Company Overview - BitMine has surpassed $1 billion in Ethereum holdings, exceeding the initial $250 million private placement proceeds by over 300% [1][2] - The company aims to acquire and stake 5% of the overall ETH supply, indicating a strong commitment to Ethereum's long-term value [2][3] - BitMine's business model includes Bitcoin mining, synthetic Bitcoin mining, and advisory services related to Bitcoin and Ethereum [3] Financial Performance - As of July 17, 2025, BitMine's ETH holdings total 300,657 at a price of $3,461.89 per ETH [1] - The company holds 60,000 ETH through in-the-money options, representing approximately $200 million in notional value, backed by an equal amount of unencumbered cash [5] Strategic Goals - The company is focused on increasing ETH held per share through reinvestment of cash flows, capital markets activities, and staking yield [2] - BitMine's Ethereum treasury strategy is designed to strengthen the broader Ethereum ecosystem [1][3]

Stakeholder Disclosure - Peter Thiel disclosed a 9.1% stake in Tom Lee's BitMine (BMNR) [1] Market Reaction - BMNR stock price increased by 12% after hours following the disclosure [1]

Core Insights - BitMine has surpassed $500 million in Ethereum (ETH) holdings, exceeding the initial $250 million raised through a private placement by over 100% [1][2] - The company's current ETH holdings total 163,142 at a price of $3,072.67 per ETH [1] - The strategy aims to strengthen the broader Ethereum ecosystem and increase the company's stake in the Ethereum network [2][3] Company Strategy - The CEO of BitMine expressed satisfaction with the significant addition to the ETH treasury just three days after closing the private placement [3] - The company aims to increase ETH held per share through reinvestment of cash flows, capital markets activities, and staking yield [3] - BitMine's approach is compared to other companies like Microstrategy, which has benefited from large Bitcoin holdings, suggesting a similar potential for ETH treasuries [4] Business Operations - BitMine focuses on long-term investment in Bitcoin and Ethereum, with operations in low-cost energy regions [5] - The company engages in Bitcoin mining, synthetic Bitcoin mining, and advisory services related to Bitcoin [5]

Core Viewpoint - BitMine has successfully closed a $250 million private placement to adopt Ethereum (ETH) as its primary treasury reserve asset, aiming to strengthen the Ethereum ecosystem [1][2]. Group 1: Private Placement Details - The private placement was funded through a combination of cash and cryptocurrency, with participation from notable investors such as Founders Fund, Pantera, and Kraken [1]. - The proceeds will be used to purchase ETH, allowing BitMine to implement its Ethereum treasury strategy while maintaining core business operations [2]. Group 2: Ethereum Treasury Strategy - BitMine's strategy involves increasing the amount of ETH held per share and leveraging the value of ETH through reinvestment and capital market activities [3]. - The company aims to contribute to Ethereum's economic security by staking a growing share of ETH, which is expected to attract institutional capital and enhance demand for ETH [3]. Group 3: Market Context - The stablecoin market is projected to grow to $2 trillion, with Ethereum being the primary blockchain for stablecoin transactions, positioning BitMine to benefit from this growth [2]. - The adoption of stablecoins by consumers and financial services providers underscores the relevance of Ethereum in the current market landscape [2]. Group 4: Company Overview - BitMine focuses on accumulating cryptocurrencies for long-term investment, with operations in Bitcoin mining and advisory services related to Bitcoin [7]. - The company operates in low-cost energy regions, enhancing its operational efficiency [7].

