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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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 7.01 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Mutual Termination Agreement, effective September 3, 2026, by and between BMNR Subsidiary One, LLC and Ethereum Tower LLC. | |
| 99.1 | Press Release, dated September 8, 2026. | |
| 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: September 8, 2026 | By: | /s/ Young Kim |
| Name: | Young Kim | |
| Title: | Chief Financial Officer and Chief Operating Officer | |