UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2025, Bitmine Immersion Technologies, Inc. (the “Company”) entered into two agreements with KULR Technology Group, Inc., a Delaware corporation (the “Lessee”) relating to the lease of 3,000 ASIC miners owned by the Company.
Machine Lease Agreement
Under a Machine Lease Agreement (the “Lease”), the Company leased 3,000 ASIC miners to the Lessee for the period from May 16, 2025 to December 31, 2025 for total lease payments of $3,200,000, with $1,600,000 payable at the inception of the contract and the remainder payable through five monthly payments of $320,000 each. The first monthly payment is due July 15, 2025, and other four payments are due on the 15th day of the next four calendar months.
During the lease term, all bitcoin produced by the machines is payable to the Lessee, provided that if the Lessee fails to pay any monthly lease payment by the 20th day of the calendar month, the Company has the right to redirect bitcoin production from the miners to a wallet account of the Company until the lease payment has been satisfied, by valuing the bitcoin produced each day at the price of bitcoin at midnight Universal Time Coordinated (UTC) on that day. Under the Lease, the Company is responsible for any casualty loss of the miners, for insuring the miners against loss, for any repair or maintenance costs of the miners, for any hosting fees or electricity costs of the miners, and for any taxes assessed against the miners, including ad valorem property taxes. The Lessee is responsible for any mining pool fees charged by the mining pool in which the miners participate. The Company provided a down-time guarantee in the Lease, under which the Company is obligated to compensate the Lessee to the extent the operational down-time on any day exceeds one percent. The compensation payable by the Company is equal to the bitcoin that would have otherwise been mined by the Lessee on that day to the extent the down-time exceeds one percent, valued at the price of bitcoin at midnight UTC time on that day, less any rebates or credits received from the hosting firm of the miners that are passed through to the Lessee.
Consulting and Services Agreement
Under a Consulting and Services Agreement (the “Consulting Agreement”), the Company agreed to provide a variety of services to Lessee relating to both the miners that are subject to the Lease and with regard to bitcoin mining in general. The services provided in relation to the leased miners include: performing, or causing to be performed, all commercially reasonable and necessary services required for the leased miners to operate consistent with the performance guidelines or guarantee in the Lease; managing the relationship with hosting providers of the leased equipment, as well as other hosting providers of Lessee’s other bitcoin mining equipment; managing mining pool providers of the leased equipment, as well as other pool providers of Lessee’s other bitcoin mining equipment; coordinating on-site and off-site miner repairs as necessary; dashboard monitoring of miners (miner and network error troubleshooting); market analysis, including monitoring miner market pricing, advising on miner purchases/sales, etc.; shipping logistics importing purchased miners/exporting sold miners.
In addition, the Company agreed to provide the following treasury management services: advice on security and custody solutions; regulatory and compliance expertise based on Company’s experience, including GAAP revenue guidance and disclosure obligations; risk management and hedging strategies; techniques and strategies to maximize bitcoin exposure as a public company; customized treasury solutions; and proactive volatility management.
The Lessee agreed to pay the Company $800,000 of compensation under the Consulting Agreement, of which $400,000 is payable on or before May 16, 2025, and the remaining $400,000 is payable in five monthly payments of $80,000 each beginning on July 15, 2025, and continuing on the 15th day of the next four calendar months. The term of the Consulting Agreement is from May 16, 2025 to May 15, 2026. In the event the Consulting Agreement is terminated by the Company without cause or by the Lessee for cause, the Company is obligated to refund the unearned portion of any consulting fees that have been paid, but in no event more than 50% of the amount of consulting fees actually paid.
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Item 7.01 Regulation FD Disclosure.
On May 19, 2025, the Company issued a press release announcing the execution of the Lease and the Consulting Agreement, as well as the launch of its bitcoin treasury advisory practice. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
| Item No. | Description | |
| 99.1 | Press Release dated May 19, 2025 | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bitmine Immersion Technologies, Inc. | ||
| Dated: May 20, 2025 | By: | /s/ Jonathan Bates |
| Name: | Jonathan Bates | |
| Title: | Chief Executive Officer | |
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