[Part I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited interim financial statements reflect a reverse stock split, new accounting standards, and new revenue streams [Balance Sheets](index=7&type=section&id=Balance%20Sheets) Total assets grew to $8.27 million while total liabilities increased to $5.39 million, resulting in decreased stockholders' equity Balance Sheet Summary (as of May 31, 2025 vs. August 31, 2024) | Account | May 31, 2025 (Unaudited) | August 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,265,816** | **$7,283,529** | | Cash and cash equivalents | $1,473,501 | $499,270 | | Cryptocurrency | $173,916 | $14,966 | | Fixed assets, net | $2,113,258 | $1,699,744 | | Fixed assets - not in service | $3,089,565 | $3,071,565 | | **Total Liabilities** | **$5,387,860** | **$3,195,530** | | Customer advances | $1,804,546 | $703,500 | | Loans payable-related party | $1,875,000 | $1,625,000 | | **Total Stockholders' Equity** | **$2,877,956** | **$4,087,999** | [Statements of Operations](index=8&type=section&id=Statements%20of%20Operations) Revenue grew to $4.77 million, but a non-cash deemed dividend widened the net loss attributable to common stockholders to $5.72 million Statement of Operations Summary (Nine Months Ended May 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $4,770,110 | $2,627,913 | | Revenue from self-mining | $2,814,133 | $2,378,507 | | Revenue from leasing | $1,074,561 | $– | | Gross Profit | $915,794 | $649,391 | | Loss from Operations | $(2,265,594) | $(1,787,010) | | Net Loss | $(2,754,391) | $(2,478,632) | | Deemed dividend on Series A Preferred Stock | $(2,960,648) | $– | | Net loss attributable to common stockholders | $(5,715,039) | $(2,478,632) | | Basic and diluted (loss) per common share | $(2.62) | $(0.99) | [Statements of Cash Flows](index=11&type=section&id=Statements%20of%20Cash%20Flows) Net cash from operations improved significantly to $1.37 million, leading to a $0.97 million increase in total cash and equivalents Cash Flow Summary (Nine Months Ended May 31) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,365,868 | $(247,017) | | Net cash (used in) investing activities | $(18,000) | $(67,526) | | Net cash provided by (used in) financing activities | $(373,637) | $325,000 | | **Net increase in cash and cash equivalents** | **$974,231** | **$10,457** | | **Cash and cash equivalents at end of period** | **$1,473,501** | **$281,004** | [Notes to the Unaudited Interim Financial Statements](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Statements) Notes detail a reverse stock split, new MaaS revenue, a deemed dividend, and significant subsequent events including a public offering - On May 15, 2025, the company executed a **1-for-20 reverse stock split** of its common stock to meet listing requirements for a national securities exchange[35](index=35&type=chunk)[122](index=122&type=chunk) - The company early adopted ASC 350-60 on September 1, 2024, requiring **bitcoin holdings to be measured at fair value** each reporting period, with changes recorded in net income[70](index=70&type=chunk)[87](index=87&type=chunk) - New Mining-as-a-Service (MaaS), leasing, and consulting revenue streams were introduced, primarily through agreements with KULR Technology Group, Inc., generating **$1,074,561 in lease revenue** and **$35,068 in consulting revenue** in Q3 2025[60](index=60&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - A reduction in the Series A Preferred stock conversion price from $11.50 to $4.00 per share resulted in a **one-time, non-cash deemed dividend charge of $2,960,648**[133](index=133&type=chunk)[248](index=248&type=chunk) - Subsequent to the quarter-end, the company closed a public offering with **net proceeds of $16.15 million**, listed on the NYSE American, and announced a planned **$250 million private placement** to establish an Ethereum (ETH) treasury[157](index=157&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth, a widened net loss, and significant post-quarter liquidity events including a public offering [Overview](index=35&type=section&id=Overview) The company's strategy focuses on bitcoin accumulation and an expanded Mining-as-a-Service (MaaS) business model - The core business strategy involves **accumulating bitcoin for long-term investment** through mining and direct purchases, funded by equity and debt financing[173](index=173&type=chunk) - The company has expanded into a **Mining-as-a-Service (MaaS) model**, offering hardware sales/leasing, operational