BITMINE IMMERSION TECHNOLOGIES, INC.
For the period ended May 31, 2026. Filed Jul 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 14, 2026
BMNR$18.76-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-04-14.
0001493152-26-016560
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-31; filed 2026-07-14.
0001628280-26-048157
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 132 current paragraphs.
59 unchanged; 23 reworded; 50 added; 16 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 20 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (50)
Current report
Subsequent to May 31, 2026, we completed an underwritten public offering of our Series A Preferred Stock, generating net proceeds of $273.8 million. The offering further enhanced our liquidity and capital resources, and supports our digital asset treasury strategy, strategic investments and other general corporate purposes.
Current report
•Revenue from staking and validation. During the three months ended May 31, 2026, revenue from staking and validation was $45,743, compared to $0 in the three months ended May 31, 2025. The increase was a result of the Company initiating native staking in November 2025, with the intent for staking to become a primary yield generation strategy of the Company during the current fiscal year. Further, the Pier Two acquisition accounted for $3,527 in staking revenue for the three months ended May 31, 2026.
Current report
•Revenue from self-mining. During the three months ended May 31, 2026, revenue from self-mining was $624, compared to $813 in the three months ended May 31, 2025. The Company is maintaining its small BTC mining operations. However, mining revenue declined due to the lower value of BTC for the three months ended May 31, 2026 compared to the prior year period.
Current report
•Revenue from consulting. During the three months ended May 31, 2026, revenue from consulting was $168, as compared to $35 during the three months ended May 31, 2025. The increase in consulting revenue in 2026 was derived from one consulting agreement under which the Company is obligated to provide various operational, maintenance and consulting services, which saw more activity in 2026 as compared to the prior period.
Current report
•Revenue from leasing. During the three months ended May 31, 2026, revenue from the leasing of miners was $0, as compared to $1,075 during the three months ended May 31, 2025. The machine lease agreements expired on December 31, 2025 and were not renewed. Thus, the revenue associated with this activity is no longer recognized.
Current report
•Revenue from the sale of mining equipment. During the three months ended May 31, 2026, revenue from sale of mining equipment was $0, compared to $129 in the three months ended May 31, 2025. The decrease was a result of the Company ceasing sales of mining equipment.
Current report
In addition, cost of sales as a percentage of revenue increased during the three months ended May 31, 2026 period primarily due to the acquisition of Pier Two and the resulting impact on the Company's staking and validation operations, affecting comparability to prior periods.
Current report
•General and administrative expenses. General and administrative expenses were $37,270 in the three months ended May 31, 2026, compared to $744 in the three months ended May 31, 2025. The increase is primarily related to ETH custodian fees related to treasury operations and treasury management associated with the strategy to shift to staking revenue being the primary source of revenue. Further, this increase in general and administrative expenses was due to the increase in employee salaries and the increase in board of director monetary and stock-based compensation.
Current report
•Unrealized loss (gain) from the digital assets holdings. During the three months ended May 31, 2026, the Company recorded an unrealized loss of $15,404 related to changes in the fair value of our digital asset holdings, as compared to a loss of $34 for the three months ended May 31, 2025. The Company acquired ETH on top of its BTC holdings as part of our business expansion during the fourth quarter of fiscal year 2025. Thus, the major purchases of ETH drove the variance between the two quarters.
Current report
•Change in fair value of warrant liability. The Company recognized a $16,488 gain during the three months ended May 31, 2026. This gain reflects the change in fair value of the Liability Classified Warrants, which is reflected in other income within the consolidated statement of operations. See"Note 8. Stockholders' Equity" of the Interim Statements for additional information.
Current report
•Net loss on derivative contracts. During the three months ended May 31, 2026, the Company recognized a net loss on derivative contracts of $(92,093), primarily attributable to losses on exercised option contracts of $14,026 and the net impact of option contracts that expired during the period of $78,601, partially offset by a gain of $534 related to changes in the fair value of open option contracts.The Company had no derivative activity during the three months ended May 31, 2025.
Current report
•Change in the fair value of equity method investment . The Company recognized a loss of $(1,177) during the three months ended May 31, 2026. This loss reflects the change in fair value of the investment in Eightco, which is reflected in “Other Income” within the consolidated statement of operations. See "Note 8. Stockholders' Equity" of the Interim Statements for additional information.
