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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 30, 2026
BIMERGEN
ENERGY CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-43138 |
|
93-3419812 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
895
Dove Street. Suite 300
Newport
Beach, California |
|
92660 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(855)
946-0154
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BESS |
|
NYSE
American LLC |
| Common
Stock Purchase Warrants |
|
BESSWS |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 30, 2026, Bimergen Energy Corporation (“Bimergen”) Compensation Committee entered into amendments of its employment
agreements with Robert J. Brilon as Co-Chief Executive Officer and Chief Financial Officer (the “Brilon Agreement”)
and Cole W. Johnson as Co-Chief Executive Officer and President (the “Johnson Agreement”) effective April 1, 2026.
The
Brilon Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Brilon’s
base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Brilon has
performance bonuses that Mr. Brilon can earn with the achievement of certain milestones. The term of the agreement is five years and
will automatically renew for a one year period if it is not terminated earlier.
The
Johnson Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Johnson’s
base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Johnson
has performance bonuses that Mr. Johnson can earn with the achievement of certain milestones. The term of the agreement is five years
and will automatically renew for a one year period if it is not terminated earlier.
The
foregoing descriptions of the Brilon Agreement and Johnson Agreement are not intended to be complete and are qualified in its entirety by
reference to the Employment Agreement Amendments attached hereto as Exhibit 10.1 and 10.2 respectively and incorporated by reference
into this Item 5.02.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 10.1 |
|
Robert Brilon Employment Agreement dated April 30, 2026 |
| 10.2 |
|
Cole W. Johnson Employment Agreement dated April 30, 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:
May 6, 2026 |
By: |
/s/
Robert J. Brilon |
| |
Name:
|
Robert
J. Brilon |
| |
Title: |
Co-Chief
Executive Officer and Chief Financial Officer |