management, and financial/compliance support[177](index=177&type=chunk) - As of May 31, 2025, the company had a total of **3,790 ASIC miners**, with 3,392 installed and operational across sites in Trinidad and Texas[195](index=195&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Revenue grew 81.5% to $4.77 million, while a $2.96 million deemed dividend drove a significant increase in net loss Revenue Comparison (Nine Months Ended May 31) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Self-mining | $2,814,133 | $2,378,507 | | Leasing | $1,074,561 | $– | | Sale of mining equipment | $846,347 | $210,662 | | Consulting | $35,068 | $– | | Hosting | $– | $38,743 | | **Total Revenue** | **$4,770,110** | **$2,627,913** | Operating Expenses Comparison (Nine Months Ended May 31) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Officers compensation | $1,109,148 | $630,829 | | Employee shareholder compensation | $541,251 | $383,304 | | Professional fees | $536,670 | $420,124 | | **Total Operating Expenses** | **$3,181,387** | **$2,436,401** | - The net loss for the nine months ended May 31, 2025, was significantly impacted by a **$2,960,648 deemed dividend charge** resulting from the repricing of Series A Convertible Preferred Stock[133](index=133&type=chunk)[248](index=248&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity was significantly enhanced post-quarter by a $16.15 million public offering and debt restructuring - In June 2025, the company closed a public offering, raising **net proceeds of $16,150,000**, and listed its common stock on the NYSE American exchange[157](index=157&type=chunk)[252](index=252&type=chunk) - Debt owed to related party IDI was settled post-quarter end by converting it into a **new $1M term loan**, a **$600k asset swap**, and the remainder into **99,523 shares of common stock**[165](index=165&type=chunk)[253](index=253&type=chunk)[255](index=255&type=chunk) - The company entered into an agreement for a private placement to raise approximately **$250 million to implement an Ethereum (ETH) treasury strategy**, making ETH its primary treasury reserve asset[169](index=169&type=chunk)[254](index=254&type=chunk) Cash Flow Summary (Nine Months Ended May 31) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,365,868 | $(247,017) | | Net cash used in investing activities | $(18,000) | $(67,526) | | Net cash provided by (used in) financing activities | $(373,637) | $325,000 | | **Net increase in cash** | **$974,231** | **$10,457** | [Quantitative and Qualitative Disclosures about Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, this disclosure is not required - The company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[266](index=266&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The Principal Executive Officer and Principal Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of May 31, 2025[267](index=267&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter ended May 31, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[268](index=268&type=chunk) [Part II – OTHER INFORMATION](index=51&type=section&id=Part%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any threatened or pending litigation - The company is **not currently a party** to any known threatened or pending legal proceedings[270](index=270&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this disclosure is not required - The company is a **smaller reporting company** and is not required to provide risk factor disclosures in its Form 10-Q[271](index=271&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 70,000 unregistered shares for services, exempt under Section 4(a)(2) of the Securities Act - Issued **61,500 shares** to officers and directors for accrued 2025 services, valued at $5.78 per share[277](index=277&type=chunk) - Issued **8,500 shares** to two service providers in lieu of cash, valued at $5.78 per share[277](index=277&type=chunk) - All unregistered sales were deemed **exempt under Section 4(a)(2)** of the Securities Act[272](index=272&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[274](index=274&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[275](index=275&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a **Rule 10b5-1 trading arrangement** during the quarter[276](index=276&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications under **Sarbanes-Oxley Sections 302 and 906**, and all required Inline XBRL documents[279](index=279&type=chunk)

