Corrected Press Release - Bimergen Energy Corporation Announces Pricing of Public Offering and NYSE American Listing

Rhea-AI Summary

Bimergen Energy Corporation (NYSE American: BESS, BESSWS) priced an underwritten public offering at $4.00 per share (or pre-funded warrant) with one accompanying warrant, raising gross proceeds of $13,600,000 before fees.

Each warrant is exercisable for one share at $5.00, immediately exercisable for five years. The underwriters have a 45-day option for up to an additional 200,000 shares and 200,000 warrants. Trading is expected to begin on February 20, 2026, with closing targeted for February 23, 2026.

Positive

• Gross proceeds of $13,600,000 from the offering
• NYSE American listing expected to begin trading on February 20, 2026
• Warrants exercisable at $5.00 for a five-year period
• Underwriters granted 45-day overallotment option for additional capital

Negative

• Issuance of shares and warrants will dilute existing shareholders if exercised
• Overallotment option could add up to 200,000 shares and 200,000 warrants, increasing dilution

News Market Reaction – BESS

-39.15% 117.1x vol

6 alerts

-39.15% News Effect

-5.7% Trough in 5 hr 39 min

-$9M Valuation Impact

$13.54M Market Cap

117.1x Rel. Volume

On the day this news was published, BESS declined 39.15%, reflecting a significant negative market reaction. Argus tracked a trough of -5.7% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $9M from the company's valuation, bringing the market cap to $13.54M at that time. Trading volume was exceptionally heavy at 117.1x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Public offering price: $4.00 per unit Gross proceeds: $13,600,000 Warrant exercise price: $5.00 per share +5 more

8 metrics

Public offering price $4.00 per unit Each common share or Pre-Funded Warrant with one accompanying warrant

Gross proceeds $13,600,000 Before underwriting discounts and offering expenses

Warrant exercise price $5.00 per share Each warrant exercisable for one common share

Warrant term 5 years Exercise period following date of issuance

Over-allotment shares 200,000 shares Additional common shares or Pre-Funded Warrants available to underwriters

Additional warrants 200,000 warrants Underwriters’ 45-day over-allotment option

NYSE American listing date February 20, 2026 Expected first trading date for BESS and BESSWS

Over-allotment period 45 days Underwriters’ option duration

Market Reality Check

Price: $2.44 Vol: Volume 52594 vs 20-day av...

high vol

$2.44 Last Close

Volume Volume 52594 vs 20-day average 4781 indicates unusually active trading ahead of this offering. high

Technical Shares at 5.62, trading below the 200-day MA of 7.89, reflecting a weakened longer-term trend.

Peers on Argus

BESS fell 19.71% while key renewable peers showed mixed to positive moves (e.g.,...

BESS fell 19.71% while key renewable peers showed mixed to positive moves (e.g., WNDW up 22.94%, CLNV up 2.5%), pointing to a stock-specific reaction.

Previous Offering Reports

1 past event · Latest: Dec 05 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Offering and uplist	Neutral	+11.8%	Announced NYSE American uplist with concurrent securities offering.

Pattern Detected

Prior offering/uplist news saw a positive move of 11.76%; today’s sharp decline contrasts with that earlier reaction.

Recent Company History

Over recent months, Bimergen focused on uplisting to the NYSE American with concurrent offerings, repeatedly amending its Form S-1 and positioning to fund BESS project development and working capital. A prior offering-tagged uplist announcement on Dec 5, 2025 coincided with a 11.76% gain. Today’s priced offering and NYSE American listing continue that capital-raising trajectory but have been met with a notably negative price move.

Historical Comparison

+11.8% avg move · Previous offering-tag news saw a 11.76% gain, whereas this priced offering and listing coincided wit...

offering

+11.8%

Average Historical Move offering

Previous offering-tag news saw a 11.76% gain, whereas this priced offering and listing coincided with a -19.71% move, marking a sharp contrast.

Both the prior and current events pair NYSE American listing milestones with equity offerings to fund BESS project development and working capital.

Market Pulse Summary

The stock dropped -39.1% in the session following this news. The decline reflects investor sensitivi...

Analysis

The stock dropped -39.1% in the session following this news. The decline reflects investor sensitivity to dilution from a $4.00 unit offering with attached warrants, especially against a backdrop of prior going-concern and liquidity disclosures. While a previous offering-tagged uplist headline saw a 11.76% gain, the current priced deal and warrant structure may have weighed more heavily. With shares already trading well below the 200-day MA, additional supply and execution risks on BESS projects could have amplified downside pressure.

Key Terms

underwritten public offering, pre-funded warrants, warrant, exercise price, +4 more

8 terms

underwritten public offering financial

"announced the pricing of an underwritten public offering of common stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof)"

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.

warrant financial

"and one accompanying warrant per common stock or Pre-Funded Warrant"

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.

exercise price financial

"Each warrant is exercisable for one share of common stock at an exercise price of $5.00"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

over-allotments financial

"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.

NYSE American regulatory

"begin trading on the NYSE American on February 20, 2026"

NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.

Form S-1 regulatory

"A registration statement on Form S-1 (File #333-280668) relating to the shares"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

prospectus regulatory

"This offering is being made only by means of a 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.

AI-generated analysis. Not financial advice.

Newport Beach, CA, Feb. 20, 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 200,000 shares of common stock (or Pre-Funded Warrants) and/or an additional 200,000 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 did Bimergen (BESS) announce on February 20, 2026 about a public offering?

Bimergen announced an underwritten public offering priced at $4.00 per share, raising $13,600,000 gross. According to the company, the offering includes one warrant per share and may include pre-funded warrants in lieu of shares.

When will Bimergen (BESS) and its warrants (BESSWS) begin trading on NYSE American?

Shares and warrants are expected to begin trading on February 20, 2026 on NYSE American. According to the company, the offering is expected to close on February 23, 2026, subject to customary closing conditions.

How much capital will Bimergen (BESS) raise from the offering and is there an overallotment option?

The offering is expected to raise $13,600,000 in gross proceeds, before discounts and expenses. According to the company, underwriters have a 45-day option to purchase up to an additional 200,000 shares and 200,000 warrants.

What are the warrant terms for Bimergen (BESS) offering and exercise period?

Each warrant is exercisable for one share at an exercise price of $5.00 and is immediately exercisable. According to the company, each warrant will remain exercisable for a period of five years from issuance.

How does Bimergen (BESS) plan to use the proceeds from the offering?

The company intends to use net proceeds to develop BESS projects and for general working capital. According to the company, the stated uses are project development and corporate working capital needs.