What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-05-30 · 396 added, 294 removed, 322 unchanged (68% of the section changed)

Energy Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March

In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech

Mining Corporation, a Wyoming corporation (“BTM”), the Company amended to its Certificate of Incorporation on April

29, 2022 to change its corporate name to Bitech Technologies Corporation.

On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to:

a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share

for every 140 pre-split shares;

and (ii) to change the name of the Company to Bimergen Energy Corporation.

Energy Corporation (the “Company”, “Bimergen,” “Bitech,” “we” or “us”) was

incorporated under the laws of Delaware on March 4, 1998.

In connection with the Company’s planned expansion of its business following

the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it amended to its

Certificate of Incorporation on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.

On January 28, 2025,

the Company filed a Certificate of Amendment to its Certificate to Incorporation to:

(i) effect a reverse stock split of its common stock,

par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share for every 140 pre-split shares;

to change the name of the Company to Bimergen Energy Corporation.

The reverse split and name change took effect on the OTC Markets on

February 7, 2025 and the Company’s symbol change to “BESS” took effect on March 3, 2025.

are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via

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the “Development Projects”) once constructed and operational.

are a development-stage company with the strategic objective of developing, commercializing, and operating a diversified portfolio of

battery energy storage systems (“BESS”) and solar energy projects across the United States.

of December 31, 2025, we have not commenced commercial operations and have not generated revenue.

We are currently in the mid-stage

of our development lifecycle and are actively advancing approximately a 2 GW pipeline of BESS projects.

support this growth, one of our battery suppliers, RelyEZ, has committed up to $50 million, including an initial $10 million funding to

a joint venture.

the next twelve months, we intend to progress a portion of our development pipeline to construction-ready status, initiate procurement

and site preparation on priority projects, and expand internal capabilities across development, engineering, and execution.

We expect these activities to be funded through a combination of available cash, the net proceeds of the February

2026 public offering, project-level funding arrangements under the RelyEZ / GridSpan joint venture for qualifying projects, potential

tax equity financing for a portion of capital expenditures, and project-level long-term debt financing, subject to availability and finalization

of definitive arrangements.

Concurrently, we will work to secure interconnection agreements, finalize site control and

permitting, and engage prospective offtakers.

primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio

of BESS and solar energy projects.

We aim to leverage by partnering with advanced BESS technologies and Energy Management Systems (EMS)

to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the imbalance

between energy supply and demand caused by the intermittent nature of solar and wind resources.

This approach aligns with the increasing

demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation and peak

energy demand create revenue opportunities through energy storage and dispatch.

We plan to store excess energy generated during periods

of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency.

Upon reaching commercial operation,

we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage and ancillary

We aim to leverage by partnering with advanced BESS technology suppliers and Energy Management Systems

(EMS) to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the

imbalance between energy supply and demand caused by the intermittent nature of solar and wind resources.

This approach aligns with the

increasing demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation

and peak energy demand create revenue opportunities through energy storage and dispatch.

We plan to store excess energy generated during

periods of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency.

Upon reaching commercial

operation, we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage

and ancillary services.

Business in Battery Energy Storage Systems (BESS)

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in voltage and frequency.

By reducing demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand and

lower electricity costs for consumers.

By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase the

overall economic value of stored energy, delivering both reliable performance efficient operation in dynamic market conditions.

will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.

These ancillary

services both relieve grid stress, offer additional potential revenue streams, and maximize likelihood of punctual project development

within budget and ensure product quality standards.

We believe we are well- positioned to leverage our existing relationships to secure

multi-year customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed into

future developments.

Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid infrastructure

upgrades by efficiently managing local supply and demand.

expect our BESS projects to be located alongside traditional power transmission lines or near large offtakers with high energy demands,

enhancing grid stability and reducing energy costs.

These locations are suitable for battery storage facilities of approximately thirty

acres and undergo environmental studies and assessments to ensure feasibility.

While the letters of intent the Company has entered into

or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner

or address, but, rather, are county based.

The Company believes it could adjust its plans to find a similar, suitable location if it

is unable to negotiate a definitive agreement to develop a project with the landowner.

By reducing supply-demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand

and lower electricity costs for consumers.

By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase

the overall economic value of stored energy, delivering both reliable performance and efficient operation in dynamic market conditions.

Our systems will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.

These ancillary services both relieve grid stress, offer additional potential revenue streams, and maximize likelihood of punctual project

development within budget and ensure product quality standards.

We believe we are well- positioned to leverage our existing relationships

to secure multi-year customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed

into future developments.

Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid

infrastructure upgrades by efficiently managing local supply and demand.

We expect our customers will include traditional trading houses

(e.g., Goldman Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities.

The terms of our agreements with customers

will be defined by tolling agreements, financial hedges, or power purchase agreements (PPAs), which serve as financial instruments to

guarantee all or a portion of future revenues.

Energy’s business model as a BESS project owner and developer will leverage long-term contracted tolling agreements to generate

stable revenue with upside potential.

While Bimergen owns and plans to develop a portfolio of BESS projects, tolling agreements with

major energy trading entities or institutional financial firms will provide a dual revenue model including guaranteed floor payments

and upside profit sharing.

The floor payment could be a fixed or minimum revenue guarantee to cover operational costs and provide downside

protection against low market prices or volatility.

Upside sharing is a profit-sharing mechanism where revenues above the floor would

be split between Bimergen and the offtaker, incentivizing optimization of energy trading.

these contracts have not yet been finalized, institutional traders will manage daily operations and energy trading under the agreements

They will monitor market prices and advise Bimergen to charge the batteries during off-peak hours using low-cost grid energy,

then discharge the batteries during peak hours, selling high-priced power back to the grid.

Under the prospective agreements, institutional

offtakers would buy the discharged power wholesale, resell it at market prices for profit, guarantee the floor payment, and share upside

revenue with Bimergen.

Beyond arbitrage, tolling agreements may include provisions for ancillary services like frequency regulation,

voltage support, or capacity payments, where the BESS helps stabilize the grid for additional revenue streams.

The offtaker would assume

market price risk, while the BESS owner would be responsible for system maintenance and performance, ensuring the assets meet contractual

The floor payment would ensure predictable cash flows, making projects bankable by institutional investors or lenders to

provide project financing.

Upside sharing would allow developers to benefit from high market prices without direct exposure to trading

Partnering with experienced traders leverages their market knowledge, reducing the need for in-house trading capabilities.

benefit from access to infrastructure by gaining control over a BESS without owning or maintaining it, and capture margins by reselling

power at market prices, especially during peak demand.

Offtake agreements are long-term contracts, often spanning 10–20 years,

to align with the lifecycle of BESS projects and provide revenue certainty for financing.

renewable energy penetration increases, BESS tolling agreements are becoming more common to manage intermittency (e.g., storing solar/wind

energy for peak times).

The global BESS market is projected to grow significantly, with tolling agreements facilitating project financing.

The structure of tolling agreements vary on a case-by-case basis.

While the floor payment mitigates downside, low market prices can limit

upside potential, affecting overall returns.

BESS performance declines over time, which may impact revenue if not accounted for in the

The financial stability of the offtaker is critical, as their ability to meet floor payments or share upside depends on their

market success.

Shifts in energy market policies or grid incentives can affect the profitability of tolling agreements.

are in talks with a number of investment banks to secure offtake agreements for our projects.

However, to date, we have not entered into

any offtake agreements and there can be no assurance that we will be able to do so on terms favorable to the Company.

If we are not successful

in obtaining favorable terms, we will operate these projects by selling merchant power and use a third-party scheduling entity to assist

us in scheduling the power.

This exposes the BESS to market volatility, where prices fluctuate based on supply, demand, fuel costs, and

other dynamics.

Without guaranteed revenue streams, the BESS owner assumes financial risk, as electricity prices can vary significantly.

However, during periods of high demand or grid stress, the system can capitalize on higher prices.

The BESS can also provide services

like energy arbitrage, storing low-cost electricity and selling it when prices rise, or ancillary services like frequency regulation

and reserves, which can be more profitable during grid instability.

The key advantage of this model is the potential for higher returns

in favorable market conditions, but it also carries the risk of lower profits or losses when market prices drop or when demand for storage

services is insufficient.

Like traditional merchant power plants, a BESS in this model faces financial uncertainty but has the flexibility

to adjust based on real-time market conditions.

anticipate management will be active in identifying, negotiating and establishing the financing relationships required for our projects.

Since the Company and its subsidiaries do not have the in-house personnel to construct these projects, we also anticipate management

will hire third parties to manage the construction of the project facilities and we will manage and negotiate the purchase of the key

components of the facility (most importantly being the batteries).

The Development Projects purchased are at various stages and we executed

an agreement with Energy Independent Partners (“EIP”) (a Delaware limited liability company controlled by Cole Johnson, our

Co-CEO and President and Director commencing as of the date of acquisition of Emergen) for services to include:

pre-construction and

pre-operational activities such as assisting with qualifying the Development Projects for financing;

assisting with achieving RTB Status

for Development Projects;

and assisting with marketing the Development Project to a third party, if desired.