Company Overview - BitMine Immersion Technologies, Inc. is focused on the accumulation of Bitcoin for long-term investment through its Bitcoin mining operations and capital raising transactions [1][2] - The company operates in low-cost energy regions including Trinidad, Pecos, Texas, and Silverton, Texas [2] Recent Developments - BitMine announced the purchase of 100 Bitcoin for its Bitcoin Treasury business line, funded by its recent common stock offering that closed on June 6, 2025 [1] - CEO Jonathan Bates expressed excitement about the first open market purchase of Bitcoin and indicated plans for more purchases in the future [2]

Part I [Item 1. Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) Unaudited interim financial statements for Bitmine Immersion Technologies, Inc. are presented, covering Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, with detailed accounting notes [Financial Statements](index=7&type=section&id=Financial%20Statements) Financial statements show total assets increased to **$7.5 million** and liabilities to **$4.6 million**; revenue grew to **$2.7 million**, but net loss widened to **$5.1 million** due to a deemed dividend, with cash slightly decreasing Balance Sheet Summary (Unaudited) | Account | Feb 28, 2025 ($) | Aug 31, 2024 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | 482,951 | 499,270 | | Total current assets | 1,148,553 | 1,563,679 | | Total assets | 7,500,676 | 7,283,529 | | Total current liabilities | 4,597,248 | 3,130,885 | | Total liabilities | 4,647,527 | 3,195,530 | | Total stockholders' equity | 2,853,149 | 4,087,999 | Statement of Operations Summary (Unaudited, Six Months Ended) | Metric | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Total revenue | 2,718,252 | 1,402,921 | | Gross profit | 424,922 | 427,704 | | Loss from operations | (1,797,641) | (1,258,591) | | Net loss | (2,131,629) | (1,830,522) | | Deemed dividend on Series A Preferred Stock | (2,960,648) | 0 | | Net loss attributable to common stockholders | (5,092,277) | (1,830,522) | | Basic and diluted (loss) per common share | (0.12) | (0.04) | Statement of Cash Flows Summary (Unaudited, Six Months Ended) | Cash Flow Activity | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Net cash (used in) operating activities | (310,144) | (204,304) | | Net cash (used in) investing activities | (18,000) | (48,946) | | Net cash provided by financing activities | 311,825 | 325,000 | | Net (decrease) increase in cash | (16,319) | 71,749 | [Notes to the Unaudited Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Statements) Notes detail key financial events and accounting policies, including early adoption of ASC 350-60 for crypto assets, a Hash Rate Sale Agreement, related-party transactions, a **$2.96 million** non-cash deemed dividend, and the non-renewal of a key hosting contract - The company's primary business is creating hosting centers for bitcoin mining computers, utilizing immersion cooling technology, and mining bitcoin for its own account[26](index=26&type=chunk)[27](index=27&type=chunk) - The company elected to early adopt ASC 350-60, which requires crypto assets to be measured at fair value with changes recorded in net income, resulting in a **$0** cumulative-effect change upon adoption on September 1, 2024[75](index=75&type=chunk) Revenue Disaggregation (Six Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Sale of mining equipment | 717,147 | 190,192 | | Hosting | 0 | 21,980 | | Self-mining | 2,001,105 | 1,190,749 | | **Total Revenue** | **2,718,252** | **1,402,921** | - As of February 28, 2025, the company had **$3,228,600** in fixed assets not yet in service, primarily consisting of transformers, immersion containers, and ASIC miners[80](index=80&type=chunk)[81](index=81&type=chunk) - A note receivable from the ROC Digital joint venture is in default, leading the company to write down its value to an estimated net realizable value of **$468,056** and record a bad debt expense of **$124,815**[87](index=87&type=chunk)[175](index=175&type=chunk) - The company relies on a line of credit from IDI, a related party controlled by the CEO and CFO, with an outstanding principal of **$1,875,000** and interest of **$444,540** as of February 28, 2025[89](index=89&type=chunk)[90](index=90&type=chunk) - The issuance of Series B Preferred Stock triggered an anti-dilution provision, lowering the conversion price of Series A Preferred Stock, which resulted in a non-cash deemed dividend charge of **$2,960,648**[108](index=108&type=chunk) - Subsequent to the quarter