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BITMINE IMMERSION TECHNOLOGIES, INC.

For the period ended May 31, 2025. Filed Jul 2, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2025 · Filed Jul 2, 2025

BMNR$18.08-2.8%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

During the three months ended May 31, 2025, we issued the following securities in unregistered transactions:

·61,500 shares were issued to our officers and directors for accrued compensation for 2025 services. These shares were valued at $5.78 each and are being amortized to expense quarterly on a pro rata basis. The price of $5.78 is based upon a price indicated by a recent valuation study performed on our common stock by a third-party valuation firm.
·8,500 common shares were issued to two service providers in lieu of cash. These shares were valued at $5.78 each and are being amortized to expense quarterly on a pro rata basis. The price of $5.78 is based upon a price indicated by a recent valuation study performed on our common stock by a third-party valuation firm.

The issuances of common stock described above were deemed to be exempt under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of such securities were our directors, employees or bona fide consultants. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

During the three months ended May 31, 2025, we repurchased 14 shares of a common stock for aggregate consideration of $115 as a result of the elimination of fractional shares that resulted from our 1-for-20 reverse stock split that was effective May 15, 2025.

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