BitMine Immersion Technologies Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.03. Material Modification to Rights of Security Holders.
On January 15, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of shares of common stock (the “Common Stock”) the Company is authorized to issue from 500,000,000 shares to 50,000,000,000 shares (the “Charter Amendment”). A Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), which includes the Charter Amendment, has been filed with the Secretary of State of the State of Delaware and became effective at 12:00 p.m. Eastern Time on January 16, 2026, for accounting purposes only. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 3.03 is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 15, 2026, the Company held its Annual Meeting. The matters voted upon were (1) the election of Thomas Lee, Chi Tsang, Michael Maloney, Lori Love, David Sharbutt, Jason Edgeworth, Olivia Howe, and Robert Sechan to as directors on the Company’s board of directors (each, a “Director,” collectively the “Directors”), each with a term expiring at the next annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, or removal (the “Director Election Proposal”), (2) the approval of the Charter Amendment (the “Charter Amendment Proposal”), (3) the approval of the Bitmine Immersion Technologies, Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”), and (4) the approval, on a non-binding advisory basis, the special, performance-based compensation arrangement for the executive chairman (the “Executive Chairman Compensation Proposal”).
Based on the votes by holders of the Common Stock, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below:
| 1. | The Director Election Proposal: |
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||
| Thomas Lee | 182,066,768 | 3,072,442 | 88,686,175 | |||
| Chi Tsang | 179,405,017 | 5,734,193 | 88,686,175 | |||
| Michael Maloney | 179,583,681 | 5,555,529 | 88,686,175 | |||
| Lori Love | 175,038,565 | 10,100,645 | 88,686,175 | |||
| David Sharbutt | 177,215,302 | 7,923,908 | 88,686,175 | |||
| Jason Edgeworth | 179,312,202 | 5,827,008 | 88,686,175 | |||
| Olivia Howe | 179,635,613 | 5,503,597 | 88,686,175 | |||
| Robert Sechan | 178,944,537 | 6,194,673 | 88,686,175 |
| 2. | The Charter Amendment Proposal: |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
222,226,997 |
49,445,035 |
2,153,353 |
N/A |
| 3. | The Omnibus Incentive Plan Proposal: |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
164,207,516 |
14,360,681 |
6,570,990 |
88,686,198 |
| 4. | The Executive Chairman Compensation Proposal: |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
140,246,624 |
39,301,665 |
5,590,890 |
88,686,206 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
Item 7.01. Regulation FD Disclosure.
On January 20, 2026, the Company issued a press release (the “Press Release”) announcing the results of matters voted on by the Company’s stockholders at the Annual Meeting. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment (January 16, 2026). | |
| 10.1 | Bitmine Immersion Technologies, Inc. 2025 Omnibus Incentive Plan (Incorporated by reference to Annex B of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on December 9, 2025). | |
| 99.1 | Press Release (January 20, 2026). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BITMINE IMMERSION TECHNOLOGIES, INC. | ||
| Date: January 20, 2026 | By: | /s/ Chi Tsang |
| Chi Tsang | ||
| Chief Executive Officer | ||