Opening the filing
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Bitmine Immersion Technologies, Inc.
8-K
Item 1.02 Termination of a Material Definitive Agreement As previously disclosed, BMNR Subsidiary One, LLC (“ BMNR Subsidiary One ”), a subsidiary of Bitmine Immersion Technologies, Inc. (the “ Company ”), and Ethereum Tower LLC (“ Ethereum Tower ”) entered into a Management Services Agreement, dated March 24, 2026 (the “ MSA ”), pursuant to which Ethereum Tower provided strategic planning and operational management services relating to the Company’s Ethereum staking operations. On September 4, 2026, BMNR Subsidiary One and Ethereum Tower entered into a Mutual Termination Agreement (the “ Termination Agreement ”) to terminate the MSA.
Under the MSA, Ethereum Tower was entitled to receive a revenue participation fee based on a percentage of net revenue derived from staking operations of Standard Validator LLC (now known as MAVAN Holdings LLC) (the “ Company Subsidiary ”) involving Company-owned Ethereum tokens. The MSA had an initial term of ten years and could be terminated by BMNR Subsidiary One for convenience upon 180 days’ prior written notice, or by either party for cause. In the event of early termination by BMNR Subsidiary One other than for cause, Ethereum Tower had the right to elect either continued revenue participation for the remainder of the term or a lump sum payment.
The Termination Agreement provides that the MSA was terminated effective as of the close of business on September 3, 2026. In connection with the Termination Agreement, each party waived any notice period or requirement under the MSA, including the 180-day notice requirement under the MSA. Amounts accrued but unpaid through September 3, 2026, remain payable in accordance with the terms of the MSA, and provisions of the MSA that by their terms survive termination continue in effect. The Company did not incur any material early termination penalties in connection with the termination of the MSA.