Current report
•Interest income (expense), net. Interest income was $5,300 in the three months ended May 31, 2026, as compared to an expense of $(72) during the three months ended May 31, 2025. The 2025 interest was related to the debt during the three months ended May 31, 2025 which was extinguished during fiscal 2025. The increase in interest income was associated with more cash from ATM capital that was placed into interest bearing bank accounts.
Current report
•Other income (expense). The Company recognized other income (expense) of $(248) during the three months ended May 31, 2026, as compared to $(83) during the three months ended May 31, 2025. The decrease in expense is because the Company had no loss on extinguishment of debt during the three months ended May 31, 2026, as compared to a loss of ($208) during the three months ended May 31, 2025. The 2025 loss was related to the Company’s Hash Rate Sale Agreement. The Company had no debt as of May 31, 2026.
Current report
•Revenue from staking and validation. During the nine months ended May 31, 2026, revenue from staking and validation was $56,924, compared to $0 in the nine months ended May 31, 2025. The increase was a result of the Company initiating native staking in November 2025, with the intent for staking to become a primary yield generation strategy of the Company during the current fiscal year. Further, the Pier Two acquisition accounted for $3,527 in staking revenue for the nine months ended May 31, 2026.
Current report
•Revenue from self-mining. During the nine months ended May 31, 2026, revenue from self-mining was $845, compared to $2,814 in the nine months ended May 31, 2025. The Company is maintaining its small BTC mining operations. However, mining revenue declined partially due to the suspension of self-mining operations during relocation in the nine months ended May 31, 2026.
Current report
•Revenue from consulting. During the nine months ended May 31, 2026, revenue from consulting was $565, as compared to $35 during the nine months ended May 31, 2025. All of the consulting revenue in 2026 was derived from its consulting agreement with KULR Technology Group, Inc., under which the Company is obligated to provide various operational, maintenance and consulting services from May 16, 2025 to May 15, 2026.
Current report
•Revenue from leasing. During the nine months ended May 31, 2026, revenue from the leasing of miners was $1,536, as compared to $1,075 during the nine months ended May 31, 2025. This was due to more activity within its leasing contracts with KULR Technology Group, Inc. for the nine month period ended May 31, 2026.
Current report
•Revenue from the sale of mining equipment. During the nine months ended May 31, 2026, revenue from the sale of mining equipment was $0, compared to $846 in the nine months ended May 31, 2025. The revenue recognized during the nine months ended May 31, 2025 was primarily related to the sale of ten transformers. No such revenue was recognized during the nine months ended May 31, 2026.
Current report
Major components of cost of sales include rent to house mining and hosting equipment, staking, electricity, depreciation, and supplies. During the nine months ended May 31, 2026, cost of sales was $8,177 compared to $4,393 during the nine months ended May 31, 2025. The increase in cost of sales was due in part to leasing costs resulting from the Machine Lease Agreement that Bitmine entered into with KULR Technology Group, Inc. on May 16, 2025. As part of this agreement, Bitmine is responsible for maintaining the equipment, providing a contractually agreed upon level of hash rate, and ensuring continuous operation, either directly or through third-party providers. Further, the Company initiated native staking in November 2025, with the intent for staking to become a primary yield generation strategy of the Company during the current fiscal year, which generated more cost of sales associated with staking. This was partially offset by the Company continuing its strategy of winding down its proprietary self-mining exposure and deferring new site build outs during the nine months ended May 31, 2026 and the costs incurred during the nine months ended May 31, 2025 .
Current report
•General and administrative expenses. General and administrative expenses were $335,662 in the nine months ended May 31, 2026, compared to $2,667 in the nine months ended May 31, 2025. The increase is primarily related to treasury activity associated with the Company's ETH strategy. Due to the large purchases of ETH throughout the year, the Company incurred significantly more of these treasury expenses. Further, this increase in general and administrative expenses was due to the increase in employee salaries and the increase in board of director monetary and stock-based compensation.
Current report
•Unrealized loss (gain) from the digital assets holdings. During the nine months ended May 31, 2026, the Company recorded an unrealized loss of $9,038,538 related to changes in the fair value of our digital asset holdings, as compared to a gain of $(25) for the nine months ended May 31, 2025. The Company acquired ETH on top of its BTC holdings as part of our business expansion during the last quarter of fiscal year 2025. Since the company now possesses ETH in addition to BTC, the company is more exposed to market fluctuations that result in unrealized losses or gains.
