# Bitmine Immersion Technologies Announces Pricing of Upsized Series A Perpetual Preferred Stock Offering

- Link: https://www.thailand-business-news.com/pr-news/bitmine-immersion-technologies-announces-pricing-of-upsized-series-a-perpetual-preferred-stock-offering
- Published: 2026-06-05T19:30:00+07:00
- Author: PR Newswire

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NORWALK, Conn., June 5, 2026 /PRNewswire/ — Bitmine Immersion Technologies, Inc.(
NYSE: BMNR) (the "Company") today announced the pricing of its upsized offering (
the "offering") registered under the Securities Act of 1933, as amended (the "Securities
Act"), on June 4, 2026 of 3,500,000 shares of 9.50% Series A Perpetual Preferred
Stock (the "Series A Preferred Stock"), at a public offering price of $80.00 per
share. This reflects an upsizing of the previously announced offering of 3,000,000
shares of Series A Preferred Stock. The issuance and sale of the Series A Preferred
Stock are scheduled to settle on June 10, 2026, subject to customary closing conditions.

The Company estimates that the net proceeds it will receive from the offering will
be approximately $273.8 million, after deducting the underwriting discounts and 
commissions and the Company’s estimated offering expenses. The Company intends to
use the net proceeds from the offering for general corporate purposes, which may
include the acquisition of additional ETH and other digital assets, the expansion
of the Company’s staking and validator infrastructure, including through MAVAN; 
working capital; strategic investments aligned with the Ethereum ecosystem and broader
digital asset adoption; and/or repurchases of the Company’s common stock under its
share repurchase program.

The Series A Preferred Stock will accumulate cumulative dividends at a fixed rate
of 9.50% per annum on the stated amount, which is $100 per share of Series A Preferred
Stock, regardless of whether or not declared or funds are legally available for 
their payment (the "stated amount"). Regular dividends on the Series A Preferred
Stock will be payable when, as and if declared by the Company’s board of directors,
out of funds legally available for their payment, weekly in arrears; provided that
the Company may in the future elect, in its sole discretion, to pay regular dividends
more frequently. Declared regular dividends on the Series A Preferred Stock will
be payable solely in cash. In the event that any accumulated regular dividend on
the Series A Preferred Stock is not paid on the applicable regular dividend payment
date, then additional regular dividends ("compounded dividends") will accumulate
on the amount of such unpaid regular dividend, compounded weekly at the compounded
dividend rate. The Company will have the flexibility to elect to increase the payment
frequency of regular dividends to be more often than weekly and, in the event that
the Company so elects, the additional dividend rate increase per regular dividend
period will be proportionately reduced to reflect such shorter regular dividend 
period such that the maximum aggregate additional dividend rate increase per annum
is 260 basis points.

The compounded dividend rate applicable to any unpaid regular dividend that was 
due on a regular dividend payment date will initially be a rate per annum equal 
to 9.50% plus 5 basis points (based on a weekly regular dividend period); provided,
however, that, until such regular dividend, together with compounded dividends thereon,
is paid in full, such compounded dividend rate will increase by 5 basis points per
annum (based on a weekly regular dividend period) for each subsequent regular dividend
period, up to a maximum dividend rate of 15% per annum.

The Company will have the right, at its election, to redeem the Series A Preferred
Stock, in whole or in part, at any time, or from time to time, for cash as follows:(
i) from the original issue date until eighteen (18) months after the original issue
date, at a redemption price equal to 110% of the stated amount per share; (ii) from
eighteen (18) months to three (3) years after the original issue date, at a redemption
price equal to 105% of the stated amount per share; and (iii) after three (3) years
following the original issue date, at a redemption price equal to 100% of the stated
amount per share; plus, in each case, accumulated and unpaid dividends thereon to,
but excluding, the redemption date.

In addition, the Company will have the right to redeem all, but not less than all,
of the Series A Preferred Stock if the total number of shares of all Series A Preferred
Stock then outstanding is less than 25% of the total number of shares of Series 
A Preferred Stock originally issued in the offering and in any future offering taken
together. The Company will also have the right to redeem all, but not less than 
all, of the Series A Preferred Stock if certain tax events occur. The redemption
price for any Series A Preferred Stock to be redeemed in connection with a clean-
up call or tax event will be a cash amount equal to the liquidation preference of
the Series A Preferred Stock to be redeemed as of the business day before the date
on which the Company sends the related redemption notice, plus accumulated and unpaid
regular dividends to, but excluding, the redemption date.

If an event that constitutes a "fundamental change" under the certificate of designations
governing the Series A Preferred Stock occurs, then holders of the Series A Preferred
Stock will have the right to require the Company to repurchase some or all of their
shares of Series A Preferred Stock at a cash repurchase price equal to the stated
amount of the Series A Preferred Stock to be repurchased, plus accumulated and unpaid
regular dividends, if any, to, but excluding, the fundamental change repurchase 
date.

