What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-05-30 · 229 added, 288 removed, 485 unchanged (52% of the section changed)

CONTROLS AND PROCEDURES

Tran, our President and Chief Executive Officer, is our principal executive officer and Robert J.

Brilon, our Chief Financial Officer,

is our principal financial officer.

Brilon, our Co-Chief Executive Officer and Chief Financial Officer, is our principal executive officer and our principal financial

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (our

principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as

of December 31, 2024 (the “Evaluation Date”).

Disclosure controls and procedures are controls and other procedures designed

to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized,

management, with the participation of our Co-Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)

(our principal executive officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December

31, 2025 (the “Evaluation Date”).

Disclosure controls and procedures are controls and other procedures designed to ensure

that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

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Notwithstanding

the identified material weaknesses, management concluded that our financial statements included in this Annual Report on Form 10-K are

fairly stated, in all material respects, in accordance with U.S.

the identified material weaknesses, management concluded that our consolidated financial statements included in this Annual Report

on Form 10-K are fairly stated, in all material respects, in accordance with U.S.

GAAP for each of the periods presented.

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OTHER INFORMATION

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 within 10 days of closing.

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 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.

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.

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 statements.

foregoing summary of the Definitive Agreement does no t purport to be complete and is qualified in its entirety by reference to the complete

text of that agreements, which is attached to this Annual Report on Form 10-K as Exhibit 10.33 and is hereby incorporated by reference.

(b) Corporate Governance

During the period covered

by this Annual Report on Form 10-K, there were no changes to the procedures by which security holders may recommend nominees to the Company’s

Board of Directors.

During the quarter ended

December 31, 2025, no director or officer of the Company “ adopted ”

or “ terminated ” a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation

A copy of the Company’s insider trading policy is

attached as Exhibit 19.1 hereto.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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and Office(s)

Executive Officer and Chairman

Financial Officer and Director

President and Director

Chief Financial Officer and Director

Tran, PhD – Dr.

Tran currently serves as Chairman and Chief Executive Officer of the company.

He has been the corporate

strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies.

Tran specializes

in cross-border M&A, private equity, merchant banking advisory and technology marketing.

He also serves as Managing Partner of Cleantek

Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present.

Tran, at times, serves as senior

advisor to several publicly traded companies.

Tran currently serves as Executive Chairman of the Company.

He has been the corporate strategist, investor,

and financial partner in the formation and growth of several emerging growth technology companies.

Tran specializes in cross-border

M&A, private equity, merchant banking advisory and technology marketing.

He also serves as Managing Partner of Cleantek Venture Capital,

a cleantech-focused private equity advisory firm since January 2021 to present.

Tran, at times, serves as senior advisor to several

publicly traded companies.

From February 2021 to April 2022, Dr.

Tran has served as Senior Capital Market Advisor

for Iveda Solutions, Inc.

Tran has served as Senior Capital Market Advisor for Iveda Solutions,

IVDA), an AI and IoT technology company to assist with financing and uplisting to Nasdaq.

2017 to January 2019, he served as Advisory Chairman of Vemanti Group, Inc.

VMNT), an innovative fintech company to assist in

M&A and international business development.

From August 2017 to January 2019,

he served as Advisory Chairman of Vemanti Group, Inc.

VMNT), an innovative fintech company to assist in M&A and international

business development.

From November 2018 to April 2021, Dr.

Tran also co-founded and served as chairman of

CBMD, Inc., a privately held physician-based CBD science company specializing in pain management.

Tran served as CFO of privately

held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019.

2014 to present, Dr.

Tran has served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California.

Prior to United System Capital, Dr.

Tran was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New

York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S.

Tran also co-founded and served as chairman of CBMD, Inc., a privately held

physician-based CBD science company specializing in pain management.

Tran served as CFO of privately held Stock Navigators, a leading

software and educational training institution for technical traders from June 2018 to June 2019.

Since 2014 to present, Dr.

served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California.

Prior to United System

Tran was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New York-based investment

bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S.

and Asian companies.

spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization

Tran has been seasoned international consultant providing corporate development and interim senior management to small

and medium sized enterprises in Silicon Valley and the Asia Pacific region.

He also served as a board director, CFO, corporate strategist,

and executive advisor for several distressed companies, managing turn-around situations.

