Bitmine Immersion Technologies Inc (NYSE:BMNR) saw its common shares decline in premarket trading after the company finalized terms for an expanded preferred stock sale. The firm priced 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock at $80.00 per share, bringing the total offering value to $280 million, up from an earlier announcement of 3,000,000 shares.
The offering is scheduled to settle on June 10, 2026. After subtracting underwriting discounts and commissions, Bitmine Immersion estimates net proceeds of roughly $273.8 million. The company said it will apply the funds for general corporate purposes, which could include acquiring additional ETH and other digital assets, expanding staking and validator infrastructure through MAVAN, supporting working capital, making strategic investments within the Ethereum ecosystem and pursuing potential repurchases of common stock.
The new Series A Preferred Stock carries a stated amount of $100 per share and will accrue dividends at a fixed, cumulative annual rate of 9.50%. The company indicated that regular dividends, when declared by the board of directors, will be payable solely in cash and on a weekly-in-arrears cadence. Bitmine Immersion also retains the option to increase the frequency of dividend payments beyond weekly intervals.
Redemption provisions vary by timing. Bitmine Immersion will have the right to redeem the preferred shares at 110% of the stated amount if redemption occurs within 18 months of issuance; at 105% if redeemed between 18 months and three years; and at 100% of the stated amount after three years. In each redemption scenario, the company will also pay any accumulated unpaid dividends.
The liquidation preference is initially set at $100 per share but is subject to adjustment based on trading prices, with a $100 per share floor maintained. Bitmine Immersion has applied to list the Series A Preferred Stock on the New York Stock Exchange under the ticker symbol "BMNP," and indicated that trading is expected to begin within 30 days after issuance.
Moelis & Company and Cantor are acting as joint lead bookrunners on the offering. The common stock's premarket move followed the pricing announcement.
Key points
- The offering was upsized to 3,500,000 shares at $80.00, totaling $280 million.
- Estimated net proceeds are approximately $273.8 million to be used for ETH and digital asset purchases, staking and validator infrastructure via MAVAN, working capital, strategic Ethereum investments and possible common stock buybacks.
- Series A Preferred Stock pays cumulative 9.50% annual dividends on a $100 stated amount, payable weekly in arrears when declared, with flexible payment frequency and a planned NYSE listing under "BMNP."
Risks and uncertainties
- Market reaction to the upsized preferred offering caused downward pressure on the common shares in premarket trading - impacting equity holders and potentially market sentiment for BMNR.
- Use of proceeds includes acquisition of volatile digital assets such as ETH, which exposes the company and investors to crypto market fluctuations - relevant to digital asset and blockchain sectors.
- Redemption provisions and liquidation preference adjustments could affect investor returns and capital structure over time - affecting fixed-income investors in the preferred issue and equity stakeholders.