UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 29, 2021
BITMINE IMMERSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation or organization) |
000-56220 (Commission File Number) |
84-3986354 (IRS Employer Identification No.) |
2030 Powers Ferry Road SE, Suite 212, Atlanta, Georgia 30339
(Address of principal executive office) (Zip Code)
(404) 816-8240
(Registrants’ telephone number, including area code)
Sandy Springs Holdings, Inc.
(Former name or former address, if changed since last report)
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 |
| None | None | None |
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. ¨
| 1 |
Item 1.01 Entry into a Material Definitive Agreement
On September 29, 2021, Bitmine Immersion Technologies, Inc. (the “Company”) entered into an Amended Line of Credit Agreement with Innovative Digital Investors, LLC that amended the line of credit in the following respects:
| · | The maximum amount that the Company can borrow under the line of credit was increased to $2,500,000; |
| · | The period of time over which the Company may borrow funds under the line of credit was extended to December 31, 2021; |
| · | All principal and interest due under the line of credit is now payable in one payment on April 1, 2022; |
| · | Balances due under the line of credit are no longer convertible into the Company’s common stock at the election of the lender. |
Item 7.01 Regulation FD Disclosure
The Company issued a press release on October 22, 2021. A copy of the press release is attached as Exhibit 99.1.
The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Item No. | Description | |||
| 10.1 | Amended Line of Credit Agreement dated September 29, 2021. | |||
| 99.1 | Press Release dated October 25, 2021. | |||
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: October 29, 2021 | By: | /s/ Erik S. Nelson |
| Name: | Erik S. Nelson | |
| Title: | President | |