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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 17, 2025

 

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42675   84-3986354

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10845 Griffith Peak Dr. #2

Las Vegas, NV 89135

(Address of principal executive office) (Zip Code)

 

(404) 816-8240

(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
Common Stock, par value $0.0001   BMNR   NYSE American LLC

 

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 7.01 Regulation FD Disclosure.

 

On November 17, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) published an investor presentation (the “Presentation”) that it plans to use for investor relations and other purposes. A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by reference.

 

On November 17, 2025, the Company released a video (the “Video”) for its stockholders to provide an update regarding the Company’s business and operations. A copy of the script for the Video is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On November 17, 2025, the Company issued a press release (the “Press Release”) announcing the Presentation and the Video. A copy of the Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

The information under this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, 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
99.1   Investor Presentation (November 2025)
99.2   Script of Video (November 2025)
99.3   Press Release, dated November 17, 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: November 17, 2025 By: /s/ Chi Tsang
  Name: Chi Tsang
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 
 

 

  

 

 

 

Exhibit 99.2

 

Video Transcript

 

Hi there. My name is Tom Lee and I’m the Chairman of the Board of BitMine Immersion Technologies, and this is our chairman’s message for the month of November 2025.

 

If you’re not familiar with BitMine, ticker, BMNR, we are building the world’s premier Ethereum Treasury, and we have a slogan, the Alchemy of 5%, because we want to acquire 5% of the Ethereum network, tokens ETH and act as an important bridge between the Ethereum ecosystem and Wall Street.

 

In today’s message, I’m covering four topics. The first is the Bitcoin price cycle and why we don’t think it’s likely at play any longer. So, you wonder what is the Bitcoin four-year price cycle? Well, it is something that is hard to explain, but if you look at Bitcoin’s price since 2010. We’ve marked it with the green lines.

 

There have been 3.91-year cycles, and at the end of those cycles is a one-year bear market. Now, why is this happening? In the past, I would’ve said it was because the halving cycle, which happens roughly every four years, but there’s other possible explanations. It could be monetary policy related to M2 and fed action.

 

It could be a speculation cycle related to margin debt. And keep in mind, Bitcoin until the last couple of years was retail only. But it’s different today because of institutional investors. But it could be industrial related. It could be that there’s an interplay between gold and Bitcoin and copper.

 

In other words, an industrial activity ratio. And finally, it could be business cycle related too. Let’s examine these five possible explanations. The halving is when the Bitcoin block reward is cut in half, it does reduce supply. In the past I would’ve said that this could explain Bitcoin’s price action.

 

And as you can see, the halvings occur here. Now again, I would’ve bought into that view, except in the last few years there’s a new source of flows, which did not exist for much of Bitcoin history, which is institutional adoption and possible government adoption of bitcoin. And another reason I’m not necessarily believing this is that there’s a lot of other things that are in a four-year cycle.

 

Presidential cycles, leap years, Olympics, FIFA, you know, the World Cup and Rugby, et cetera. Let’s switch to monetary policy liquidity. That could explain things, you know, whether it’s the fed cutting rates, quantitative easing. I think those are, in the near term, definitely important factors, but do they explain the four-year cycle?

 

We could look at M2 supply and see if that explains four-year cycles. In other words, is there a monetary cycle of four years? Well, the reality is if you look at the peak Bitcoin prices, it has not been affected by fed liquidity. I don’t think that’s the explanation. Let’s talk about retail margin debt.

 

Now, this could explain something because we know retail investors were buying Bitcoin in the early days, and they continue to, but they’re not the only source of flows today, as we can see, A lot of this is institutional money, but you can go to FINRA, get the margin debt, and this is what the chart looks like.

 

I think it looks a little cyclical. And in fact, if I overlay this with Bitcoin’s price, they do look somewhat related. But here’s the thing. The peaks don’t match up. Bitcoin enters a bear market even as margin debt is still going up. I don’t think margin debt really explains Bitcoin’s peaks.

 

 
 

 

That gets us to copper versus gold. Someone on Twitter posted this named AO BTC Analyst, and I thought it was interesting. This is saying, is there a copper gold ratio marking Bitcoin’s relationships. Here’s why that’s interesting. Okay? Copper versus gold is a measure of industrial activity versus a fixed monetary base.

 

When industrial activity is peaking, that’s a high copper to gold ratio. Could that signal a peak in Bitcoin’s prices? Well, let’s overlay that chart, and if we look at the peaks in that ratio. In fact, it does correspond very well with the peak in Bitcoin prices. I think that this is actually very explanatory but look at the current ratio.

 

It’s not signaling a top. And let’s think about ISM manufacturing. Along that same line, ISM is really the most important measure of US industrial activity. When that index is above 50, the economy’s expanding, and when it’s below 50, it’s in contraction. The business cycle peaks are marked here.

 

Current reading is 48.7, so the ISM says we’re not solidly in expansion territory, and of course, nowhere near a peak. Well, how does that compare to Bitcoin’s price? If you look at the peak in the ISMs. They do correspond really well with Bitcoin’s peak and price. In fact, four of four times, the major highs in Bitcoins corresponded to an ISM high, but ISM is not signaling a top.