end, a key hosting agreement with Soluna SW, LLC for **1,095** ASIC miners was not renewed, requiring the company to find an alternative solution for these miners[133](index=133&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's digital asset mining and hosting operations, highlighting revenue growth from self-mining, increased operating costs, a substantial net loss due to a deemed dividend, and tight liquidity reliant on related-party debt, with plans for a public offering [Overview and Operations](index=29&type=section&id=MD%26A%20-%20Overview%20and%20Operations) The company's business focuses on bitcoin self-mining and hosting using immersion cooling, driven by bitcoin price and network difficulty, with operations across Trinidad, Texas, and Kentucky, totaling **4,640** miners, of which **4,204** are operational - The company's business is building industrial-scale digital asset mining, equipment sales, and hosting operations, with a focus on immersion cooling to reduce energy costs and extend equipment life[135](index=135&type=chunk)[136](index=136&type=chunk) Key Bitcoin Mining Metrics (Change from Aug 31, 2024 to Feb 28, 2025) | Metric | Feb 28, 2025 | Aug 31, 2024 | Percent Change | | :--- | :--- | :--- | :--- | | Network hash rate (EH/s) | 797.818 | 620.355 | 28.61% | | Difficulty index (trillion) | 110.57 | 89.47 | 23.58% | | Bitcoin market price ($) | 84,705.63 | 58,969.90 | 43.64% | ASIC Miner Inventory Summary (as of Feb 28, 2025) | Site | Present | Installed | Immersion/Air-cooled | | :--- | :--- | :--- | :--- | | Trinidad | 500 | 367 | Immersion | | Pecos, Texas | 145 | 145 | Immersion | | Murray, Kentucky | 1,095 | 1,095 | Air Cooled | | Silverton, TX | 2,900 | 2,597 | Air Cooled | | **Total** | **4,640** | **4,204** | | [Results of Operations](index=32&type=section&id=MD%26A%20-%20Results%20of%20Operations) Revenue for the six months ended Feb 28, 2025, increased **94%** to **$2.7 million**, driven by self-mining and equipment sales, but operating expenses rose **32%** to **$2.2 million**, leading to a net loss of **$5.1 million** due to a **$2.96 million** deemed dividend Revenue Comparison (Three Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Self-mining | 1,517,422 | 861,026 | | Equipment Sales | 0 | 20,471 | | Hosting | 0 | 10,116 | | **Total Revenue** | **1,517,422** | **891,613** | Revenue Comparison (Six Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Self-mining | 2,001,105 | 1,190,749 | | Equipment Sales | 717,147 | 190,192 | | Hosting | 0 | 21,980 | | **Total Revenue** | **2,718,252** | **1,402,921** | - Operating expenses for the six months ended Feb 28, 2025, increased to **$2.22 million** from **$1.69 million** year-over-year, primarily due to a **109%** increase in officers' compensation and a **377%** increase in directors' compensation, largely from new stock and cash accruals[199](index=199&type=chunk)[200](index=200&type=chunk) - The net loss attributable to common stockholders for the six months ended Feb 28, 2025, was **$5,092,277**, which included a one-time, non-cash deemed dividend charge of **$2,960,648** related to the repricing of Series A Preferred Stock[204](index=204&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=MD%26A%20-%20Liquidity%20and%20Capital%20Resources) With **$482,951** cash, the company relies on related-party debt and equipment financing, pursuing a public offering and reverse stock split for national exchange listing, while management believes current liquidity is sufficient for 12 months but additional capital is needed for growth - As of February 28, 2025, the company had **$482,951** in cash and is primarily funded by related-party loans and equipment financing[206](index=206&type=chunk) - The company has engaged ThinkEquity LLC for a best-efforts firm underwritten public offering and is planning a reverse stock split to list on a national exchange (NYSE Amex or NASDAQ)[208](index=208&type=chunk)[209](index=209&type=chunk) - An agreement is in place with related-party lender IDI to restructure its debt upon a successful public offering, involving conversion to a term loan, an exchange for a note receivable, and conversion of the balance to common stock[210](index=210&type=chunk)[213](index=213&type=chunk) - Management believes it has sufficient liquidity for the next 12 months but will need additional capital to expand its business and pay market compensation to officers[211](index=211&type=chunk)[212](index=212&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Bitmine