Tran spearheaded the organization

to formulate a multi-functional investment banking service for emerging growth companies via globalization strategies.

Tran has been

seasoned international consultant providing corporate development and interim senior management to small and medium sized enterprises

in Silicon Valley and the Asia Pacific region.

He also served as a board director, CFO, corporate strategist, and executive advisor for

several distressed companies, managing turn-around situations.

As a Silicon Valley high-tech veteran, Dr.

brings over 20 years of diversified experience including mergers and acquisitions, venture management, strategic marketing, and international

business development.

Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron

Technology, Fujitsu Microelectronics, Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing

management positions.

Tran received a Ph.D.

in Business Administration, an MBA from the University of Phoenix, Master of Science

and Bachelor of Science degrees in Electrical Engineering from San Jose State University, California.

Tran brings over 20 years of

diversified experience including mergers and acquisitions, venture management, strategic marketing, and international business development.

Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron Technology, Fujitsu Microelectronics,

Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing management positions.

Tran received

in Business Administration, an MBA from the University of Phoenix, Master of Science and Bachelor of Science degrees in Electrical

Engineering from San Jose State University, California.

We believe Dr.

Tran’s wealth

of credentials and experience make him well qualified to lead our company.

Tran’s wealth of credentials and experience make him well

qualified to lead our company.

Johnson – Mr.

Johnson has served as our President and Board Director since April 24, 2024 upon a business combination with

Bridgelink Development LLC to acquire Emergen Energy LLC, an asset holder of an array of battery energy storage system and solar projects.

Johnson is a Principal and Chief Executive Officer of C&C Johnson Holdings LLC, a family office, engaged in solar and energy

storage project development, that he founded and built beginning in 2018.

Johnson’s role as CEO consisted of securing capital

for early-stage projects, negotiating and qualifying projects for project financing, acquiring strategic projects, and developing a variety

of projects promoting clean energy initiatives within strategic regions.

Johnson was appointed Co-Chief Executive Officer in October 2025 and has served as our President and Board

Director since April 24, 2024 upon a business combination with Bridgelink Development LLC to acquire Emergen Energy LLC, an asset holder

of an array of battery energy storage system and solar projects.

Johnson is a Principal and Chief Executive Officer of C&C Johnson

Holdings LLC, a family office, engaged in solar and energy storage project development, that he founded and built beginning in 2018.

Johnson’s role as CEO consisted of securing capital for early-stage projects, negotiating and qualifying projects for project

financing, acquiring strategic projects, and developing a variety of projects promoting clean energy initiatives within strategic regions.

From 2012 to 2018, Mr.

Johnson was the Chief Executive Officer

of multiple service companies engaged in building and developing energy assets.

Johnson was the Chief Executive Officer of multiple service companies engaged in building and developing energy

We believe Mr.

Johnson’s significant experience

in the energy sector make him well-qualified to serve as an officer and director of the Company.

Brilon has served as our Chief Financial Officer since October 1, 2021 and was appointed as a director on April

14, 2022 and will resign his position as director effective upon the listing of the Company on a national securities exchange to ensure

compliance with the requirement to have a majority of independent directors on the Board.

He also has served as Chief Financial Officer

for Iveda Solutions, Inc.

Johnson’s significant experience in the energy sector make him well-qualified to serve as an officer and

director of the Company.

Brilon was appointed Co-Chief Executive Officer in October 2025 and has served as our Chief Financial Officer

since October 1, 2021 and was appointed as a director on April 14, 2022.

He also has served as Chief Financial Officer for Iveda Solutions, Inc.

IVDA) since December 2013.

He was also Iveda’s President from February 2014 to July 2018 and

Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021.

Brilon served as Iveda’s

Executive Vice President of Business Development from December 2013 to February 2014 and as Iveda’s interim Chief Financial Officer

and Treasurer from December 2008 to August 2010.

Brilon joined New Gen Management Services, Inc.

in July 2017 as the CFO (subsequently

becoming President and CFO of New Gen in July 2018).

Brilon was the President, Chief Financial Officer, Corporate Secretary, and

Director of both Vext Science, Inc and New Gen until he resigned in February 2020.

Brilon served as Chief Financial Officer and Executive

Vice President of Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company,

from August 2010 to November 2013.