The relevant fees for these

services are $0.035 per watt of capacity and are included in the Development Fees column of the table below.

project locations are selected to be located alongside traditional power transmission lines or near large offtakers (our expected customers)

with high energy demands, enhancing grid stability and reducing energy costs.

These locations are suitable for battery storage facilities

of approximately thirty acres and undergo environmental studies and assessments to ensure feasibility.

While the letters of intent the

Company has entered into or negotiated for these projects are for specific locations, the Company’s development plans are not dependent

on the landowner or address, but, rather, are county based.

The Company believes it could adjust its plans to find a similar, suitable

location if it is unable to negotiate a definitive agreement to develop a project with the landowner.

is a key consideration when selecting a site to develop a project.

All projects are chosen in rural areas, outside high electricity demand

zones, and on existing transmission lines.

Transmission lines are then measured for available capacity and evaluated for potential BESS

After confirming that the site is suitable for BESS, we contact the landowner and conduct environmental studies to ensure it

is viable for construction and operation.

Most of our projects are in non-regulated markets, which allow us to sell power into the merchant

markets using a scheduling entity.

key component of site qualification is identification of the potential energy customers and markets we can serve, either by rights acquired

in the development process, those which can be secured via competitive utility procurements and those which can be secured under direct

bilateral agreements

revenue opportunities relating to our primary energy purchase customers – the regulated utilities and regulated wholesale energy

markets operating where each of our projects are located, are quantified at the earliest stages of project qualification and the commercial

relationship with these customers is fully established at the time we anticipate executing our interconnection agreement, typically prior

to commencement of construction.

These utility energy purchase mechanisms generally preclude any direct participation by these customers

in asset ownership or profit distributions.

Additionally,

at each site location, screening is conducted to identify and qualify potential industrial, commercial and municipal customers.

which meet our criteria for potentially enhancing our revenues and profits are contacted to determine their interest in purchasing energy

services at or after the point in time when our projects enter revenue operations.

It is not our normal practice, and these energy purchase

agreements do not typically include participation in equity ownership or profit distributions from the projects, but these options are

not precluded legally or regulatorily.

physical quality of our sites in terms of their development is valued against industry comparables.

The energy and revenue generation

potential of our sites and projects and the number and credit quality of our established and potential utility and non-utility customers

are also key factors in the valuation of our projects, their ability to attract investors and the ultimate cost of that capital.

is true for the majority of projects in our industry.

projects may include multiple classes of equity investors.

Project level preferred equity investors enjoy returns which include one or

more fixed components plus a participation component in which they share in the net free cash flows of our combined arbitration and contracted

energy revenue operations;

common equity investors participate directly in ownership of the project assets and receive distributions

of net free cash flows from our energy trading (arbitrage) revenues and those from contracted energy services.

We also have tax equity

investors who participate in a transaction to acquire these tax benefits outright and may also enjoy a nominal carried interest in our

net distributions.

pro forma models and financial practices meet customary industry standards to estimate, calculate and project these revenues both for

institutional financing purposes as well as regulatory requirements.

is our intent to own and operate our projects in most cases, but in others we may deem it financially beneficial to the company and our

equity investors to partly or fully monetize our project assets.

maintain strong relationships with tier-one battery and equipment suppliers, utilities, and power purchasers to optimize transmission

efficiency and lower consumer costs.

We believe these partnerships may also help us secure regulatory support, ensure timely project

development within budget, and uphold high product quality standards.

Our strategic position allows us to secure multi-year customer

contracts before project construction and integrate emerging battery technologies into future developments.

Additionally, our systems

are designed to enable deferred infrastructure upgrades, reducing the need for costly grid enhancements by efficiently managing local

supply and demand.

These partnerships may also help us secure regulatory support, ensure timely project development

within budget, and uphold high product quality standards.

Our strategic position allows us to secure multi-year customer contracts before

project construction and integrate emerging battery technologies into future developments.

Additionally, our systems are designed to

enable deferred infrastructure upgrades, reducing the need for costly grid enhancements by efficiently managing local supply and demand.

