| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
BITMINE IMMERSION TECHNOLOGIES, INC. [ BMNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 08/31/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | |||||||||||||
| Common Stock | 07/16/2022 | G | 50,000 | D | $100 | 50,000 | I | See Footnote(1) | |||||||
| Common Stock | 08/23/2022 | A | 250,000 | A | $0.44(2) | 250,000 | D | ||||||||
| Common Stock | 08/23/2022 | A(3) | 350,000 | A | $0.44(2) | 600,000 | D | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Warrants | $2 | 07/16/2022 | G | 50,000 | (4) | 08/05/2024 | Common Stock | 50,000 | (1) | 50,000 | I | See Footnote(1) | ||
| Class B Warrants | $5 | 07/16/2022 | G | 50,000 | (4) | 08/05/2024 | Common Stock | 50,000 | (1) | 50,000 | I | See Footnote(1) | ||
| Explanation of Responses: |
| 1. On July 8, 2022, the reporting person gifted 20% of Sterling Acquisitions I, Inc. to a third party for $20. On the same date, the reporting person disposed of the remainder of his interest in Sterling Acquisitions I, Inc. by gifting 20% to his spouse and 20% to each of his three children, each of which paid $20 for their interests. The reporting person's spouse has the shared power to vote or dispose of all securities owned by Sterling Acquisitions I, Inc. The reporting person remains the indirect owner of the securities owned by Sterling Acquisitions I, Inc. because he has an indirect pecuniary interest in shares owned by his spouse and children pursuant to Rule 16a-1(a)(2)(ii). The price of the company's common stock on the date the transaction occurred was $2.01 per share. |
| 2. Price is based upon price indicated by a recent offering of Units by the Company for $1.25 per Unit to unrelated investors, with each Unit consisting of one share of common stock, one Class C-1 Warrant and one Class C-2 Warrant. |
| 3. 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. |
| 4. The Class A Warrants and the Class B Warrants are exercisable immediately. |
| /s/ Erik S Nelson | 08/28/2023 | |
| ** 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. | ||