From January 2010 to August 2010, Mr.

Brilon served as Chief Financial Officer of MD Helicopters,

a manufacturer of commercial and light military helicopters.

Brilon also served as Chief Executive Officer, President, and Chief

Financial Officer of InPlay Technologies (NASDAQ:

NPLA), formerly, Duraswitch (NASDAQ:

DSWT), a company that licensed patented electronic

switch technology and manufactured digital pen technology, from November 1998 to June 2007.

Brilon served as Chief Financial Officer

of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental Service Corp.

RRR) from 1995 to 1996, Chief Financial

Officer and Vice President of Operations of DataHand Systems, Inc.

from 1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR)

from 1986 to 1993.

Brilon is a certified public accountant and practiced with several leading accounting firms, including McGladrey

Pullen, Ernst and Young and Deloitte and Touche.

Brilon holds a Bachelor of Science degree in Business Administration from the University

Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer again

on December 15, 2021.

Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to February

2014 and as Iveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010.

Brilon joined New Gen

Management Services, Inc.

in July 2017 as the CFO (subsequently becoming President and CFO of New Gen in July 2018).

Brilon was the

President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned in February

Brilon served as Chief Financial Officer and Executive Vice President of Business Development of Brain State Technologies,

a brainwave optimization software licensing and hardware company, from August 2010 to November 2013.

From January 2010 to August 2010,

Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters.

also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ:

NPLA), formerly, Duraswitch

DSWT), a company that licensed patented electronic switch technology and manufactured digital pen technology, from November

1998 to June 2007.

Brilon served as Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental

Service Corp.

RRR) from 1995 to 1996, Chief Financial Officer and Vice President of Operations of DataHand Systems, Inc.

1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to 1993.

Brilon is a certified public accountant and practiced

with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche.

Brilon holds a Bachelor

of Science degree in Business Administration from the University of Iowa.

The Company believes Mr.

Brilon’s extensive experience in finance leadership roles with public companies makes him well-qualified

to serve as an officer and director of the Company.

Potter has served our board as an Independent Director since October 15, 2024.Mr.

Brilon’s extensive experience

in finance leadership roles with public companies makes him well-qualified to serve as an officer and director of the Company.

Potter has served our board as an Independent Director since October 15, 2024.

Potter has over 35 years

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years of experience as a technology executive in energy and telecommunications companies.

Founding Partner, CEO, Denrgy Inc., Jan 2023

Founding Partner, CEO, Denrgy Inc., January 2023

– Present, Miami, Florida, Denrgy develops district and municipal scale resilient renewable energy networks which make facilities

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and customers they serve.

Founder & Director, ArcStar Energy, Jan 2007 - Mar 2023, New York, NY & Miami, FL.

Founder & Director, ArcStar Energy, January 2007 - March 2023, New York, NY & Miami, FL.

ArcStar Energy is

a renewable energy project advisory, M&A and managed development services company.

Founder & CEO, MicroGrid Networks, LLC, Jan

Founder & CEO, MicroGrid Networks, LLC, January

2018 - May 2022, New York, NY, MGN develops and operates advanced large scale renewable microgrids which integrate with and serve utility

networks in New York City.

Verso Technologies, CEO & President, Nov 2003 - Jun 2006, A multinational manufacturer of advanced distributed

Verso Technologies, CEO & President, November 2003 - June 2006, A multinational manufacturer of advanced distributed

power and communications network technologies for public utilities and competitive operators.

SVP & CTO, NAP of the Americas, Jan

2000 - Oct 2003, Miami, FL, Responsible for design, engineering, construction and operation of the facility, technology and services

SVP & CTO, NAP of the Americas, January

2000 - October 2003, Miami, FL, Responsible for design, engineering, construction and operation of the facility, technology and services

of the first privately-developed Network Access Point (NAP) one of the core hubs and exchanges for international telecommunication traffic

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of Directors and Board Committees

board of directors consists of five directors, three of whom are independent as such term is defined by.

We have determined that Montgomery

Bannerman, Van H.

Our board of directors consists of six directors,

three of whom are independent as such term is defined by the independence standards of NYSE American stock exchange.

We have determined

that Montgomery Bannerman, Van H.

Potter and James L.

Stock satisfy the “independence” requirements under.

