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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): October 21, 2025
BIMERGEN
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-27407 |
|
93-3419812 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
No.) |
|
(IRS
Employee
Identification
No.) |
895
Dove Street, Suite 300
Newport
Beach, CA 92660
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code: (855) 946-0154
Not
applicable.
(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 |
|
OTC
Markets |
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. |
Appointment
of Officers
Effective
October 21, 2025, Bejamin Tran resigned as the Chief Executive Officer of Bimergen Energy Corporation (the “Company”). Mr.
Tran’s resignation was not a result of any disagreements with the Company on any matter relating to the Company’s operations,
policies, or practices and Mr. Tran will serve as the Company’s Executive Chairman. To fill the vacancy, the
Board of Directors of the Company (the “Board”) appointed Cole W. Johnson and Robert J. Brilon as the Co-Chief Executive
Officers. The Board also confirmed that Messrs. Johnson and Brilon will continue to hold their prior positions of President and Chief
Financial Officer, respectively.
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 |
| |
|
|
| Dated:
October 21, 2025 |
By: |
/s/
Robert J. Brilon |
| |
|
Robert
J. Brilon |
| |
|
Co-Chief
Executive Officer |
