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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): May 21, 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
1.01. Entry into a Material Definitive Agreement.
Contribution
Agreement
On
May 21, 2026, Emergen Energy LLC (“Emergen”), a wholly-owned subsidiary of Bimergen Energy Corporation (the “Company”),
entered into a Contribution Agreement (the “Contribution Agreement”) with FPU-BEC Development Topco, LLC (the “JV Company”),
a Delaware limited liability company affiliated with Cerberus Capital Management, L.P. and its Frontier Power & Utilities (“FPU”)
platform. Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system
(“BESS”) project companies (the “Project Companies”), to the JV Company.
As
consideration for the contribution of the Project Companies, the JV Company will (i) issue to Emergen 75 Class B Units in the JV Company,
representing 7.5% of the total outstanding equity interests, and (ii) distribute to Emergen a reimbursement payment of $1,176,159.00
(the “Reimbursement Amount”) payable within 10 business days of the execution of the Contribution Agreement.
The
closing of the Contribution Agreement occurred simultaneously with its execution on May 21, 2026 with respect to two of the Project Companies
and with respect to the third Project Company, will occur immediately following its acquisition by Emergen, which must occur within 15
business days of the date of the Contribution Agreement. If Emergen fails to consummate the third acquisition, Emergen is required to
make a capital contribution to the JV Company in an amount equal to the portion attributable to such project.
The
Contribution Agreement contains customary representations and warranties of Emergen relating to, among other things, organization and
qualification, authority and enforceability, no conflicts, legal proceedings, non-foreign status, and the absence of brokers. Emergen
also made representations and warranties relating to the Project Companies, including organization, ownership, title to project properties,
environmental matters, undisclosed liabilities, intellectual property, contracts, permits, compliance with laws, legal proceedings, ERISA,
labor matters, affiliate contracts, and taxes.
Joint
Development Agreement
Concurrently
with the Contribution Agreement, on May 21, 2026, Emergen entered into a Joint Development Agreement (the “JDA”) with the
JV Company. The JDA establishes the framework for collaboration between the parties to jointly develop the contributed BESS portfolio
and to cooperate in the joint identification, development, and commercialization of additional utility-scale battery energy storage projects
with durations of four hours or greater per project in the ERCOT market.
Pursuant
to the terms of the JDA, Emergen will be entitled to receive development service payments and milestone-based payments associated with
the contributed projects and future project advancement activities. The agreements provide for the potential payment to Emergen of up
to approximately $5.69 million in aggregate development fees and milestone payments, including amounts payable for development work completed
to date and additional payments tied to the achievement of specified project development milestones and other conditions. Certain payments
are payable no later than July 15, 2026, subject to the terms and conditions of the JDA.
Contributed
Equity Assignment Agreement
Also
on May 21, 2026, Emergen and the JV Company entered into a Contributed Equity Assignment Agreement (the “Assignment Agreement”),
pursuant to which Emergen assigned and transferred 100% of the equity interests in the Project Companies to the JV Company, and the JV
Company accepted and assumed the Contributed Equity from Emergen.
Membership
Interest Purchase Agreement
Additionally,
on May 21, 2026, Emergen entered into a Membership Interest Purchase Agreement (the “MIPA”) pursuant to which Emergen acquired
100% of the membership interests in one of the contributed Project Companies for consideration of approximately $643,500, payable in
installments tied to specified project development milestones.
The
foregoing descriptions of the Contribution Agreement, Joint Development Agreement, Contributed Equity Assignment Agreement, Eos Consent
Agreement, and Oak Hill MIPA do not purport to be complete and are qualified in their entirety by reference to the full text of each
agreement, copies of which are filed as exhibits hereto as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information under Item 1.01 of this Current Report on Form 8-K related to the Contribution Agreement, the JD Development Agreement, the
Assignment Agreement and the MIPA is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a) Exhibits
| Number |
|
Description |
| 10.1*† |
|
Contribution Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC |
| 10.2*† |
|
Joint Development Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC |
| 10.3*† |
|
Contributed Equity Assignment Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC |
| 10.4*† |
|
Membership Interest Purchase Agreement, dated as of May 21, 2026, by and between Grun Energy, LLC and Emergen Energy LLC |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
†
Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish
to the SEC a copy of any omitted schedule and/or exhibit upon request.
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 28, 2026 |
By: |
/s/
Robert J. Brilon |
| |
Name: |
Robert
J. Brilon |
| |
Title: |
Co-Chief
Executive Officer and Chief Financial Officer |
