts, and options to cover overallotments. Overall, this document serves as a preliminary prospectus detailing the company's offerings and financial strategies as they aim to raise capital and expand their operations.

Additional details:

Share Offering Amount: 1875000


Assumed Public Offering Price: 8.00


Exchange Symbol: BMNRD


Proposed Exchange Listing: NYSE American


Form Type: S-1/A

Filing Date: 2025-04-09

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825002385

Filing Summary: Bitmine Immersion Technologies, Inc. filed an amendment to their registration statement, indicating an intention to offer 1,704,546 shares of common stock at an assumed public offering price of $8.80, which reflects a proposed reverse stock split of 1-for-20. The offering is subject to approval for listing on an exchange, with uncertainties regarding the development of a trading market after the transition from OTCQX. The filing outlines the company's strategy focused on accumulating bitcoin and expanding mining operations, leveraging a combination of common stock and fixed-income securities for financing. It highlights the risks associated with investing, potential financial performance, and market conditions affecting the bitcoin industry, emphasizing their long-term approach to holding bitcoin and anticipated operational efficiencies. The underwriters have a 45-day option to purchase additional shares to cover any over-allotments, and the document notes various details regarding underwriting compensation.

Additional details:

Shares Offered: 1704546


Offering Price Per Share: 8.8


Reverse Split Ratio: 1-for-20


Common Stock Symbol: BMNR


Latest Price On OTCQX: 0.4399


Use Of Proceeds: To purchase bitcoin and expand mining operations


Form Type: S-1

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000444

Filing Summary: Bitmine Immersion Technologies, Inc. is filing a registration statement under the Securities Act of 1933 for the proposed offering of its common stock. The company, incorporated in Delaware, intends to commence a public offering of its shares as soon as practicable after the effective date of the registration statement. The offering includes a proposed reverse stock split of outstanding common stock prior to the closing of the offering. The registration outlines various terms including potential underwriting discounts and commissions, and an additional option for underwriters to purchase extra shares to cover over-allotments. As an 'emerging growth company', Bitmine will take advantage of reduced public company reporting requirements. The company plans to fund its operations through equity and debt financing, with a focus on accumulating bitcoin as a long-term investment. It also highlights their strategy to enhance their bitcoin mining operations and explore partnerships in the industry. The registration statement reflects a high-risk investment opportunity associated with the volatility of the bitcoin market and overall business operations. Investors are advised to carefully evaluate the associated risks as detailed in the prospectus.

Additional details:

Company Name: Bitmine Immersion Technologies, Inc.


State Of Incorporation: Delaware


Address: 10845 Griffith Peak Dr., #2 Las Vegas, Nevada 89135


Telephone Number: (404) 816-8240


Agent Name: Jonathan Bates


Agent Address: c/o Bitmine Immersion Technologies, Inc. 10845 Griffith Peak Dr., #2 Las Vegas, Nevada 89135


Agent Telephone Number: (404) 816-8240


Representative Name: Robert J. Mottern, Esq.


Legal Firm: Davis Gillett Mottern & Sims, LLC


Legal Firm Address: 545 Dutch Valley Road, NE, Suite A Atlanta, Georgia 30324


Legal Firm Telephone Number: (404) 607-6933


Underwriter Name: ThinkEquity


Size Of Stock Offering: proposed 1-for- reverse stock split


Symbol: BMNR


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