Current report
•Change in fair value of warrant liability. The Company recognized a $264,121 gain during the nine months ended May 31, 2026. This gain reflects the change in fair value of the Liability Classified Warrants, which is reflected in other income within the consolidated statement of operations. See"Note 8. Stockholders' Equity"of the Interim Statements for additional information.
Current report
•Net loss on derivative contracts. During the nine months ended May 31, 2026, the Company recognized a net loss on derivative contracts of ($133,275), primarily attributable to losses on exercised option contracts of $79,278 and the net impact of option contracts that expired during the period of $54,512, partially offset by a $515 gain related to changes in the fair value of open option contracts. The Company had no derivative activity during the nine months ended May 31, 2025.
Current report
•Issuance costs related to warrant offering. The Company incurred an issuance cost of ($9,381) during the nine months ended May 31, 2026. These costs were incurred in connection with the warrant offering completed during the period and did not exist in the prior year.
Current report
•Change in the fair value of equity method investment . The Company recognized a $6,793 loss during the nine months ended May 31, 2026. This loss reflects the change in fair value of the investment in Eightco, which is reflected in “Other Income” within the consolidated statement of operations. See "Note 8. Stockholders' Equity" of the Interim Statements for additional information.
Current report
•Interest income (expense), net. Interest expense, net was $9,917 in the nine months ended May 31, 2026, as compared to $(200) in interest expense, net in the nine months ended May 31, 2025. The 2025 interest was related to the debt during the three months ended May 31, 2025 which was extinguished during fiscal 2025. The increase in interest income was associated with more cash from ATM capital that was placed into interest bearing bank accounts.
Current report
•Other income (expense). The Company recognized other income (expense) of $(480) during the nine months ended May 31, 2026, as compared to $(289) during the nine months ended May 31, 2025. The decrease in expense is because the Company had no loss on extinguishment of debt during the nine months ended May 31, 2026, as compared to a loss of $(289) during the nine months ended May 31, 2025. The 2025 loss was related to the Company’s Hash Rate Sale Agreement. The Company had no debt as of May 31, 2026.
Current report
During the nine months ended May 31, 2026, the Company recognized an income tax benefit of $92,295, primarily attributable to the reversal of the deferred tax liabilities associated with unrealized gains on digital assets recognized in prior periods that are now in a significant unrealized loss position. These unrealized losses resulted in the recognition of deferred tax assets, against which the Company recorded a 100% valuation allowance.
Current report
(2) Represents a loss recorded during the period on the sale of property, plant and equipment that was the difference between the book carrying value and the sale price.
Current report
(4) Represents the issuance cost incurred for the warrant offering for the nine months ended May 31, 2026 disclosed within "Note 8. Stockholders' Equity."
Current report
(6) Represents the unrealized fair value adjustment related to the Company's outstanding ETH option contracts for the three and nine months ended May 31, 2026.
Current report
(2) Represents a loss recorded during the period on the sale of property, plant and equipment that was the difference between the book carrying value and the sale price.
Current report
(4) Represents the issuance cost incurred for the warrant offering for the nine months ended May 31, 2026 disclosed within "Note 8. Stockholders' Equity."
Current report
(6) Represents the unrealized fair value adjustment related to the Company's outstanding ETH option contracts for the three and nine months ended May 31, 2026.
Current report
The Company's primary sources of liquidity during the nine-months ended May 31, 2026, were proceeds from equity financing transactions, including the September 2025 issuance of common stock and warrants, and proceeds generated through its ATM equity program. During the period, the Company generated gross proceeds of $12,235,110 from equity financing transactions, consisting of (i) $11,869,870 in gross proceeds from the sale of 340,748,312 shares of common stock pursuant to the ATM Offering and (ii) $365,240 in gross proceeds from the September 2025 issuance of common stock and warrants.
Current report
Subsequent to May 31, 2026, the Company completed an underwritten public offering of 3,500,000 shares of its Series A Preferred Stock at a public offering price of $80.00 per share, generating net proceeds of $273.8 million after deducting underwriting discounts and offering expenses. The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol "BMNP."
Current report
The Company intends to use available liquidity to support its digital asset treasury strategy, strategic investments, working capital requirements and general corporate purposes. Management continues to evaluate capital allocation opportunities, including direct digital asset acquisitions and investments in blockchain-related businesses and technologies that complement the Company's Ethereum-focused strategy.
