Bimergen Energy SEC Filings

Bimergen Energy Corporation is registering 1,321,586 shares of common stock, together with pre-funded warrants that may be issued instead of shares on a one-for-one basis, in a firm-commitment underwritten offering. The assumed public price is $9.08 per share, and the company expects net proceeds of about $10.6 million, or $12.3 million if the underwriters fully exercise a 198,238-share over-allotment option. Common stock outstanding would increase from 3,857,906 shares before the deal to 5,179,492 shares afterward, or 5,377,730 shares if the option is fully exercised.

The common stock currently trades on the OTC Markets under the symbol BESS, and the closing of this offering is contingent on listing on the NYSE American under the same symbol. Bimergen is a development-stage renewable energy project developer focused on large battery energy storage system (BESS) and solar projects, with a roughly 2 GW BESS pipeline and no current revenue. The company plans to use offering proceeds, alongside a $50 million mezzanine facility, tax equity and project debt, to advance selected BESS projects toward construction-ready status and eventual operation.

Bimergen Energy Corporation filed Amendment No. 11 to its Form S-1 for a firm-commitment primary offering of 1,321,586 shares of common stock at an assumed price of $9.08 per share, with pre-funded warrants (exercise price $0.0001) available in lieu of shares for purchasers constrained by 4.99% (or, at election, 9.99%) beneficial ownership limits. The underwriter has a 45-day option to purchase up to 198,238 additional shares and/or pre-funded warrants to cover over-allotments. Closing is contingent upon listing on the NYSE American under the symbol “BESS.”

Bimergen expects net proceeds of approximately $10.6 million (or $12.3 million if the option is exercised in full), to be used for BESS project development and working capital. Shares outstanding were 3,857,906 immediately prior to the offering and would be 5,179,492 after the offering (or 5,377,730 if the option is exercised). The company is a development-stage renewable energy project developer focused on utility-scale battery energy storage and solar projects.

Bimergen Energy Corporation reported a Q3 2025 net loss of $1,795,478 with no revenue. For the nine months ended September 30, 2025, net loss was $3,474,531. Operating expenses were driven largely by stock-based compensation, including option modifications noted this quarter.

Liquidity remains tight: cash stood at $74,087 and working capital was approximately ($2.3 million). Management disclosed substantial doubt about the company’s ability to continue as a going concern. The company recorded $943,500 as deferred revenue tied to a solar project sale agreement and raised $825,700 during the period through unsecured related‑party notes at 9.5% interest, maturing December 31, 2025.

Strategically, a JV with RelyEZ saw $10 million funded by the partner; Bimergen made no contributions in Q3 but may be obligated for up to $12.5 million over time. Internal controls were deemed ineffective due to material weaknesses. Common shares outstanding were 3,867,906 as of October 31, 2025.

Bimergen Energy Corporation filed an amended S-1 for a firm-commitment primary offering of 2,000,000 shares of common stock, with an assumed public price of $6.00 per share. The company is also offering pre‑funded warrants in lieu of shares for purchasers constrained by ownership caps, with a $0.0001 exercise price and a 4.99% (or 9.99% at holder election) beneficial ownership limitation. The underwriter, ThinkEquity, has a 45‑day option to purchase up to 300,000 additional shares and/or pre‑funded warrants to cover over‑allotments.

The company expects approximately $10.6 million in net proceeds (or $12.3 million if the option is exercised in full), to be used for BESS project asset development, BESS project development, and working capital. Bimergen has applied to list its common stock on the NYSE American under the symbol BESS, and closing of the offering is contingent upon such listing. Shares outstanding were 3,857,906 as of June 30, 2025, with 5,857,906 expected immediately after the offering (or 6,157,906 if the option is exercised). The pre‑funded warrants will not be listed.

Bimergen Energy (BESS) filed Amendment No. 9 to its Form S-1 for a primary offering of 2,000,000 shares of common stock, with the option for certain investors to purchase pre-funded warrants in lieu of shares. The assumed public price is $6.00 per share, and the deal is underwritten on a firm commitment basis by ThinkEquity, including a 45-day option for up to 300,000 additional shares and/or pre-funded warrants to cover over-allotments. The offering’s closing is contingent upon approval to list on NYSE American under the symbol “BESS.”

The company expects net proceeds of approximately $10.6 million at the assumed price, to be used for BESS project asset development, project advancement, and working capital. Pre-funded warrants will be immediately exercisable at an exercise price of $0.0001 per share and will expire five years from issuance; they are offered to purchasers constrained by a 4.99% (or 9.99% at election) beneficial ownership cap. Common stock outstanding was 3,857,906 shares as of June 30, 2025, and is expected to be 5,857,906 shares after the offering (or 6,157,906 if the over-allotment is fully exercised).

Bimergen is a development-stage renewable energy project developer focused on utility-scale battery energy storage systems and solar. The portfolio includes development-stage BESS and solar projects acquired from Emergen Energy, with a plan to prioritize BESS development and pursue project-level financing and tax incentives.

Bimergen Energy Corporation announced leadership changes. Bejamin Tran resigned as Chief Executive Officer and will serve as Executive Chairman. The Board appointed Cole W. Johnson and Robert J. Brilon as Co‑Chief Executive Officers. Johnson will continue as President and Brilon will continue as Chief Financial Officer, providing continuity in day‑to‑day operations.

Bimergen Energy Corporation (formerly through a 1-for-140 reverse stock split) reports material corporate changes and financing needs. The company acquired 100% of Emergen Energy LLC for $22.2 million and recorded the purchase price as indefinite-lived development-project intangible assets, allocating $20.0 million to BESS projects and $2.2 million to solar projects. Emerging portfolio capacity is ~1.965 GW of BESS and ~1.640–3.840 GW of solar development across major U.S. ISOs. As of December 31, 2024 the company held about $0.2 million cash and an accumulated deficit near $4.8 million; at June 30, 2025 cash was about $0.02 million with an accumulated deficit of about $6.5 million, creating substantial doubt about going concern. Management is pursuing equity or debt financings and strategic transactions. Related-party arrangements include milestone sharing (62.5% to an entity controlled by the company’s president) and promissory notes totaling $415,300 at 9.5% interest. Potential contingent fees tied to project financing could total roughly $69 million (BESS) and $57 million (solar) if all projects secure financing.