[8-K] BitMine Immersion Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Deutsche Bank AG is offering $3.0 million of 5.00% Fixed-Rate Callable Senior Debt Funding Notes maturing on 29 June 2029. The notes are issued at 100% of principal (minimum 99.65% for certain institutional or fee-based accounts) in minimum denominations of $1,000. Interest is paid annually in arrears each 30 June, calculated on a 30/360 basis. The bank may, at its sole discretion and subject to regulatory approval, redeem the notes at par in whole (not in part) on any semi-annual Optional Redemption Date beginning 30 June 2026 and ending 30 December 2028.

The securities are unsecured, unsubordinated senior preferred obligations intended to qualify as eligible liabilities for the EU Minimum Requirement for Own Funds and Eligible Liabilities (MREL). They are not FDIC-insured and carry typical Deutsche Bank credit risk. As bail-in eligible instruments, holders explicitly consent to possible Resolution Measures under EU/ German banking law, including write-down to zero or conversion into equity should the Single Resolution Board deem the bank non-viable.

Key economics

• Issue/Settlement dates: 26 June 2025 / 30 June 2025
• Principal amount: $3,000,000
• Gross proceeds to issuer: $2,994,000 after 0.35% maximum selling concession ($3.50 per note)
• CUSIP/ISIN: 25161FJF6 / US25161FJF62
• No stock-exchange listing; book-entry only via DTC

Primary risks include issuer credit risk, discretionary early redemption, interest-rate reinvestment risk if called, and potential bail-in loss under EU resolution rules. The small size and standard terms make the issuance largely immaterial to Deutsche Bank’s capital structure, but investors should assess whether the 5% fixed coupon adequately compensates for the credit and structural risks.

Positive

• 5.00% fixed coupon offers a moderate spread over comparable 4-year USD benchmarks.
• MREL-eligible status marginally supports Deutsche Bank’s resolution buffer.
• Senior preferred ranking sits above subordinated debt, providing better recovery prospects than capital instruments.

Negative

• Issuer call option from year 1 caps potential upside and introduces reinvestment risk.
• Bail-in/Resolution Measure provisions allow write-down or conversion, elevating structural risk versus traditional senior bonds.
• Unsecured exposure to Deutsche Bank credit without FDIC or other guarantee.
• Illiquidity risk due to small $3 million issue size and no exchange listing.

Insights

Fixed Income Analyst

TL;DR: 5% coupon attractive versus USD swaps, but call option and bail-in clause limit upside.

The 5.00% coupon is roughly 170-190 bp wide of the USD 4-year swap rate (as of late-June 2025), offering reasonable spread for a senior preferred Deutsche Bank exposure. However, the issuer-friendly call commencing in 12 months reduces the yield-to-worst to par call dates, translating to a yield just above 5% if redeemed early. Because the issue is small, secondary liquidity will likely be limited. Credit-wise, Deutsche Bank’s senior preferred debt is rated Baa2/BBB/A-, so the spread is broadly in line with comps. Yet, the BRRD bail-in language means these notes rank ahead of tier-2 but can still be written down or converted, adding non-negligible tail risk. Overall, risk-adjusted return is fair but not exceptional; investors seeking higher certainty of carry may prefer non-call structures.

Bank Capital & Regulation Specialist

TL;DR: MREL-eligible issuance modestly strengthens Deutsche Bank’s loss-absorbing stack; negligible balance-sheet impact.

Because the notes qualify as eligible liabilities under EU MREL rules, they incrementally enhance Deutsche Bank’s resolution buffer with senior preferred paper that can be bailed in ahead of senior unsecured deposits. The $3 million size, however, is de-minimis relative to Deutsche Bank’s €1.3 trillion balance sheet and will not materially affect capital ratios. Regulatory call permissions underscore ongoing supervisory scrutiny. For portfolio managers, the filing signals continued optimization of the funding stack rather than a meaningful change in funding conditions.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 28, 2025

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-42675 (Commission File Number) 84-3986354 (IRS Employer Identification No.)

