| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BITMINE IMMERSION TECHNOLOGIES, INC. [ BMNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 08/23/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Class A Convertible Preferred Stock | (1) | 08/31/2022 | A | 303,996 | (1) | (1) | Common Stock | 5,286,887 | (1)(2) | 303,996 | I(3) | Owned by Innovative Digital Investors Emerging Technology, LP | ||
| Class A Convertible Preferred Stock | (1) | 08/31/2022 | A | 150,000(4) | (1) | (1) | Common Stock | 2,608,696 | (1)(4) | 453,996 | D | |||
| Explanation of Responses: |
| 1. Each share of Series A Convertible Preferred Stock is convertible immediately into that number of shares equal to its stated value divided by $0.575 per share. The stated value of each share of Series A Convertible Preferred Stock is $10. The conversion price is subject to proportionate adjustment as a result of any forward or reverse split of the company's common stock, as well as certain other corporate events. The Series A Convertible Preferred Stock is perpetual. |
| 2. Acquired in exchange for $3,039,662 of indebtedness owed by the company. |
| 3. Innovative Digital Investors Emerging Technology, LP ("IDIET"), a Delaware limited partnership, has direct beneficial ownership of all the securities owned by IDIET. Innovative Digital Investors, LLC ("IDI"), a Delaware limited liability company, is the general partner of IDIET, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by IDIET, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Jonathan R. Bastes is the manager of IDI, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by IDIET and IDI., but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. The shares were issued for services. The shares are subject to forfeiture if the reporting person is not continuously employed by the company as an employee or consultant from the date of grant to January 15, 2025. Vesting may be accelerated in the event of a change in control of the Company, a termination by the reporting person of his employment for good reason or by the company without cause, or at the discretion of the board of directors. The foregoing is a summary of the vesting terms of the stock grant as set forth in a restricted stock agreement between the company and the reporting person. |
| Remarks: |
| /s/ Jonathan R. Bates | 10/31/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