Projects and Operational Progress

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In connection with the

Emergen transaction, we have secured rights to comprehensive “Work Product” Intangible assets essential for project development,

including but not limited to:

feasibility studies determining capacity and compatibility, establishing a production model of the project

parameters, identifying any curtailment for the project, power flow site verification and substation identification, permitting and regulatory

compliance documentation, engineering designs, equipment procurement plans, site preparation guidelines, and noting project specific

Emergen transaction, we currently have no proprietary rights but we have secured rights to comprehensive “Work Product” Intangible

assets essential for project development, including but not limited to:

feasibility studies determining capacity and compatibility, establishing

a production model of the project parameters, identifying any curtailment for the project, power flow site verification and substation

identification, permitting and regulatory compliance documentation, engineering designs, equipment procurement plans, site preparation

guidelines, and noting project specific challenges.

to positive feasibility studies is the process of legal formation, analyzing and negotiating site control/surface and materials, and

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of renewable energy, the need for grid stability, and various economic and policy incentives.

According to Energy Storage News in March

2024, BESS installations “surged” with a 96% increase in cumulative capacity in 2023.

Energy Information Administration (EIA) report in January 2024, the U.S.

battery storage capacity has been growing since

2021 and could increase by 89% by the end of 2024 if developers bring all of the energy storage systems they have planned on line by

their intended commercial operation dates.

Developers currently plan to expand U.S.

battery capacity to more than 30 gigawatts (GW) by

the end of 2024, a capacity that would exceed those of petroleum liquids, geothermal, wood and wood waste, or landfill gas.

storage systems are not a primary electricity source, meaning the technology does not create electricity from a fuel or natural resource.

Instead, batteries store electricity that has already been created from an electricity generator or the electric power grid, which makes

energy storage systems secondary sources of electricity.

acceleration of global integration of renewable energy sources has amplified the critical need for efficient energy storage solutions,

driving substantial investment into grid infrastructure, particularly BESS.

Despite its emergence as a distinct sector only in the 2010s,

the BESS market has since experienced exponential growth, attracting significant investor interest worldwide.

Energy Storage Systems (BESS) play a crucial role in managing the grid, and their importance is expected to increase as more electrification

and AI data centers are installed across the United States and the world.

In June 2024, Bloomberg

data revealed electricity demands from AI data centers are outstepping the available power supply in many parts of the world as AI wreaks

havoc on global power systems.

The sharp increase in demand for AI clusters has resulted in a notable emphasis on data center capacity,

placing significant strain on the power grid, generation capabilities, and environmental concerns.

With this surge in demand for

electricity, there is a corresponding need for efficient storage systems to balance supply and demand on the grid.

The current benefits

of BESS towards the grids are as follows:

sharp increase in demand for AI clusters has resulted in a notable emphasis on data center capacity, placing significant strain on the

power grid, generation capabilities, and environmental concerns.

With this surge in demand for electricity, there is a corresponding

need for efficient storage systems to balance supply and demand on the grid.

The current benefits of BESS towards the grids are as follows:

BESS provides grid stabilization by balancing supply and demand, reducing the likelihood of blackouts and enhancing

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infrastructure and energy management.

BESS market is projected to grow exponentially, making it a massive and lucrative market.

However, despite its rapid growth, there are

currently limited players involved in this sector.

Management believes this situation presents an opportunity for companies with extensive

development and operating experience like Bimergen Energy today to enter and capitalize on this expanding market.

As the US continues

to transition towards cleaner energy sources, BESS systems will become even more critical in ensuring a stable and resilient power grid

while reducing carbon emissions.

We believe it is an exciting time for the BESS industry with immense potential for growth and innovation.

report released in May 2024 by Aurora Energy Research on the use of Battery Energy Storage Systems (BESS) in the ERCOT Market stated

that these facilities have played a crucial role in Texas’ energy supply by providing dependable and affordable power during periods

of high demand.

February 2024, Canary Media issued a report stating that Texas will add more grid batteries in any other states in 2024.

Due to its affordable

land and thriving market, which are highly desirable for energy storage companies, the state of Texas is expected to surpass California

in battery installations this year.

In May 2024, the media company added that Texas rolled into 2024 with some 5.1 gigawatts of energy

storage online, second only to mighty California.

However, the U.S.

Energy Information Administration (EIA) predicts Texas will complete

another 6.4 gigawatts this year, outstripping California’s 5.2 gigawatts of new construction.

a new technology enabler, we offer an array of advanced green energy technology solutions embedded

with advanced BESS application for enterprises with projects applying our in-house technology innovation using system integration approach,

aiming to generate scalable technology revenue.

market is projected to grow exponentially, making it a massive and lucrative market in the US market.

However, despite its rapid growth,

there are currently limited players involved in this sector.

Management believes this situation presents an opportunity for companies

with extensive development and operating experience like the Company today to enter and capitalize on this expanding market.

continues to transition towards cleaner energy sources, BESS systems will become even more critical in ensuring a stable and resilient

power grid while reducing carbon emissions.

We believe it is an exciting time for the BESS industry with immense potential for growth

and innovation.