 

Currently, it’s still well below 50. Here’s our take. I think the halving cycle worked in the past, but I think there’s too many things that are four years. The monetary policy cycle really doesn’t explain the four-year cycle. It explains Bitcoin in the short term, on a four-year basis.

 

The speculation cycle doesn’t really work because it only explained one of three margin cycles for bitcoin. But this gold versus Bitcoin versus copper, yes, it does seem to really be explanatory, and it’s telling us we’re not really near a top because industrial activity isn’t peaking. And then finally, when it comes to the business cycle, at ISM, I think it is actually quite explanatory.

 

And again, not a sign of a top. Our takeaway is the Bitcoin price cycle actually seems to follow industrial activity and gold, and the message currently is. I wouldn’t be giving up on Bitcoin and assuming the price has already peaked. Okay, well, let’s talk about Ethereum for a moment. Now, Ethereum, is continuing to trade in this large basis we’re highlighting here, but as you know, crypto suffered a massive liquidation on October 10th, and we’ve pointed out that the languishing of crypto prices in the past two weeks since October 10th, has the signs of a market maker or maybe more than one having a problem with their balance sheet.

 

That means they need to raise capital. They’re of course not taking risks and providing liquidity to markets. And of course, that means sharks are circling because they know there is price vulnerability.

 

They’re going to try to force prices down because that would create further problems and, and that’s where the asymmetry is until the market makers fix their balance sheets. That takes time. Sharks are circling. But this is the message to me. I just wouldn’t be using leverage. I don’t think this means crypto is broken.

 

And in fact, as you can see on CoinMarketCap’s, crypto fear and greed index, we’re at an extreme fear reading right now. These are levels that you saw at the April tariff lows, so I don’t think this is a time to panic. And of course, positive things keep happening on the blockchain. This is Ethereum’s block space at an all-time high, or stablecoin creations on Ethereum are an all-time high and, and many crypto experts are talking about why Ethereum is really where a lot of people are building.

 

 
 

 

This takes me back to the fact that I think Ethereum in 2025 is having its 1971 moment. Many companies are building projects on Ethereum, and most of the value in terms of tokenized assets are taking place on Ethereum. And that tells me that Ethereum’s price to Bitcoin ratio should start to get to, it’s at least its eight-year average and probably get to an all-time high.

 

And that means that if Ethereum gets to its eight-year average price that’s about 12,000 Ethereum. Ethereum is really undervalued currently. And if it gets to the 2021 high ratio, that’s 22,000 Ethereum. And of course, if Ethereum becomes the payment rails of the future, that’s $62,000 Ethereum.

 

You can see Ethereum, and its current prices are drastically undervalued. That gets us to the third topic, which is tokenization. Now, you’ve heard a lot of people talk about tokenization, but I want to explain why it’s a huge unlock. Okay. Larry Fink says we’re at the beginning of tokenizing all assets.

 

I mean, he’s talking about stocks, bonds, and Vlad at Robinhood is saying the same thing. Now, there’s five reasons why tokenization is important, okay? It’s fractional ownership. It reduces cost and efficiency for managing securities. Therefore, it’s better for the investor. It allows 24/7 global trading.

 

You get a lot more transparency and security, and hopefully over time you get increased liquidity. What does this mean? Well, it means that in 1971, Wall Street was in its earliest stages of innovation. We are here today, 2025, but tokenization of Ethereum is going to take us into the future. What is tokenization?

 

Let’s just take a Rembrandt painting to illustrate and to tokenize it. We can break it into a com. Its components. Okay. And in theory, someone could just say, if they’re doing fractional ownership, they just want to own this part of the Rembrandt. Okay. That is fractional ownership. But you can also factor on the blockchain.

 

And what does factorize mean? Well, it means taking the painting. Then breaking it into its base colors. Okay? And therefore, you can do that with a business. Let me give you an example of Tesla and unlocking Tesla, by factorizing it. You can time tokenize Tesla, which means you can buy the earnings on a specific date in the future.

 

You can product tokenize. You can buy the present value of a specific product stream. You can even geographically tokenize. You can buy the present value of a regional portion of Tesla sales, or you can financial statement tokenize. Now, why am I pointing this out? You need liquidity to create these, but you also need smart contracts, a lot of good technology and a lot of good code, and that’s what’s happening on the blockchain.

 

Here’s an example of time tokenization. Tesla’s stock price is really the sum of all future earnings. We know that, for instance, Elon’s going to get a 10-year pay package worth a trillion dollars if he delivers value for Tesla’s shareholders. Well, what does that mean? That means that you may only want to buy Tesla’s earnings in 2036 when he gets the payoff.

 

Well, that’s an example of time tokenization. Now there’s a second way to look at this, which is product tokenization. Tesla is comprised of the present value of its various streams of EV, robotaxis, prime robots, FSD, solar, and of course, the future, which is Elon’s brain. Someone may only want to buy Elon’s brain, and therefore a tokenized Tesla is a bet on that versus everything else.

 

 
 

 

You get the picture. And finally, on digital asset treasury fundamentals. We’ve talked about this many times, so I’ll cover this quickly. There are many ways to increase Ethereum per share. You know, issuing stock at a premium, using equity linked securities, income from operations, earning staking rewards, and acquiring other DATs.