Immersion Technologies, Inc. is exempt from providing market risk disclosures - The company is a smaller reporting company and is not required to provide the information called for by this Item[221](index=221&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective as of February 28, 2025, with no material changes in internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of February 28, 2025[222](index=222&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended February 28, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[223](index=223&type=chunk) Part II – OTHER INFORMATION [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company's officers and directors are unaware of any threatened or pending litigation - Officers and directors are not aware of any threatened or pending litigation to which the company is a party[225](index=225&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Bitmine Immersion Technologies, Inc. is exempt from providing risk factor disclosures - The company is a smaller reporting company and is not required to provide the information under this item[226](index=226&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not issue any securities in unregistered transactions during the three months ended February 28, 2025 - During the three months ended February 28, 2025, the company did not issue any securities in unregistered transactions[227](index=227&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[228](index=228&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[229](index=229&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - During the three months ended February 28, 2025, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement[230](index=230&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The exhibits filed with the report include officer certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and various Inline XBRL documents[232](index=232&type=chunk)

[First Fiscal Quarter 2025 Financial Results Overview](index=1&type=section&id=First%20Fiscal%20Quarter%202025%20Financial%20Results%20Overview) BitMine's Q1 FY2025 saw 135% revenue growth to $1,200,830, with a GAAP net loss of $(3,935,386) due to a deemed dividend [Condensed Statements of Operations (GAAP & Non-GAAP)](index=1&type=section&id=Condensed%20Statements%20of%20Operations%20(GAAP%20%26%20Non-GAAP)) BitMine's Q1 FY2025 GAAP statements show $1,200,830 total revenue (up 135%) and a $(3,935,386) net loss due to a deemed dividend | Metric | Three months ended Nov 30, 2024 (GAAP) ($) | Three months ended Nov 30, 2023 (GAAP) ($) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Revenue from sale of mining equipment | $717,147 | $169,721 | | Revenue from hosting | – | $11,864 | | Revenue from self-mining | $483,683 | $329,723 | | Total revenue | $1,200,830 | $511,308 | | Total operating expenses | $1,004,224 | $715,962 | | Loss from operations | $(884,018) | $(611,880) | | Other income (expense), net | $(90,720) | $(317,990) | | Net loss | $(974,738) | $(929,870) | | Deemed dividend on Series A Preferred Stock | $(2,960,648) | – | | Net loss attributable to common stockholders | $(3,935,386) | $(929,870) | | Basic and diluted (loss) per common share | $(0.08) | $(0.02) | | Weighted-average common shares outstanding | 47,422,058 | 49,748,705 | [GAAP Financial Highlights](index=2&type=section&id=GAAP%20Financial%20Highlights) Q1 FY2025 GAAP highlights show 135% revenue growth to $1,200,830, 4,640 owned miners, and a $(3,935,386) net loss | Metric | Q1 FY2025 ($) | Q1 FY2024 ($) | Change (YoY) | | :----- | :-------- | :-------- | :----------- | | Revenue | $1,200,830 | $511,308 | +135% | - As of November 30, 2024, BitMine owned **4,640 miners**, a significant increase from **1,606 owned miners** as of November 30, 2023[3](index=3&type=chunk) | Metric | Q1 FY2025 ($) | Q1 FY2024 ($) | | :-------------------------- | :-------- | :-------- | | Cash (used in) operating activities | $(95,934) | $(45,290) | - Net loss attributable to common shareholders increased to **$3,935,386** in Q1 FY2025 from **$929,870** in Q1 FY2024, primarily due to a one-time non-cash deemed dividend of **$2,960,648** on Series A Preferred stock[3](index=3&type=chunk) - Basic and diluted loss per common share was **$(0.08)** in Q1 FY2025, compared to **$(0.02)** in Q1 FY2024[4](index=4&type=chunk) [Non-GAAP Financial Highlights and Definitions](index=2&type=section&id=Non-GAAP%20Financial%20Highlights%20and%20Definitions) Q1 FY2025 non-GAAP