10845 Griffith Peak Dr. #2

Las Vegas, NV 89135

(Address of principal executive office) (Zip Code)

(404) 816-8240

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	BMNR	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2025, the Board approved the increase of the size of the Company’s Board from seven to eight directors. Effective immediately, the Board elected Thomas Lee as a director to fill the newly created director position, and to serve until the next annual meeting of shareholders of the Company or until his successor is elected or appointed and qualified. Jonathan Bates, the Company’s Chief Executive Officer, stepped down as the Chairman of the Board, and the Board elected Mr. Lee as Chairman of the Board. The Board has not determined committee appointments for Mr. Lee at this time. The Board believes Mr. Lee is qualified to serve as a director and Chairman of the Board due to his extensive business experience.

Mr. Lee is a Managing Partner and the Head of Research at Fundstrat Global Advisors. He is also the Chief Investment Officer (CIO) of Fundstrat Capital which currently manages greater than $1.5 billion in assets under management. He is an accomplished Wall Street strategist with over 25 years of experience in equity research, and has been top ranked by Institutional Investor every year since 1998. Prior to founding Fundstrat, Mr. Lee was at J.P. Morgan from 1999 to 2014 and served as Chief Equity Strategist from 2007 to 2014. He was top-ranked by Institutional Investor every year since 1998. Previously, he served as Managing Director at Salomon Smith Barney. Mr. Lee graduated from the undergraduate program at the Wharton School, University of Pennsylvania.

There are no arrangements or understandings between Mr. Lee and any other person pursuant to which either of Mr. Lee was appointed as a director of the Company. There are no family relationships between Mr. Lee and any of the Company’s existing directors or executive officers. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and other than the execution of a Securities Purchase Agreement with respect to an investment of approximately $2 million in connection with the Offering (described below), there are no proposed transactions, or series of similar transactions, in which Mr. Lee was or is to be a participant and in which Mr. Lee had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.

Item 7.01. Regulation FD Disclosure.

Press Release on Announcing the Offering

On June 30, 2025, the Company issued a press release announcing Thomas Lee as Chairman of the Board of Directors.

The Company also announced the pricing and signing of a private placement for the purchase and sale of 55,555,556 shares of its common stock (and common stock equivalents) at a price of $4.50 per share (the “Offering”) for expected aggregate gross proceeds of approximately $250 million before deducting placement agent fees and other offering expenses (funded in a combination of cash and cryptocurrencies) to implement an Ethereum treasury strategy. The closing of the offering is expected to occur on or about July 3, 2025, subject to the satisfaction of customary closing conditions, including NYSE American approval.

Corporate Presentation

In connection with the Offering, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.2 to this Report. The presentation is being posted on the Company’s website https://bitminetech.io/ on or about June 30, 2025 and can be found on the Investor Relations page with the title: “June 30, 2025 Corporate Presentation.”

The information under this Item 7.01, including Exhibits 99.1 and 99.2, 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Item No.		Description
99.1		Press Release dated June 30, 2025
99.2		Corporate Presentation, dated June 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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: June 30, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

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FAQ

What interest rate do Deutsche Bank (DB) 2029 callable notes pay?

The notes pay a fixed 5.00% per annum, with interest paid annually on 30 June.

When can Deutsche Bank redeem the 5% senior notes?

Deutsche Bank may call the notes at par on any 30 June or 30 December from 30 June 2026 through 30 December 2028.

Are the DB 5% notes subject to bail-in risk?

Yes. Under EU resolution law, the notes can be written down or converted if Deutsche Bank is deemed non-viable.

What is the minimum investment denomination for the Deutsche Bank 2029 notes?

Notes are issued in $1,000 principal and integral multiples thereof.

Will the 5% Deutsche Bank notes be listed on an exchange?

No. The notes are unlisted and will trade book-entry only through DTC.

How much commission does Deutsche Bank Securities receive on this offering?

Up to $3.50 per note (0.35%), with total maximum commissions of $6,000 on the $3 million issue.