Energy Acquisition

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the “Development Projects”).

The Company agreed that following the Closing, the Company would take all commercially reasonable

steps necessary to uplist the Company to the NASDAQ stock exchange.

The Company’s uplist to NASDAQ in connection with the consummation

of the offering contemplated in this prospectus will satisfy the terms set forth in the Closing.

plan to raise the working capital and project specific financing we need to commence the Development Projects through future debt and

equity financing.

As of the date of this prospectus we have not established a reasonable expectation of both financing and completion

of any of the Development Projects.

Projects are the result of a significant amount of feasibility studies determining capacity and compatibility, establishing production

model of the project parameters, identifying any curtailment for the project, power flowsite verification and substation identification,

and noting project specific challenges.

Subsequent to positive feasibility studies is the development process of legal formation, analyzing

and negotiating site control/surface and materials, identifying engineering requirements before construction, identifying and negotiating

interconnection to the grid, identifying tax abatements, identifying permitting and study requirements, and noting project specific challenges.

We identify and negotiate with the appropriate counterparts in the specific project but do not enter into binding contracts until specific

project financing is obtained.

Currently we have no binding contracts for our development projects.

Projects are the result of a significant amount of feasibility studies determining capacity and compatibility, establishing

production model of the project parameters, identifying any curtailment for the project, power flow site verification and substation

identification, and noting project specific challenges.

Subsequent to positive feasibility studies is the development process of

legal formation, analyzing and negotiating site control/surface and materials, identifying engineering requirements before

construction, identifying and negotiating interconnection to the grid, identifying tax abatements, identifying permitting and study

requirements, and noting project specific challenges.

We identify and negotiate with the appropriate counterparts in the specific

project but do not enter into binding contracts until specific project financing is obtained.

Currently we have no binding contracts

for our development projects.

Emergen, Bimergen Energy management will determine which projects will be developed and when, how financing arrangements will be pursued

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Emergen had no liabilities associated with it at the time of the transaction.

December 2023, Bimergen received an initial purchase order from a strategic customer to implement a Building

Energy Management System (BEMS) Virtual Power Plant (VPP) Program designed to save electricity for approximately 4,000 multi-dwelling

units (MDUs).

This customer is working with PJM, a Regional Transmission Organization (RTO) that coordinates the movement of wholesale

electricity in the District of Columbia in the U.S.

and all or parts of 13 states including Delaware, Illinois, Indiana, Kentucky, Maryland,

Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia.

We believe that our BEMS solutions can

benefit building owners who get paid by RTOs for energy saving bonuses, which is in alignment with federal reward programs initiated

Department of Energy (DoE).

Our real time BEMS solutions are being designed to reduce energy consumption and enhance personalized

temperature control options and comfort levels for tenants living in these MDUs.

As of the date of this filing, the customer has yet

to make the payment for us to commence production on this project and there has been no update since receipt of the purchase order.

May 30, 2024, Emergen entered into a Project Sale Agreement (“Agreement”) with Bridgelink for an estimated 2.425 GW of Emergen’s

estimated 3.840 GW of solar energy development projects.

Bridgelink has sold these greenfield projects, along with projects in its own

portfolio, to an unrelated third party (“Purchaser”) which also executed that agreement on May 30, 2024.

The total amount

to be received by Emergen for the projects sold to Bridgelink is $19,400,000, provided the projects achieve a Point of Interconnection

and subsequently obtain all Necessary Land Rights.

Bridgelink retains the option to transfer or return certain or all projects within

ten (10) days written notice to Emergen.

A deposit from Bridgelink will be received within five business days of the execution of the

agreement for $943,500 and Emergen will pay 62.5% ($589,687.50) to Energy Independent Partners LLC, a Delaware limited liability company,

(“EIP”) in accordance with the Project Management Services Agreement by and between (i) Bimergen Energy;

(ii) Emergen;

(iii) EIP and the remaining 37.5% (353,812.50) of the proceeds shall remain with Emergen.

The remaining proceeds of $18,456,500 shall

be received within five business days of when Bridgelink receives milestone payments from the Purchaser for these projects.

This Agreement

is still in effect and there have been no changes to the Agreement.

The $943,500 deposit was paid to Emergen in June 2024.

On May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink covering approximately

2.425 GW of greenfield solar projects.

Total consideration payable to Emergen is approximately $19.4 million, consisting of a non-refundable

deposit of $943,500 received in June 2024 and up to $18.5 million of milestone payments.

The deposit is recorded as deferred revenue.

No revenue was recognized through December 31, 2025 because the contractual milestone conditions had not been met.

