Bimergen Energy (NYSE American: BESS) closed a public offering on February 23, 2026, raising $13.6 million gross by selling common stock (or pre-funded warrants) with one accompanying warrant at $4.00 per unit.
The underwriters received a 45-day over-allotment option for up to an additional 200,000 shares and/or 200,000 warrants and purchased 200,000 warrants upon partial exercise. Proceeds are intended for developing battery energy storage projects and working capital.
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Positive
Gross proceeds of $13.6 million raised
Proceeds earmarked for BESS project development and working capital
Sole book-runner ThinkEquity managed the offering
Negative
Potential dilution from issued shares/pre-funded warrants and warrants
Additional dilution risk from 45-day option covering up to 200,000 shares and 200,000 warrants
News Market Reaction – BESS
-8.79%7.9x vol
14 alerts
-8.79%Session close to close
+6.4%Peak Tracked
-31.9%Trough Tracked
$13.23MMarket Cap
7.9xRel. Volume
In the Feb 24 session, BESS declined 8.79%, reflecting a notable negative market reaction.
Argus tracked a peak move of +6.4% during that session.
Argus tracked a trough of -31.9% from its starting point during tracking.
Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility.
Trading volume was exceptionally heavy at 7.9x the daily average, suggesting significant selling pressure.
The stock moved -8.8% in the session following this news. A negative reaction despite the capital ra...
Analysis
The stock moved -8.8% in the session following this news. A negative reaction despite the capital raise fits prior patterns: earlier offering news led to -19.71% and -32.03% moves, with an average offering-tag move of -13.33%. The completed $13.6M deal adds cash but also increases share count, which investors often view as dilutive. With the stock at $2.73, far below both the $4.00 offer price and the $7.86 200-day MA, past behavior suggests caution about the durability of any post-deal pricing.
Key Figures
Offering price:$4.00 per share/unitGross proceeds:$13,600,000Over-allotment shares:200,000 shares+5 more
8 metrics
Offering price$4.00 per share/unitPublic offering of common stock or Pre-Funded Warrants with one warrant
Gross proceeds$13,600,000Public offering before underwriting discounts and expenses
Over-allotment shares200,000 shares45-day underwriter option for additional common stock or Pre-Funded Warrants
Over-allotment warrants200,000 warrants45-day underwriter option for additional warrants
Purchased warrants200,000 warrantsPartial exercise of underwriters’ over-allotment option
Form S-1 fileFile No. 333-280668Registration statement that became effective on January 29, 2026
Shares offered3,100,000 sharesCommon stock offered per 424B4 prospectus at $4.00 with warrants
Expected net proceeds$12.0 millionApproximate net proceeds from the offering per 424B4
Announced NYSE American uplist plan with concurrent securities offering.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Equity offering and uplist-related announcements have often been followed by negative price reactions, with two of three prior offering-tag events declining sharply after news.
Recent Company History
Recent disclosures show a series of uplisting and equity offering steps. On 2025-12-05, Bimergen announced an NYSE American uplist with a concurrent offering, which saw a 11.76% gain. On 2026-02-19 and 2026-02-20, the company priced and then corrected details of a public offering at $4.00 for gross proceeds of $13,600,000, with 24-hour moves of -19.71% and -32.03%. Today’s closing announcement continues that capital-raising cycle for BESS project development and working capital.
Key Terms
pre-funded warrants, warrant, underwriters, over-allotments, +4 more
8 terms
pre-funded warrantsfinancial
"common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof) and one accompanying"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
warrantfinancial
"and one accompanying warrant per common stock or Pre-Funded Warrant, at a public offering"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
underwritersfinancial
"Bimergen has granted the underwriters a 45-day option to purchase up to an additional"
Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.
over-allotmentsfinancial
"and/or an additional 200,000 warrants to cover over-allotments, if any."
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
registration statement on Form S-1regulatory
"A registration statement on Form S-1 (File No. 333-280668) relating to the shares"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
prospectusregulatory
"This offering is being made only by means of a prospectus. Copies of the final prospectus"
A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.
securities and exchange commissionregulatory
"statement on Form S-1 (File No. 333-280668) relating to the shares was filed with the Securities and Exchange Commission"
A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.
public offeringfinancial
"announced the closing of its public offering of common stock (or pre-funded warrants"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Newport Beach, CA, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Bimergen Energy Corporation (“Bimergen” or the “Company”) (NYSE American: BESS, BESS.WS), a utility-scale battery energy storage systems (BESS) asset owner, project developer, and independent power provider, today announced the closing of its public offering of common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof) and one accompanying warrant per common stock or Pre-Funded Warrant, at a public offering price of $4.00, for gross proceeds of $13,600,000, before deducting underwriting discounts and offering expenses. In addition, Bimergen has granted the underwriters a 45-day option to purchase up to an additional 200,000 shares of common stock (or Pre-Funded Warrants) and/or an additional 200,000 warrants to cover over-allotments, if any. The offering also included the purchase by the underwriters of 200,000 warrants in connection with the partial exercise by the underwriters of their over-allotment option.
The Company intends to use the proceeds to develop BESS projects and for working capital.
ThinkEquity acted as sole book-running manager for the offering.
A registration statement on Form S-1 (File No. 333-280668) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on January 29, 2026. This offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Bimergen Energy Corporation
Bimergen Energy Corporation (NYSE American: BESS, BESS.WS) is a U.S.-based independent power producer specializing in the development, ownership, and operation of standalone battery energy storage systems (BESS). Bimergen develops utility-scale and distributed storage projects designed to provide grid reliability, renewable integration, and flexible energy solutions. Bimergen manages the full project lifecycle, including site selection, permitting, engineering, procurement, construction, and operations. Its portfolio spans multiple power markets across the United States. www.Bimergen.com
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Bimergen Energy Corporation’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Bimergen Energy Corporation undertakes no duty to update such information except as required under applicable law.
Contact: Dave Gentry RedChip Companies Inc. 1-407-644-4256 | 1-800-REDCHIP (733-2447) BESS@redchip.com
FAQ
What did Bimergen (BESS) announce on February 23, 2026 about its public offering?
Bimergen closed a public offering raising $13.6 million by selling common stock or pre-funded warrants at $4.00 per unit. According to the company, the offering included accompanying warrants and the underwriters received a 45-day option for additional shares and warrants.
How will Bimergen (BESS) use the $13.6 million from the February 2026 offering?
The company intends to use proceeds to develop battery energy storage projects and for working capital. According to the company, funds are allocated toward project development and general corporate purposes.
How many additional securities can underwriters buy under Bimergen's over-allotment option?
Underwriters have a 45-day option to buy up to 200,000 additional shares (or pre-funded warrants) and up to 200,000 additional warrants. According to the company, this covers potential over-allotments and stabilizing transactions.
Did the underwriters exercise any part of the over-allotment for Bimergen (BESS)?
Yes; the underwriters purchased 200,000 warrants in connection with a partial exercise of the over-allotment option. According to the company, that purchase was included in the closing of the offering.
What was the public offering price per unit in Bimergen's February 2026 offering (BESS)?
The public offering price was $4.00 per share or pre-funded warrant, with one accompanying warrant issued per unit. According to the company, gross proceeds totaled $13.6 million before discounts and expenses.
