Bimergen Energy Corporation Announces Pricing of Public Offering and NYSE American Listing

Rhea-AI Summary

Bimergen Energy (NYSE American: BESS / BESSWS) priced an underwritten public offering of common stock (or Pre-Funded Warrants) with one accompanying warrant at a public offering price of $4.00 per unit, for gross proceeds of $13,600,000 before discounts and expenses. Each warrant is exercisable for one share at $5.00 and is immediately exercisable for five years.

The underwriters have a 45-day option for an additional 510,000 shares and/or 510,000 warrants. Proceeds are intended for BESS project development and working capital. Trading on NYSE American under BESS and BESSWS is expected to begin February 20, 2026, with closing targeted February 23, 2026, subject to customary conditions.

Positive

• Gross proceeds of $13.6 million raised in the offering
• Warrants exercisable at $5.00 for five years
• Expected NYSE American listing on Feb 20, 2026

Negative

• Issuance creates potential immediate dilution to existing shareholders
• Up to 510,000 additional shares/warrants reserved for over-allotment

Newport Beach, CA, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Bimergen Energy Corporation (“Bimergen” or the “Company”) (NYSE American: BESS, BESSWS), a utility-scale battery energy storage systems (BESS) asset owner, project developer, and independent power provider, today announced the pricing of an underwritten 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. Each warrant is exercisable for one share of common stock at an exercise price of $5.00, and will be immediately exercisable upon issuance for a period of five years following the date of issuance. In addition, Bimergen has granted the underwriters a 45-day option to purchase up to an additional 510,000 shares of common stock (or Pre-Funded Warrants) and/or an additional 510,000 warrants to cover over-allotments, if any.

The Company intends to use the proceeds to develop BESS projects and for working capital.

The shares of common stock and warrants are expected to begin trading on the NYSE American on February 20, 2026, under the symbols “BESS” and “BESSWS”, respectively. The offering is expected to close on February 23, 2026, subject to satisfaction of customary closing conditions.

ThinkEquity is acting as sole book-running manager for the offering.

A registration statement on Form S-1 (File# 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, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

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, BESSWS) 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.

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 securities did Bimergen (BESS) price in the February 2026 public offering?

Bimergen priced common stock or Pre-Funded Warrants plus one warrant per unit at $4.00. According to the company, the offering includes accompanying warrants exercisable at $5.00 for five years and an over-allotment option for 510,000 additional shares and/or warrants.

How much gross proceeds will Bimergen (BESS) raise from the offering and how will proceeds be used?

The offering is expected to raise $13.6 million in gross proceeds before discounts and expenses. According to the company, proceeds are intended to fund development of battery energy storage projects and provide general working capital.

When will Bimergen (BESS, BESSWS) begin trading on the NYSE American?

Shares and warrants are expected to begin trading on February 20, 2026. According to the company, the common stock will trade under BESS and the warrants under BESSWS, with the offering expected to close February 23, 2026, subject to customary closing conditions.

What are the terms of the warrants issued in Bimergen's offering (BESS)?

Each warrant is exercisable for one share at an exercise price of $5.00 and is immediately exercisable for five years. According to the company, the warrants accompany each common share or Pre-Funded Warrant sold in the offering.

Does Bimergen (BESS) allow underwriters to cover over‑allotments and how much?

Yes. The underwriters have a 45-day option to purchase up to 510,000 additional shares and/or 510,000 additional warrants. According to the company, this over-allotment option is to cover any potential over-allotments in the offering.

Who is managing Bimergen's (BESS) offering and where is the prospectus available?

ThinkEquity is the sole book-running manager for the offering. According to the company, the final prospectus will be filed with the SEC and will be available via ThinkEquity and the SEC website for investors seeking offering details.