Effective December

31, 2024, the PSA was amended to provide that Bridgelink may return a project, without refund, only if no milestone payment has yet been

made and the return occurs within seven years of the PSA’s effective date.

All other material terms remain unchanged.

the event that Purchaser, under the purchase agreement decides to transfer any Project along with its interests to Bridgelink or any

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receiving payment from the Purchaser.

Effective December 31, 2024, Emergen and Bridgelink amended the Agreement to provide that Bridgelink could only return

a Project if it has not yet made a milestone payment to Emergen on prior to the seventh (7th) anniversary of the Effective Date of the

Effective December 31, 2024, Emergen and Bridgelink amended the Agreement to provide that Bridgelink

could only return a Project if it has not yet made a milestone payment to Emergen on prior to the seventh (7th) anniversary of the Effective

Date of the Agreement

Projects sold by Emergen to Bridgelink are in what are termed as “Greenfield Projects.” With respect to each Greenfield Project,

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is no specified timeframe for the milestones to be achieved.

deposit has been recorded as proceeds received on sale of intangible assets - subject to return rights until there is no longer a right

to return the Projects.

The remainder of the transaction is disclosed as a footnote to the financial statements but not recorded within

the financial statements.

All payments that are received will be recorded as proceeds received on sale of intangible assets - subject

to return rights with proper footnote explanation of the transaction and will not be recorded as revenue until the right Bridgelink to

return the Project and request a full refund no longer exists.

There are no other sale contingencies besides those disclosed herein.

deposit has been recorded as proceeds received on sale of intangible assets - subject to return rights until there is no longer a

right to return the Projects.

The remainder of the transaction is disclosed as a footnote to the consolidated financial statements

but not recorded within the consolidated financial statements.

All payments that are received will be recorded as proceeds received

on sale of intangible assets - subject to return rights with proper footnote explanation of the transaction and will not be recorded

as revenue until the right Bridgelink to return the Project and request a full refund no longer exists.

There are no other sale

contingencies besides those disclosed herein.

following agreements were entered into on the date of Closing as provided for in the MIPA:

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Development Fees .

In consideration of the provision of the Services related to the BESS Development

Projects, and subject to the terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per BESS Development

$0.035 per W for each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project

specific equity or debt financing from third parties to fund the payment of the fees (“BESS Development Fees”).

the Company is focusing on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035

per watt multiplied by the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million.

In consideration of the provision of the Services related to the BESS Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per BESS Development Project:

$0.035 per W for

each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project specific equity or debt

financing from third parties to fund the payment of the fees (“BESS Development Fees”).

Currently, the Company is focusing

on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035 per watt multiplied by

the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million.

Development Fees .

In consideration of the provision of the Services related to the Solar

Development Projects, and subject to the terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per

Solar Development Project:

$0.035 per W for each applicable Solar Development Project, subject to such Solar Development Project achieving

sufficient project specific equity or debt financing from third parties to fund the payment of the fees (“Solar Development Fees”).

The Solar projects still in the Emergen portfolio have an estimated capacity of 1.640 GW and would have Solar Development Fees of approximately

$57 million if developed.

If any Development Projects pursuant to the Agreement are sold by Emergen

to a third-party then EIP would be due the greater of:

(i) any unpaid project’s specific BESS Development Fees or Solar Development

Fees defined in the PMSA agreement;

or (ii) 62.5% of the proceeds less any project specific BESS Development Fees or Solar Development

Fees paid previously.

In consideration of the provision of the Services related to the Solar Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per Solar Development Project:

for each applicable Solar Development Project, subject to such Solar Development Project achieving sufficient project specific equity

or debt financing from third parties to fund the payment of the fees (“Solar Development Fees”).

The Solar projects still

in the Emergen portfolio have an estimated capacity of 1.640 GW and would have Solar Development Fees of approximately $57 million if

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in the PMSA agreement;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

Development Fees .

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of Payment of Fees

The BESS Development Fees shall be due and payable upon (i) Bitech, or

any of its Affiliates, receiving project financing directly related to and collateralized by BESS Projects, this specifically excludes

any general public or private offerings by Bitech not directly related to financing a BESS Project, and (ii) when a BESS Project’s

financing funding terms is sufficient to pay the project specific Development Fees.

EIP will be paid on the same timing as the funding

if the terms for development fees are 50% at acceptance, 40% RTB and 10% at COD then EIP will be paid as the project

development fees are funded.