Current report
•fees payable to industry-experienced third parties for managing the Company’s ETH holdings which are expected to be in the range from approximately $40,000 to $50,000 annually. The Company expects these costs to be more than offset by staking rewards generated from its ETH holdings. However, there can be no assurances that such staking rewards will be realized at anticipated levels;
Current report
•ongoing revenue participation payments under the Management Services Agreement with Eth Tower, which are based on the level of staking activity and related revenues generated by MAVAN Holdings;
Showing the first 40 of 50 passages. Open the source sections for the rest.
Removed paragraphs (16)
Previous report
During the six months ended February 28, 2026, the Company recognized the full valuation allowance that was recorded against the Company’s deferred tax assets as a discrete item. This resulted in a $92,295 income tax benefit for the period.
Previous report
(2) Represents a non-cash charges recorded during the period to reduce the carrying value of certain assets to their estimated fair value.
Previous report
(4) Represents the change in fair value of the company’s held ETH option contracts for the three and six months ended February 28, 2026.
Previous report
(6) Represents the premiums earned on the Company’s written ETH option contracts for the three and six months ended February 28, 2026.
Previous report
(2) Represents a non-cash charges recorded during the period to reduce the carrying value of certain assets to their estimated fair value.
Previous report
(4) Represents the change in fair value of the company’s held ETH option contracts for the three and six months ended February 28, 2026.
Previous report
(6) Represents the premiums earned on the Company’s written ETH option contracts for the three and six months ended February 28, 2026.
Previous report
In connection with the June offering, the Company issued common stock purchase warrants to a placement agent (the “Placement Agent Warrants”) on July 8, 2025 in exchange for services. The Placement Agent Warrants are exercisable immediately upon issuance to purchase up to 1,231,945 shares of the Company’s common stock at an exercise price of $5.40 per share. The warrants were fully vested upon issuance and have a contractual term of five years. The total grant-date fair value of the Placement Agent Warrants is $134,654, which was treated as the issuance cost, net against the cash proceeds from the June offering.
Previous report
On July 8, 2025, the Company entered into a Strategic Advisor Agreement with a third-party service provider (the “Strategic Advisor”) pursuant to which the Company engaged the Strategic Advisor to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the digital asset technology sector. As compensation for services rendered by the Strategic Advisor under the Strategic Advisor Agreement, the Company issued to the Strategic Advisor warrants to purchase 3,192,620 shares of common stock (the “Strategic Advisor Warrants”) at an exercise price of $5.40 per share. The Strategic Advisor Warrants were fully vested upon issuance and have a contractual term of five years. The total grant-date fair value of the Strategic Advisor Warrants is $348,959, which was immediately expensed and included in operating expense in the consolidated statement of income (loss). As of February 28, 2026, approximately 2.8 million Strategic Advisor Warrants with an exercise price of $5.40 remain outstanding. If these warrants are exercised for cash, they could represent a potential future source of liquidity for the Company, thereby contributing to future cash flows.
Previous report
In connection with the share offering on June 4, 2025, the Company issued to ThinkEquity LLC warrants to purchase up to 129,375 shares of common stock at an exercise price of $10 per share (the “Representative’s Warrants”) in exchange for services. The Representative’s Warrants were fully vested upon issuance, but are not exercisable until December 1, 2025. The warrants have a contractual term of approximately five years. The total grant-date fair value of the Representative’s Warrants is $852, which was treated as the issuance cost, net against the cash proceeds from the capital raise.
Previous report
The IDI obligations were addressed via restructuring as disclosed in the Company’s Registration Statement on Form S-1 and the Company’s Registration Statement on Form S-3ASR. We also expanded related party disclosures to include the largest aggregate principal outstanding and amounts of principal and interest paid under the IDI line during the applicable periods.
Previous report
ASU 2023-08, Intangibles-Goodwill and Other Digital Assets: Accounting for and Disclosure of Digital Assets. In fiscal year 2025, we account for eligible digital assets at fair value with changes in fair value recognized in net income, consistent with ASU 2023-08. We present digital assets separately on the balance sheet and disclose changes in their carrying amounts. This accounting may increase the volatility of our reported results relative to prior impairment-based accounting.
Previous report
Digital assets—impairment recognition. We recognize digital assets received from operations pursuant to ASC 606 and subsequently account for the assets under our policy supported by applicable GAAP. Management monitors digital asset balances for impairment indicators and measures impairment when required. The carrying amount is subject to market price volatility, and our estimates of impairment depend on the timing and frequency of measurement. We performed analyses, including those requested by the SEC staff, to assess the materiality of alternative impairment measurement methods and concluded that differences were not material for the periods presented. Key inputs include observable market prices and timing of acquisitions/disposals.
