Current Report · Items 1.02, 7.01, 9.01 · 8-K
BitMine Immersion Technologies, Inc.
BMNRNYSEEQUITYCurrent
Termination of a Material Definitive Agreement · Regulation FD Disclosure
Item 1.02 Termination of a Material Definitive Agreement As previously disclosed, BMNR Subsidiary One, LLC (“ BMNR Subsidiary One ”), a subsidiary of Bitmine Immersion Technologies, Inc.…
Filed Sep 8, 2026Accepted Sep 8, 2026, 8:45 AM EDTCIK 1829311Accession 0001493152-26-041713
Company context
Bitmine Immersion Technologies, Inc. (NYSE: BMNR), and its subsidiaries (“Bitmine” or the “Company”), is a blockchain technology infrastructure company operating across institutional digital asset staking and validation services, bitcoin mining, and strategic digital asset management. As the world’s leading Ethereum Treasury company, it implements an innovative digital asset strategy for institutional investors and public market participants. The Company provides institutional-grade staking and validation infrastructure - through which it earns staking rewards and validation income - alongside bitcoin mining activities. Bitmine holds digital assets strategically, generating yield on those holdings to support liquidity and capital formation. Since 2025, the Company has expanded its blockchain infrastructure capabilities, including developing and deploying MAVAN, its institutional staking and validation platform. The Company’s activities further include investments in early-stage blockchain opportunities (“moonshot” investments) and ancillary mining, hosting, and consulting services.
Current securities
Disclosure sections
Items 1.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.02Item 1.02 - Termination of Material Agreement
Item
1.02 Termination of a Material Definitive Agreement
As
previously disclosed, BMNR Subsidiary One, LLC (“ BMNR Subsidiary One ”), a subsidiary of Bitmine Immersion Technologies,
Inc. (the “ Company ”), and Ethereum Tower LLC (“ Ethereum Tower ”) entered into a Management
Services Agreement, dated March 24, 2026 (the “ MSA ”), pursuant to which Ethereum Tower provided strategic planning
and operational management services relating to the Company’s Ethereum staking operations. On September 4, 2026, BMNR Subsidiary
One and Ethereum Tower entered into a Mutual Termination Agreement (the “ Termination Agreement ”) to terminate
the MSA.
Under
the MSA, Ethereum Tower was entitled to receive a revenue participation fee based on a percentage of net revenue derived from staking
operations of Standard Validator LLC (now known as MAVAN Holdings LLC) (the “ Company Subsidiary ”) involving
Company-owned Ethereum tokens. The MSA had an initial term of ten years and could be terminated by BMNR Subsidiary One for convenience
upon 180 days’ prior written notice, or by either party for cause. In the event of early termination by BMNR Subsidiary One other
than for cause, Ethereum Tower had the right to elect either continued revenue participation for the remainder of the term or a lump
sum payment.
The
Termination Agreement provides that the MSA was terminated effective as of the close of business on September 3, 2026. In connection
with the Termination Agreement, each party waived any notice period or requirement under the MSA, including the 180-day notice requirement
under the MSA. Amounts accrued but unpaid through September 3, 2026, remain payable in accordance with the terms of the MSA, and provisions
of the MSA that by their terms survive termination continue in effect. The Company did not incur any material early termination penalties
in connection with the termination of the MSA.
In
connection with the termination of the MSA, the Company Subsidiary entered into a new services agreement with American Validator LLC,
an affiliate of Ethereum Tower, effective September 4, 2026, pursuant to which American Validator LLC will provide advisory services
to the Company Subsidiary relating to its Ethereum staking operations, in exchange for a simplified fee of 1.50% of staking rewards
on Company-staked Ethereum.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
September 8, 2026, the Company issued a press release (the “ Press Release ”) announcing an update on the Company’s
operations. 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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Bitmine
Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.93 Million Tokens, and Total Crypto and Total Cash Holdings of $15.7 Billion
Bitmine
owns 4.9% of the total ETH coin supply of 122.0 million
Bitmine
is 97% of the way to the ‘Alchemy of 5%’ in just 15 months
Crypto
equities are largest contributor to Russell 1000 quarter to date, representing 4 of the top 21 stocks
Bitmine
common stock gain of 99% quarter to date is 4th best of the Russell 1000
ETH
is the best performing macro asset in Q3 of 2026 to date, outperforming the S&P 500 by 5,430bp
Bitmine
was added to the Russell 1000 Large-cap index on June 26, 2026
Bitmine’s
Series A Preferred Stock is trading on the NYSE under the symbol BMNP
Bitmine
has 5,067,309 staked ETH, representing $12.6 billion at $2,495 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum
staking destination for BMNR and institutional investors
Bitmine
owns $91 million of Eightco (NASDAQ: ORBS), now one of the only publicly listed equities in the world to provide investors indirect exposure
to OpenAI
Bitmine
Crypto + Total Cash Holdings & Marketable Securities + “Mo…
Open exhibit ↗