BESS Development Fees shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project financing directly related

to and collateralized by BESS Projects, this specifically excludes any general public or private offerings by Bitech not directly related

to financing a BESS Project, and (ii) when a BESS Project’s financing funding terms is sufficient to pay the project specific Development

EIP will be paid on the same timing as the funding terms.

if the terms for development fees are 50% at acceptance,

40% RTB and 10% at COD then EIP will be paid as the project development fees are funded.

fees will be recorded as liabilities once the above contingencies and milestones are met, the most important being that of appropriate

2 unchanged sentences

Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W.

as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, 62.5% of any remaining

BESS and Solare Development Fees shall become due and payable.

A “Change of Control” shall be deemed to have occurred

if, after the Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is

acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any

subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company);

the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior

to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined

in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined

voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate

parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger

or consolidation;

or (z) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other

than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of

the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company,

immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately

prior to such sale or disposition.

If any Development Projects pursuant to the Agreement are sold by Emergen

to a third-party then EIP would be due the greater of:

(i) any unpaid project’s specific BESS Development Fees or Solar Development

Fees defined in Section 2.06;

or (ii) 62.5% of the proceeds less any project specific BESS Development Fees or Solar Development Fees

paid previously.

an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, 62.5% of any remaining BESS and

Solar Development Fees shall become due and payable.

A “Change of Control” shall be deemed to have occurred if, after the

Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person”

as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or

other fiduciary holding securities under an employee benefit plan of the Company);

(y) the merger or consolidation of the Company with

or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately

after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities

in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership

of the Company immediately prior to such merger or consolidation;

or (z) the sale or other disposition of all or substantially all of

the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s

assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by

shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of

the Company immediately prior to such sale or disposition.

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in Section 2.06;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the parties to the PMSA via

an addendum to the PMSA prior to the parties undertaking such Other Development Projects.

Subject to the terms and conditions of the PMSA, in addition to the other

requirements therein, payment of the BESS Development Fees, the Solar Development Fees and any Other Development Fees is further contingent

Johnson (a) remaining an employee or consultant to Emergen and/or the head of the BESS and Solar Division of the Company

and/or (b) as an interest owner in the Energy Independent Partners during the period of time in which the applicable BESS Development

Fees, the Solar Development Fees or Other Development Fees are payable.

Subject to the foregoing, the BESS Development Fees, the Solar

Development Fees or Other Development Fees are payable within ten (10) days of satisfaction of the conditions to payment as discussed

to the terms and conditions of the PMSA, in addition to the other requirements therein, payment of the BESS Development Fees, the Solar

Development Fees and any Other Development Fees is further contingent upon Cole W.

Johnson (a) remaining an employee or consultant to

Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners

during the period of time in which the applicable BESS Development Fees, the Solar Development Fees or Other Development Fees are payable.

Subject to the foregoing, the BESS Development Fees, the Solar Development Fees or Other Development Fees are payable within ten (10)

days of satisfaction of the conditions to payment as discussed above.

for Sale of Development Projects .

34 unchanged sentences

or any of their representatives.

Company acquired BTM on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange

Agreement (the “Share Exchange Agreement”) by and among the Company, BTM, each of BTM’s shareholders

(each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’

Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter

referred to as the “Share Exchange”).

The Share Exchange Agreement provides that the Company will acquire from the Sellers,

an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per share, representing 100% of the issued and

outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares,

the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred

Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Each BTM Share shall be entitled to receive

0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall automatically convert into 0.385541 shares (an

aggregate of approximately 3,469,867) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an

amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are

a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred

Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 3,469,866 shares of Company Common Stock

following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized

common stock to 1,000,000,000 shares.

Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately

96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered

the acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of

the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical

financial results.

Company acquired BTM on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement

(the “Share Exchange Agreement”) by and among the Company, BTM, each of BTM’s shareholders (each, a “Seller”

and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’

Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”).

The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 673,659 shares of BTM’s Common

Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized

Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Each BTM Share shall be

entitled to receive 0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall automatically convert into

0.385541 shares (an aggregate of approximately 3,469,867) of the Company’s Common Stock (the “Company Common Stock”)

upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock

so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the

Series A Preferred Stock.

Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 3,469,866 shares of

Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of

the Company’s authorized common stock to 1,000,000,000 shares.

Upon conversion of the Series A Preferred Stock, the Sellers held,

in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered the

acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of the

past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical financial

to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)

83 unchanged sentences

in any jurisdiction which we would conduct activities.

On the federal level, the General Energy Regulatory Commission (FERC) regulates

On the federal level, the Federal Energy Regulatory Commission (FERC) regulates

battery energy storage systems (BESS).