results, adjusted for a deemed dividend, show an adjusted net loss of $(974,738) and $(0.02) adjusted loss per share - Adjusted net loss attributable to common shareholders is defined as GAAP net loss attributable to common shareholders minus **$2,960,648** in deemed dividends attributable to Series A Convertible Preferred Stock[5](index=5&type=chunk) - Adjusted basic and diluted loss per common share is defined as GAAP basic and diluted loss per common share minus deemed dividends attributable to Series A Convertible Preferred Stock[5](index=5&type=chunk) | Metric | Q1 FY2025 (Adjusted) ($) | Q1 FY2024 (Adjusted) ($) | | :------------------------------------- | :------------------- | :------------------- | | Adjusted net loss attributable to common shareholders | $974,738 | $929,870 | | Adjusted basic and diluted loss per common share | $(0.02) | $(0.02) | [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Jonathan Bates highlighted revenue growth, cost-effective operations nearing cash flow breakeven, and successful miner deployment - BitMine continues to grow revenue while maintaining a cost structure that leverages overhead and is close to breakeven on a cash flow basis[7](index=7&type=chunk) - The company substantially increased the number of miners in the field despite the halving of Bitcoin rewards and consistent Bitcoin network difficulty increases[7](index=7&type=chunk) - Management attributes success to the team's work ethic and willingness to pursue creative approaches to financing the mining fleet, distinguishing BitMine from peers[7](index=7&type=chunk) [Operational Update](index=2&type=section&id=Operational%20Update) BitMine expanded mining capacity with 3,000 new miners in Q1 FY2025, expecting to triple self-mining revenue upon full deployment - BitMine purchased **3,000 additional miners** during Q1 FY2025, with approximately **2,600 installed** in a Silverton, Texas hosting facility throughout December[8](index=8&type=chunk) - Approximately **400 of the 3,000 new miners** experienced operational issues, are under warranty, and are currently being replaced, with full hashing expected in the coming weeks[8](index=8&type=chunk) - This added mining capacity is expected to approximately **triple self-mining revenue** once fully installed[8](index=8&type=chunk) [About Bitmine Immersion Technologies, Inc.](index=3&type=section&id=About%20Bitmine%20Immersion%20Technologies%2C%20Inc.) BitMine is a technology company focused on Bitcoin mining using immersion technology for efficiency, lower costs, and environmental benefits - BitMine is a technology company focused on Bitcoin mining using immersion technology, an advanced cooling technique where computers are submerged in specialized oil[9](index=9&type=chunk) - Immersion technology is more environmentally friendly, lowers operating expenses, and increases yield compared to conventional mining methods[9](index=9&type=chunk) - BitMine's operations are strategically located in low-cost energy regions including Trinidad, Pecos (Texas), Silverton (Texas), and Murray (Kentucky)[9](index=9&type=chunk) [Additional Information](index=3&type=section&id=Additional%20Information) This section provides standard disclosures regarding forward-looking statements and company contact information [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section contains standard forward-looking statements, subject to risks and uncertainties, with no obligation to update unless legally required - This press release contains forward-looking statements that involve risks and uncertainties, and actual future performance may differ materially from those expressed[10](index=10&type=chunk) - Forward-looking statements are subject to numerous conditions beyond BitMine's control, including those detailed in the Risk Factors section of the company's Annual Report on Form 10-K filed with the SEC, and BitMine undertakes no obligation to update these statements except as required by law[10](index=10&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) Contact information for BitMine Immersion Technologies, Inc. is provided, with Jonathan Bates as Chairman and CEO - For more information, contact Jonathan Bates, Chairman and CEO, via info@bitminetech.io or visit https://www.bitminetech.io[11](index=11&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) | Del ...

Table of Contents ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. | Delaware | 84-3986354 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | 10845 G ...