Bimergen Energy Corporation (BESS) seeks shelf registration for up to $100,000,000 in aggregate offerings of common or preferred stock, debt securities, warrants, rights and units from time to time. This preliminary prospectus remains subject to completion, and the company may not sell securities until the registration statement is effective. Net proceeds are intended for general corporate purposes, potentially including capital expenditures, working capital and general and administrative expenses, unless offering materials provide otherwise.
Bimergen describes 23 development-stage BESS projects with estimated cumulative storage capacity of 1.965 GW and 13 solar projects with anticipated cumulative generation capacity of 1.640 GW. Its wholly owned subsidiary Emergen contributed 100% interests in three BESS project companies to a JV affiliated with Cerberus Capital Management and its Frontier Power USA platform. Consideration included approximately $5.7 million in development fees, approximately $3.2 million in accountable expenses and 75 Class B Units representing 7.5% of the JV. As of June 30, 2026, $3.4 million had been paid and $2.8 million remained receivable. On July 15, 2026, $3.0 million was received; a $2.5 million development fee remains payable upon Redbird attaining notice-to-proceed status, anticipated during 2026.
Bimergen Energy Corp. (BESS) filed a preliminary shelf registration to offer up to $100,000,000 in aggregate securities from time to time after effectiveness. Potential securities include common and preferred stock, debt securities, warrants, rights and units. Unless an offering supplement provides otherwise, net proceeds are intended for general corporate purposes, including capital expenditures, working capital and general and administrative expenses.
The company describes 23 development-stage battery storage projects with estimated cumulative capacity of 1.965 GW and 13 solar projects with anticipated cumulative capacity of 1.640 GW once constructed and operational.
On May 21, 2026, wholly owned subsidiary Emergen contributed its 100% equity interests in three BESS project companies to FPU-BEC Development Topco, LLC, an affiliate of Cerberus Capital Management and its Frontier Power USA platform. Consideration included approximately $5.7 million in development fees, approximately $3.2 million in accountable expenses and 75 Class B Units representing 7.5% of the JV Company's outstanding equity, provisionally recorded at $500,000 as of June 30, 2026. A $2.5 million development fee is payable when the Redbird project reaches notice to proceed through the JV Company's efforts, a milestone anticipated during 2026.
Bimergen Energy Corporation reported its first significant operating revenue as a BESS developer. For the quarter ended June 30, 2026, revenue was $7,903,159, all from development and sale of battery storage and solar projects to Cerberus/Frontier Power, Bridgelink Development, and Eos Energy Storage.
Quarterly gross profit was $4,813,036 and net income was $1,628,379, compared with a net loss of $821,409 a year earlier. For the six months, the company still posted a net loss of $2,123,226, driven largely by $3,792,000 of stock-based compensation and other operating costs.
Total assets rose to $38.4 million, including $22.9 million of development intangibles. Cash increased to $9,377,141 from $401,203, mainly from a February 2026 equity offering that raised about $13.6 million gross and repaid related-party debt. Shares outstanding grew to 7,097,573. The business remains early-stage, reliant on continued project sales, joint ventures, and future offtake arrangements to monetize its 3.6 GW development pipeline.
Bimergen Energy Corporation reported a change in its external auditor. On June 30, 2026, the Audit Committee terminated Ramirez Jimenez International CPAs (RJI) as the company’s independent registered public accounting firm and approved the appointment of Weinberg & Company, P.A. as the new auditor.
The company states that during its two most recent fiscal years and through June 30, 2026, it had no disagreements with RJI on accounting principles, financial disclosure, or audit scope, and no reportable events under Item 304(a)(1)(v) of Regulation S-K. RJI’s letter concurring or commenting on these disclosures is filed as Exhibit 16.1.
Bimergen Energy Corporation, through its wholly owned subsidiary Emergen Energy LLC, entered into a contribution and joint development arrangement with FPU-BEC Development Topco, LLC to advance utility-scale battery energy storage projects.
Emergen contributed three BESS project companies to the joint venture in exchange for 75 Class B Units, representing 7.5% of the JV’s equity, plus a reimbursement payment of $1,176,159 payable within 10 business days. A related Membership Interest Purchase Agreement provides for Emergen to acquire one of the project companies for approximately $643,500, paid in milestone-based installments.
Under a Joint Development Agreement, Emergen may receive up to approximately $5.69 million in development and milestone payments tied to the contributed portfolio and future ERCOT battery projects with four-hour or longer durations, with certain payments due no later than July 15, 2026 subject to the agreement’s conditions.
Bimergen Energy Corporation reported first-quarter 2026 results with no revenue and a net loss of $3.75 million, compared with a loss of $0.86 million a year earlier. The larger loss was driven mainly by higher general and administrative costs, including stock-based compensation.
Cash and cash equivalents rose sharply to $8.91 million as of March 31, 2026, helped by a February underwritten public offering that generated approximately $13.6 million in gross proceeds from 3.1 million common shares, 300,000 pre-funded warrants, and 3.6 million warrants.
Total assets reached $35.3 million, largely reflecting $23.9 million of indefinite-lived intangible assets tied to utility-scale battery energy storage and solar development projects, which remain in various stages of development and are not yet generating operating revenue.
Bimergen Energy Corporation updated employment agreements for its top executives, effective April 1, 2026. The Compensation Committee amended contracts for Robert J. Brilon and Cole W. Johnson, confirming both as Co-Chief Executive Officers, with Mr. Brilon also serving as Chief Financial Officer and Mr. Johnson as President.
Each executive’s base salary was set at $425,000 per year, with potential increases at the Board’s discretion and additional performance bonuses tied to achieving specified milestones. Both amended agreements have five-year terms and automatically renew for one year if not terminated earlier.
Bimergen Energy Corp director and Co-CEO Johnson Cole Wayne received a grant of options to buy 100,000 shares of Common Stock. The options have an exercise price of $2.51 per share, were granted on April 30, 2026, and expire on April 30, 2036. Following this award, his directly owned derivative holdings reported in this filing total 585,715 options.
POTTER VAN H reported acquisition or exercise transactions in this Form 4 filing.
Bimergen Energy Corp director Van H. Potter received a grant of 25,000 stock options on April 30, 2026. These options give the right to buy Common Stock at $2.51 per share and expire on April 30, 2036. Following this compensation-related award, his reported option holdings total 70,000 derivative securities, with no open-market share purchases or sales disclosed.