11 unchanged sentences

of Bitech Mining Corporation

Company acquired Bitech Mining Corporation (“BTM”) on March 31, 2022 (the “Closing Date”) through a

share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, BTM,

each of BTM’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran,

solely in his capacity as Sellers’ Representative (“Sellers’ Representative”).

The transaction contemplated by

the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”).

The Share Exchange Agreement provides that

the Company will acquire from the Sellers, an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per

share, representing 100% of the issued and outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s

newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

BTM Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall

automatically convert into 0.385541 shares (an aggregate of approximately 3,469,867) of the Company’s Common Stock (the “Company

Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized

common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion

of all the Series A Preferred Stock.

Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 3,469,866

shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the

number of the Company’s authorized common stock to 1,000,000,000 shares.

Upon conversion of the Series A Preferred Stock, the Sellers

held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered

the acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of

the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical

financial results.

Company acquired Bitech Mining Corporation (“BTM”) on March 31, 2022 (the “Closing Date”) through a share exchange

pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, BTM, each of BTM’s

shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as

Sellers’ Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement

is hereinafter referred to as the “Share Exchange”).

The Share Exchange Agreement provides that the Company will acquire

from the Sellers, an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per share, representing 100% of the issued

and outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares, the Company issued to

the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value

$0.001 per share (the “Series A Preferred Stock”).

Each BTM Share shall be entitled to receive 0.09543 shares of Series A

Preferred Stock.

Each share of Series A Preferred Stock shall automatically convert into 0.385541 shares (an aggregate of approximately

3,469,867) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate

of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares

of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock.

Effective as of June

27, 2022, the Series A Preferred Stock automatically converted into 3,469,866 shares of Company Common Stock following the June 27, 2022

filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000

Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding

shares of Company capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered the

acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of the

past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical financial

January 28, 2025, Bitech Technologies Corporation, now known as Bimergen Energy Corporation (the “Registrant”), filed a Certificate

4 unchanged sentences

(the “Name Change”).

On April 20, 2025 the Company’s wholly owned

subsidiary, Emergen Energy, LLC, executed a definitive agreement with RelyEZ Energy Group to form a joint venture to develop, construct,

and operate up to 2 GW of utility-scale battery-energy-storage projects (2- to 4-hour BESS) in the United States through 2027.

Capital commitments.

RelyEZ has committed up

to $50 million, including an initial $10 million funding within 10 days of closing.

The Company will contribute up to $12.5 million on

a pro-rata basis after the first $10 million from RelyEZ.

Ownership and economics.

Until project refinancing,

each project SPV will be owned 80 % by RelyEZ and 20 % by Emergen.

After refinancing, the Company may repurchase RelyEZ’s interest

at cost plus a 12 % annual return.

Initial projects.

Four Texas projects totaling

approximately 274 MW / 773 MWh (Redbird, Dos Rios, White Rock, and Oak Hill) are expected to reach notice-to-proceed (NTP) within six

months of closing.

Status of accounting evaluation.

This agreement

was executed after December 31, 2024;

therefore, no amounts related to the joint venture are reflected in the accompanying 2024 financial

April 20, 2025 the Company’s wholly owned subsidiary, Emergen Energy, LLC, executed a definitive agreement with RelyEZ Energy Group

to form a joint venture to develop, construct, and operate up to 2 GW of utility-scale battery-energy-storage projects (2- to 4-hour

BESS) in the United States through 2027.

RelyEZ has committed up to $50 million, including an initial $10 million funding to the joint venture.

will contribute up to $12.5 million on a pro-rata basis after the first $10 million from RelyEZ.

and economics.

Until project refinancing, each project held in a special purpose vehicle entity “SPV” will be owned 80 % by RelyEZ and 20 % by Emergen.

After refinancing, the

Company may repurchase RelyEZ’s interest at cost plus a 12 % annual return.

of accounting evaluation.

The joint venture accounting is detailed in the accompanying 2025 consolidated

financial statements.

February 20, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with 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.

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.

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.

of December 31, 2025, the Company currently employed a total of 7 individuals in executive or managerial positions.

This includes

three full-time employees and three contracted consultants who bring their expertise and experience to our team.

To date, we have

not experienced any work stoppages and we consider our relationship with our employees to be good.

None of our employees are either

represented by a labor union or are subject to a collective bargaining agreement.

This includes three

full-time employees and four contracted consultants who bring their expertise and experience to our team.

To date, we have not experienced

any work stoppages and we consider our relationship with our employees to be good.

None of our employees are either represented by a

labor union or are subject to a collective bargaining agreement.

reporting companies are not required to provide the information required by this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business