The liquidation preference of the Series A Preferred Stock shall initially be $100
per share. Effective immediately after the close of business on each business day
after the initial issue date (and, if applicable, during the course of a business
day on which any sale transaction to be settled by the issuance of Series A Preferred
Stock is executed, from the exact time of the first such sale transaction during
such business day until the close of business of such business day), the liquidation
preference per share of Series A Preferred Stock will be adjusted to be the greatest
of (i) the stated amount per share of Series A Preferred Stock; (ii) in the case
of any business day with respect to which the Company has, on such business day 
or any business day during the ten (10) trading day period preceding such business
day, executed any sale transaction to be settled by the issuance of Series A Preferred
Stock, an amount equal to the last reported sale price per share of Series A Preferred
Stock on the trading day immediately before such business day; and (iii) the arithmetic
average of the last reported sale prices per share of Series A Preferred Stock for
each trading day of the ten (10) consecutive trading days immediately preceding 
such business day; provided, however, that, if applicable, the reference in (iii)
to ten (10) will be replaced by such lesser number of trading days as have elapsed
during the period from, and including, the initial issue date to, but excluding,
such business day. However, the liquidation preference will not be adjusted to an
amount that is less than $100 per share.

The Company has applied to list the Series A Preferred Stock on The New York Stock
Exchange under the symbol "BMNP." If the listing is approved, the Company expects
trading to commence within 30 days after the date the Series A Preferred Stock is
first issued.

Moelis & Company and Cantor are acting as joint lead bookrunners for the offering.

The offering is being made pursuant to an effective shelf registration statement
on Form S-3 (File No. 333-288579), filed with the Securities and Exchange Commission(
the "SEC") on July 9, 2025 (the "Registration Statement"). The offering will be 
made only by means of a prospectus supplement and an accompanying prospectus included
in the Registration Statement. An electronic copy of the preliminary prospectus 
supplement, together with the accompanying prospectus, is available on the SEC’s
website at [www.sec.gov](http://www.sec.gov). Alternatively, copies of the preliminary
prospectus supplement, together with the accompanying prospectus, can be obtained
by contacting: Moelis & Company LLC, 399 Park Avenue 4th Floor, New York, NY 10022,
by phone: 1-800-539-9413, or Cantor Fitzgerald & Co., Attention: Capital Markets,
110 East 59th Street, New York, NY 10022, by phone: 1-212-938-5000, or by email:
[prospectus@cantor.com](https://www.thailand-business-news.com/pr-news/prospectus@cantor.com).
**
This press release does not constitute an offer to sell, or the solicitation of 
an offer to buy, any securities referred to in this press release, nor will there
be any sale of any such securities, in any state or other jurisdiction in which 
such offer, sale or solicitation would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.**

**About Bitmine Immersion Technologies**

Bitmine Immersion Technologies, Inc. (NYSE: BMNR) is a Bitcoin miner with operations
in the US. The company is deploying its excess capital to be the leading Ethereum
Treasury company in the world, implementing an innovative digital asset strategy
for institutional investors and public market participants. Guided by its philosophy
of "the alchemy of 5%," the Company is committed to ETH as its primary treasury 
reserve asset, leveraging native protocol-level activities including staking and
decentralized finance mechanisms. The Company launched MAVAN (Made-in America VAlidator
Network), a dedicated staking infrastructure for the Company assets, in 2026.

**Forward-Looking Statements**

This press release contains statements that constitute "forward-looking statements."
The statements in this press release that are not purely historical are forward-
looking statements which involve risks and uncertainties. Statements in this press
release about future expectations, plans, and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute "forward-looking
statements" within the meaning of The Private Securities Litigation Reform Act of
1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect,""
intend," "may," "plan," "potential," "predict," "project," "should," "target," "
will," "would," and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying
words. These statements include, but are not limited to, statements relating to 
the size and timing of the offering, the anticipated use of any proceeds from the
offering, the terms of the securities being offered, the payment of dividends, and
the expected listing of the Series A Preferred Stock on the NYSE. In evaluating 
these forward-looking statements, you should consider various factors, including:
the Company’s ability to keep pace with new technology and changing market needs;
the Company’s ability to finance its current business, Ethereum treasury operations,
and proposed future business; the competitive environment of the Company’s business;
market conditions affecting the trading price of the Company’s common stock; regulatory
developments affecting digital assets, including the ultimate enactment and implementation
of pending legislation and SEC initiatives; the volatility and unpredictability 
of digital asset prices; and the future value of Bitcoin and Ethereum. Actual results
and future performance outcomes and results may differ materially from those expressed
in forward-looking statements. Forward-looking statements are subject to numerous
conditions, many of which are beyond the Company’s control, including those set 
forth in the Risk Factors section of the Company’s Form 10-K filed with the SEC 
on November 21, 2025, as well as all other SEC filings, as amended or updated from
time to time. Copies of the Company’s filings with the SEC are available on the 
SEC’s website at [www.sec.gov](http://www.sec.gov). Any forward-looking statements
contained in this press release speak only as of the date hereof, and the Company
specifically disclaims any obligation to update any forward-looking statement, whether
as a result of new information, future events, or otherwise, except as required 
by law.

 

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