Previous report
Revenue recognition—services and equipment leasing. Under ASC 606, we identify our customer, performance obligations and transaction price for consulting/advisory services, and equipment/container leasing. Revenue is recognized as services are provided (over time) or upon transfer of control (point-in-time) for equipment leasing. For leasing arrangements within the scope of ASC 842, we assess lease classification and recognize lease income over the lease term. Estimates include variable consideration (e.g., success-based fees), collectability, and principal-versus-agent considerations.
Previous report
Property and equipment—useful lives, impairment and recoverability. We depreciate miners, containers and related site equipment over estimated useful lives of 2–10 years. With our shift to a capital-light model, we evaluate long-lived assets for impairment when indicators arise (e.g., reduced utilization or obsolescence) and assess recoverability at the asset group level. Key inputs include expected service lives, secondary market values and expected cash flows from any continued use or disposition.
Previous report
Collectability of receivables; warranty and returns for equipment sales. Where we provide services or sell equipment on credit, we assess collectability considering customer creditworthiness, collateral and payment history, and we establish allowances for expected credit losses based on historical experience and current conditions. For equipment transactions with warranty obligations, we estimate reserves based on observed failure rates, supplier warranties and repair logistics.
Reworded paragraphs (23)
Previous wording
In June and July 2025, we strengthened our liquidity through an underwritten public offering of common stock, private placements, and the establishment of our at-the-market program permitting sales of up to $24,500,000 of our common stock from time to time (the “ATM Program”). As of February 28, 2026, $6,713,325 of sales capacity relating to the ATM Program are still available. We also uplisted our common stock to the NYSE American in June 2025 and subsequently uplisted our common stock to the New York Stock Exchange on April 9, 2026.
Current wording
In June and July 2025, we strengthened our liquidity through an underwritten public offering of common stock, private placements, and the establishment of our at-the-market program permitting sales of up to $24.5 billion of our common stock from time to time (the “ATM Program”). We also uplisted our common stock to the NYSE American in June 2025 and subsequently to the New York Stock Exchange on April 9, 2026.
Previous wording
Comparison of Results of Operations for the Three Months EndedFebruary 28, 2026and 2025.**
Current wording
Comparison of Results of Operations for the Three Months Ended May 31, 2026 and 2025.
Previous wording
During the three months ended February 28, 2026, revenues were $11,041, compared to $1,517 during the three months ended February 28, 2025. The increase in revenue was a result of the following:
Current wording
During the three months ended May 31, 2026, revenues were $46,535, compared to $2,052 during the three months ended May 31, 2025. The increase in revenue was a result of the following:
Previous wording
Major components of cost of sales include rent to house mining and hosting equipment, electricity, depreciation, and supplies. During the three months ended February 28, 2026, cost of sales was $1,426 compared to $1,440 during the three months ended February 28, 2025. The decrease in cost of sales was a result of the following:
Current wording
Major components of cost of sales include rent to house mining and hosting equipment, staking, electricity, depreciation, and supplies. During the three months ended May 31, 2026, cost of sales was $5,726 compared to $1,742 during the three months ended May 31, 2025. The increase in cost of sales was related to self-mining with more Blockfusion expense incurred in the current period compared to the third period in the prior year. Further, the Company initiated native staking in November 2025, with the intent for staking to become a primary yield generation strategy of the Company during the current fiscal year, which generated more costs of sales associated with staking. The increase was partially off-set by cost of sales associated with leasing decreasing as the leasing contract ended in Q2 2026.
Previous wording
Comparison of Results of Operations for the Six Months EndedFebruary 28, 2026and 2025.**
Current wording
Comparison of Results of Operations for the Nine Months Ended May 31, 2026 and 2025.
Previous wording
During the six months ended February 28, 2026, revenues were $13,335, compared to $2,718 during the six months ended February 28, 2025. The increase in revenue was a result of the following:
Current wording
During the nine months ended May 31, 2026, revenues were $59,870, compared to $4,770 during the nine months ended May 31, 2025. The increase in revenue was a result of the following:
Previous wording
The following tables present Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted Earnings Per Share (“EPS”). These are non-U.S. GAAP financial measurements within the meaning of Regulation G dictated by the Securities and Exchange Commission. Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash items for the period presented. Adjusted EPS is defined as EPS in accordance with US GAAP excluding the impact of certain non-cash items for the period presented.
