Bimergen Energy (NYSE: BESS) closes $13.6M public stock and warrant offering
Rhea-AI Filing Summary
Bimergen Energy Corporation completed an underwritten public offering of common stock, pre-funded warrants, and accompanying warrants for gross proceeds of approximately
The company sold 3,100,000 shares of common stock, 300,000 pre-funded warrants, and 3,600,000 warrants, including 200,000 warrants from a partial over-allotment exercise. Each warrant is immediately exercisable for one share at
Bimergen plans to use the net proceeds to fund battery energy storage system (BESS) project asset development, develop additional BESS projects, and for working capital. Its common stock and warrants began trading on the NYSE American under the symbols BESS and BESSWS on
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Insights
Bimergen raises $13.6M via equity and warrants to fund BESS growth.
Bimergen Energy Corporation completed an underwritten public offering of common stock, pre-funded warrants, and warrants, generating gross proceeds of about
The deal includes 3,100,000 shares, 300,000 pre-funded warrants, and 3,600,000 warrants, with the underwriter taking 200,000 warrants through a partial over-allotment exercise. Underwriter compensation includes a 7.5% discount to the
Net proceeds are earmarked for battery energy storage project development and working capital, directly tied to the company’s core business. The concurrent NYSE American listing of common stock and warrants under symbols BESS and BESSWS may broaden investor access, while lock-up agreements for 180 days help stabilize the shareholder base after the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Underwritten Public Offering
On February 20, 2026, Bimergen Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and ThinkEquity LLC (the “Underwriter”), relating to the Company’s underwritten public offering (the “Offering”) of 3,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants to purchase up to 300,000 shares of Common Stock (the “Pre-Funded Warrants”), and accompanying warrants (the “Warrants”) to purchase 3,400,000 shares of Common Stock. The Warrants are exercisable immediately at an exercise price of $5.00 per share of Common Stock and expire in five years. The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.0001 per share of Common Stock and will not expire. The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-280668), previously filed with Securities Exchange Commission (the “Commission”) and subsequently declared effective by the Commission on January 29, 2026 and the Company’s registration statement on Form S-1 MEF (File No. 333-293610), filed by the Company with the Commission on February 20, 2026 and automatically effective on such date. A final prospectus relating to the offering was filed with the Commission on February 20, 2026.
Pursuant to the Underwriting Agreement, the public offering price was $4.00 per Share and Warrant combined, and the Underwriter purchased the Shares and Warrants at a 7.5% discount to the public offering price. The Company granted the Underwriter the option to purchase, within 45 days from the date of the Underwriting Agreement, an additional 200,000 shares of Common Stock at $4.00 and /or Pre-Funded Warrants at $3.999, the same price per share as the Shares and Pre-Funded Warrants, respectively, and/or an additional 200,000 Warrants (the “Over-Allotment Option”), of which the Underwriter exercised a partial option on February 23, 2026 to purchase all 200,000 Warrants in the Over-Allotment Option.
The Underwriting Agreement includes customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company, each director and executive officer of the Company and certain significant stockholders of the Company have agreed not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of the Underwriter, for a 180-day period, subject to certain limitations therein.
The Underwriter acted as sole book-running manager for the Offering and in addition to underwriting discounts and commissions, non-accountable expenses and expense reimbursement of approximately $1,323,517. The Underwriter also received warrants to purchase shares of Common Stock equal to 5% of the aggregate number of shares of Common Stock sold in the Offering (the “Underwriter’s Warrants”). The Underwriters’ Warrants will be exercisable for a period commencing 180 days following the closing of the offering and ending on the fifth anniversary of the closing date at an exercise price equal to $5.00 per share, or 125.0% of the offering price of the common stock.
On February 23, 2026, the Offering closed resulting in the Company selling a total of 3,100,000 shares of Common Stock, 300,000 Pre-Funded Warrants, and 3,600,000 Warrants sold including the partial exercise of the Underwriter’s over-allotment option for 200,00 Warrants, for gross proceeds of approximately $13.6 million, before deducting underwriting discounts, commissions, and other estimated offering expenses. The Company intends to use the net proceeds of this Offering to provide funding for BESS project asset development, development of BESS projects, and working capital, as set forth in the prospectus.
The Warrants were issued pursuant to a Warrant Agency Agreement entered into by and between the Company and VStock Transfer, LLC, as warrant agent.
The Underwriting Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Pre-Funded Warrant and form of Underwriter Warrant are filed as Exhibit 4.2 and 4.3, respectively, to this Form 8-K and is incorporated herein by reference. A copy of the Warrant Agent Agreement is filed as Exhibit 4.4 to this Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On February 20, 2026, and February 23, 2026, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering, respectively. In connection with the pricing of the Offering, the Company’s Common Stock and Warrants were listed for trading on The New York Stock Exchange American under the symbols “BESS” and “BESSWS,” respectively, beginning at the opening of trading hours on February 20, 2026. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information disclosed under this Item 8.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements And Exhibits
(a) Exhibits
| Number | Description | |
| 1.1 | Underwriting Agreement between the Company and ThinkEquity LLC dated February 20, 2026 | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Underwriter Warrant (Incorporated by reference to Exhibit B to Exhibit 1.1 to the Company’s Registration Statement on Form S-1, as amended, originally filed on July 3, 2024) | |
| 4.3 | Warrant Agent Agreement between the Company and VStock Transfer, LLC Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Lucosky Brookman LLP | |
| 99.1 | Press Release dated February 20, 2026 | |
| 99.2 | Press Release dated February 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIMERGEN ENERGY CORPORATION | ||
| Date: February 25, 2026 | By: | /s/ Robert J. Brilon |
| Name: | Robert J. Brilon | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
Corrected Press Release - Bimergen Energy Corporation Announces Pricing of Public Offering and NYSE American Listing
Newport Beach, CA – February 20, 2026 — 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, 41st 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
Exhibit 99.2
Bimergen Energy Corporation Announces Closing of $13.6 Million Public Offering
Newport Beach, CA – February 23, 2026 — 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 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, 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.
FAQ
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Filing Exhibits & Attachments
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