 

And crypto, Ethereum treasury companies are crypto infrastructure businesses. Ethereum is a proof of stake blockchain. Ethereum generates a staking yield and staking is securing the network. It is an important function that one would do by staking, and of course, eventually stable coin issuers and those tokenizing real world assets are going to want to stake ETH because they’re going to want to have some governance and, and that’s again, providing network security.

 

As you look at our roadmap, we are getting involved with the community. We are going to do moonshots and of course, work our way towards the Alchemy of 5%. Thank you for listening.

 

Forward Looking Statements

 

This transcript 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 December 9, 2024, 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.

 

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

 

For investor and media inquiries, please contact:

 

Marcy Simon

 

Marcy@agentofchange.com

 

+1 917-833-3392

 

 

 

 

Exhibit 99.3

 

BitMine Immersion (BMNR) Announces ETH Holdings Reaching 3.6 Million Tokens and Release of November Chairman’s Message

 

November Chairman’s message discusses 5 factors driving the 4-year crypto price cycle and why 2026 is unlikely this cycle’s peak

 

November Chairman’s message also discusses how tokenization of assets on Ethereum blockchain is a massive unlock for innovation and factor investing

 

BitMine Crypto + Cash Holdings + “Moonshots” total $11.8 billion, including 3.6 million ETH tokens, unencumbered cash of $607 million, and other crypto holdings

 

BitMine now owns 2.9% of the ETH token supply, passing the halfway point as it moves towards the ‘Alchemy of 5%’

 

BitMine leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock

 

BitMine is the 48th most traded stock in the US, trading $1.4 billion per day (5-day avg)

 

BitMine remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support BitMine’s goal of acquiring 5% of ETH

 

LAS VEGAS, November 17, 2025 /PRNewswire/ — (NYSE AMERICAN: BMNR) BitMine Immersion Technologies (“BitMine” or the “Company”) a Bitcoin and Ethereum Network Company with a focus on the accumulation of crypto for long term investment, today announced BitMine crypto + cash + “moonshots” holdings totalling $11.8 billion.

 

As of November 16th at 7:30pm ET, the Company’s crypto holdings are comprised of 3,559,879 ETH at $3,120 per ETH (Bloomberg), 192 Bitcoin (BTC), $37 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”) and unencumbered cash of $607 million.

 

“Crypto prices have not recovered since the liquidation event on Oct 10th. And the lingering weakness has the hallmarks of a market maker (or two) suffering from a crippled balance sheet,” said Thomas “Tom” Lee of Fundstrat, Chairman of BitMine. “When a market maker has a ‘hole’ on their balance sheet, they are seeking to raise capital and are reducing their liquidity functions in the market. This is the equivalent of QT (quantitative tightening) for crypto and has the effect of dampening prices. In 2022, this QT effect lasted for 6-8 weeks. And this is probably happening today.”

 

 
 

 

BitMine crypto holdings reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (MSTR), which owns 641,692 BTC valued at $61 billion. BitMine remains the largest ETH treasury in the world.

 

“But we do not believe crypto prices have peaked for this ‘cycle’ and this is covered in our November Chairman’s message,” continued Lee. “We look at five explanations for the crypto price cycle and conclude that two have important explanatory value. Both of these suggest a crypto cycle top likely 12-36 months away. Yes. This is a break from past cycle behavior.”

 

Finally, Ethereum continues to see tailwinds fundamentally from the upcoming Fusaka upgrade, to the continued surge in stablecoins and now the advancement of tokenization of stocks, bonds and real estate on ethereum.

 

“Tokenization is a major unlock for asset markets as it is more than just fractionalization or 24/7 liquidity. It is the innovation driven by factorization of an asset by time, product or geography. This in turn will provide great market transparency for issuers and investors,” states Mr. Lee. This is discussed in this November Chairman’s message.

 

The GENIUS Act and SEC’s Project Crypto are as transformational to financial services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago. This 1971 event was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans and financial and payment rails of today. These proved to be better investments than gold.

 

BitMine is now one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume of $1.4 billion (5-day average, as of Nov 14, 2025), ranking #48 in the US, behind AbbVie Inc. (rank #47) and ahead of DoorDash Inc (rank #49) among 5,704 US-listed stocks (statista.com and Fundstrat research).

 

“In the aftermath of crypto’s largest ever single day deleveraging event on October 10th, crypto trading volumes are still recovering, which also affect crypto equities. The fourth quarter is seasonally strong for crypto and equity price, and historically encourages investors to increase ‘open interest’ and therefore, associated trading volumes should improve in coming weeks. BitMine continues to attract institutional investor capital as our high liquidity is appealing. The combined trading volume share of BitMine and MSTR is now 88% of all global DAT trading volume. We continue to lead our crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of our stock,” said Lee.

 

The company recently released a corporate presentation, which can be found here: https://bitminetech.io/investor-relations/

 

The Chairman’s message can be found here: https://www.bitminetech.io/chairmans-message

 

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

Marcy@agentofchange.com

+19178333392