Current wording
The following tables present Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted Earnings Per Share (“EPS”). These are non-U.S. GAAP financial measures within the meaning of Regulation G dictated by the Securities and Exchange Commission. Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash items for the period presented. Adjusted EPS is defined as EPS in accordance with US GAAP excluding the impact of certain non-cash items for the period presented.
Previous wording
While the Company believes that these measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these measurements may differ from similar measures presented by other companies. A reconciliation of Adjusted EBITDA and Adjusted EPS are detailed below.
Current wording
While the Company believes that these measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these measurements may differ from similar measures presented by other companies. A reconciliation of Adjusted EBITDA and Adjusted EPS is detailed below.
Previous wording
The reconciliation of Adjusted EBITDA for the six months ended February 28, 2026 and 2025 is as follows:
Current wording
The reconciliation of Adjusted EBITDA for the nine months ended May 31, 2026 and 2025 is as follows:
Previous wording
(1) Stock based compensation represents the non-cash expense recorded for the Company’s restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three and six months ended February 28, 2026 as well the vesting of existing awards.
Current wording
(1) Stock based compensation represents the non-cash expense recorded for the Company's restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three and nine months ended May 31, 2026 as well as the vesting of existing awards.
Previous wording
(3) Represents the change in fair value of the company’s held invesment in Eightco’s common stock for the three and six months ended February 28, 2026.
Current wording
(3) Represents the change in fair value of the Company's equity held investment in Eightco's common stock for the three and nine months ended May 31, 2026.
Previous wording
(5) Represents the change in fair value of the company’s liability classified warrants for the three and six months ended February 28, 2026.
Current wording
(5) Represents the change in fair value of the Company's liability classified warrants for the three and nine months ended May 31, 2026.
Previous wording
The reconciliation of Adjusted EPS for the three months endedFebruary 28, 2026 and 2025 is as follows:
Current wording
The reconciliation of Adjusted EPS for the three months ended May 31, 2026 and 2025 is as follows:
Previous wording
The reconciliation of Adjusted EPS for the six months endedFebruary 28, 2026 and 2025 is as follows:
Current wording
The reconciliation of Adjusted EPS for the nine months ended May 31, 2026 and 2025 is as follows:
Previous wording
(1) Stock based compensation represents the non-cash expense recorded for the Company’s restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three and six months ended February 28, 2026 as well the vesting of existing awards.
Current wording
(1) Stock based compensation represents the non-cash expense recorded for the Company's restricted stock units and restricted stock awards. This includes the impact of the modification that occurred during the three and nine months ended May 31, 2026 as well as the vesting of existing awards.
Previous wording
(3) Represents the change in fair value of the company’s held invesment in Eightco’s common stock for the three and six months ended February 28, 2026.
Current wording
(3) Represents the change in fair value of the Company's equity held investment in Eightco's common stock for the three and nine months ended May 31, 2026.
Previous wording
(5) Represents the change in fair value of the company’s liability classified warrants for the three and six months ended February 28, 2026.
Current wording
(5) Represents the change in fair value of the Company's liability classified warrants for the three and nine months ended May 31, 2026.
Previous wording
Business expansion. Following our July 2025 and ongoing financings, we have pivoted to a services-led model and reduced proprietary mining exposure, including by redeploying/retiring less-efficient machines, concentrating hashrate at lower-cost sites and phasing capex. In the second half of calendar 2025, we further reduced exposure to halving-driven volatility by pivoting to a services-led, capital-light model and by winding down new proprietary mining investments. We discuss the implications for liquidity, capital needs and accounting estimates under “Liquidity and Capital Resources” and “Critical Accounting Estimates.”
Current wording
Business expansion. Following our July 2025 and ongoing financings, we have pivoted to a services-led model and reduced proprietary mining exposure, including by redeploying/retiring less-efficient machines, concentrating hash rate at lower-cost sites and phasing capex. In the second half of calendar 2025, we further reduced exposure to halving-driven volatility by pivoting to a services-led, capital-light model and by winding down new proprietary mining investments. We discuss the implications for liquidity, capital needs and accounting estimates under “Liquidity and Capital Resources” and “Critical Accounting Estimates.”
Previous wording
As of February 28, 2026, the Company had $879,577 in cash on hand and working capital of $869,527. Our primary sources of liquidity during the six months ended February 28, 2026 included:
Current wording
As of May 31, 2026, the Company had $340,289 in cash on hand and working capital of $433,123.
Previous wording
Net cash used in operating activities was $316,599 for the six months ended February 28, 2026, compared to $311 for the three months ended February 28, 2025. The increase is primarily related to one time capital raising, advisory, legal, and other consulting fees. The increase is also related to expenses associated the Consulting Agreement. This increase in cash outflow was offset by an increase in cash received from the Company’s revenue generating activities.
Current wording
Net cash used in operating activities was $(287,592) for the nine months ended May 31, 2026, compared to net cash provided by operating activities of $1,366 for the nine months ended May 31, 2025. The change was driven primarily by a net loss of $9,106,084 for the current period, which included $9,038,538 of unrealized losses on the Company's ETH treasury holdings recognized through net income. On a cash basis, operating outflows increased due to one time capital raising, advisory, legal, and other consulting fees. The increase is also related to expenses associated with the Consulting Agreement. This increase in cash outflow was offset by an increase in cash received from the Company’s revenue generating activities.
Previous wording
Net cash used in investing activities was $9,742,785 for the six months ended February 28, 2026, compared to $18 for the three months ended February 28, 2025. The increase in investing cash outflow was primarily driven by the $9,536,644 purchase of ETH. The remaining investing cash outflow was driven by the purchases of the Company’s investments in Beast Industries and Eightco Holdings
Current wording
Net cash used in investing activities was $(12,102,446) for the nine months ended May 31, 2026, compared to $(18) for the nine months ended May 31, 2025. The increase in investing cash outflow was primarily driven by the $(11,687,493) purchase of ETH. The remaining investing cash outflow was driven by the purchases of the Company’s investments in Beast Industries and Eightco Holdings.
Previous wording
Net cash provided by financing activities was $10,426,962 for the six months ended February 28, 2026, compared to $312 for the three months ended February 28, 2025. This increase was primarily driven by the $10,068,914 of proceeds received from the ATM Offering. Refer toNote 8 – Stockholder’s Equity within the financial statements for further details regarding these offerings.
Current wording
Net cash provided by financing activities was $12,218,362 for the nine months ended May 31, 2026, compared to the $(374) used in financing activities for the nine months ended May 31, 2025. This increase was primarily driven by the $11,869,870 of proceeds received from the ATM Offering. Refer to "Note 8. Stockholder’s Equity" within the financial statements for further details regarding these offerings.
Previous wording
Our liquidity is now less sensitive to network difficulty and power price volatility than under a mining-centric model, though BTC price levels can influence client demand and the value of any BTC held in treasury. We mitigate liquidity risks by (i) maintaining a flexible cost structure aligned with services activity, (ii) limiting new capex commitments, and (iii) preserving access to equity capital via our shelf and ATM facilities. We believe, based on our current operating plan, expected cash on hand, anticipated operating cash flows and access to capital under our shelf/ATM, that we will have sufficient liquidity to fund operations for at least the next 12 months. Beyond 12 months, our ability to fund growth and meet obligations will depend on market conditions, client demand for services, and access to capital on acceptable terms.
Current wording
Our liquidity is now less sensitive to network difficulty and power price volatility than under a mining-centric model, though ETH and BTC price levels can influence client demand and the value of any digital assets held in treasury. We mitigate liquidity risks by (i) maintaining a flexible cost structure aligned with services activity, (ii) limiting new capex commitments, and (iii) preserving access to equity capital via our shelf and ATM facilities. We believe, based on our current operating plan, expected cash on hand, anticipated operating cash flows and access to capital under our shelf/ATM, that we will have sufficient liquidity to fund operations for at least the next 12 months. Beyond 12 months, our ability to fund growth and meet obligations will depend on market conditions, client demand for services, and access to capital on acceptable terms.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Major components of cost of sales include rent to house mining and hosting equipment, electricity, depreciation, and supplies. During the six months ended February 28, 2026, cost of sales was $2,451 compared to $2,652 during the six months ended February 28, 2025. The increase in cost of sales was a result of the following:
Previous report — wording carried elsewhere
(10) The income tax provision adjustment is calculated by multiplying “Adjusted income (loss) before income tax provision” by the Company’s applicable tax rate of 21%.