Stock satisfy the “independence” requirements under the independence

standards of NYSE American.

have established three committees under the board of directors:

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Potter and James L.

Stock is the chair

of our audit committee.

The audit committee will oversee our accounting and financial reporting processes and the audits of the financial

statements of our company.

chair of our audit committee.

The audit committee will oversee our accounting and financial reporting processes and the audits of

the consolidated financial statements of our company.

The audit committee is responsible for, among other things:

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with the independent auditors any audit problems or difficulties and management’s response;

the annual audited financial statements with management and the independent auditors;

the annual audited consolidated financial statements with management and the independent auditors;

the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and

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and 2024 Summary Executive Compensation Table

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation

All Other Compensation

and Principal Position

Incentive Plan Compensation

in Pension Value and Nonqualified Deferred Compensation

Other Compensation

Benjamin Tran

CEO, President and Director

President and Director

CFO and Director

Executive Chairman (former CEO), and Director

Co-CEO, President and Director

Co-CEO, CFO and Director

amounts reported in the Option Awards column reflect aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock

Compensation.

These amounts reflect our calculation of the value of these awards at the grant date or repricing date and do not necessarily

correspond to the actual value that may ultimately be realized by the named director.

Assumptions used in the calculation of these

amounts were a 5 to 7 year expected life, 3.8% to 4.6% risk-free rate, and a 99% to 105% volatility factor.

April 24, 2024, the Company entered into employment agreements (“Employment Agreements”) with two of its executive officers

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of the Award Date;

(d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised on or after the

fourth annual anniversary of the Award Date;

and (e) for the final 1/5th of the granted Options, $210.00 per share of Common Stock which

may be exercised on or after the fifth annual anniversary of the Award Date.

(d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised on or after

the fourth annual anniversary of the Award Date;

and (e) for the final 1/5th of the granted Options, $210.00 per share of Common Stock

which may be exercised on or after the fifth annual anniversary of the Award Date.

On August 26, 2025, these Options were all repriced

to $4.50 per share.

April 19, 2022, the Company and Mr.

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year from leaving or terminating their engagement with the Company.

Compensation for Mr.

Brilon’s service to the Company, the Company made the following awards to him:

February 13, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s

Common Stock at an exercise price of $ 3.50 per share.

The options subject to this grant vest 80% on the date of the grant, 10% on

January 1, 2024 and 10% on January 1, 2025 so long as Mr.

Brilon is providing services to the Company or one of its subsidiaries;

provided, however, the vesting is subject to acceleration such that if Mr.

Brilon is terminated from his role without cause (as defined

in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares

that would have vested in the following year.

In the event Mr.

Brilon’s service is terminated with cause, the number of shares

subject to the Stock Option in the year of termination shall vest.

The Stock Option may be exercised for the earlier of (1) ten years

from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

April 3, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s

Common Stock at an exercise price of $ 4.20 per share.

The Stock Option vest 50% on the date of the grant and 50% on April 3, 2024

so long as the recipient of the award is providing services to the Company or one of its subsidiaries;

provided, however, the vesting

is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option)

the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have

vested in the following year.

In the event the recipient’s service is terminated with cause, the number of shares subject to

the Stock Option awarded to such recipient in the year of termination shall vest.

The Stock Option may be exercised for the earlier

of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

November 27, 2023 an award of 3,572 shares of restricted common stock, of which 100% vested on December 31, 2023.

Equity Awards at Fiscal Year End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

EQUITY AWARDS AT FISCAL YEAR-ENDED DECEMBER 31, 2025

following table sets forth information with respect to the options outstanding by the Named Executive Officers held at fiscal year-end.

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of securities underlying unexercised options (#) unexercisable

exercise price ($)

expiration date (1)

of shares that have not vested (#)

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Benjamin Tran

CEO and Director

CFO and Director

Executive Chairman

Co-CEO, President and Director

2/13/2033 (3)

Co-CEO, CFO and Director

8/26/2035 (6)

expiration date of each option occurs on the earlier of (i) ten years after the date of grant of each option or (ii) five years after

the termination.

market value was computed by multiplying the closing market price of common stock on December 31, 2024 ($9.80) by the number of restricted

stock awards that have not vested.

unvested options vest on January 1, 2025 so long as Mr.

Brilon is providing services to the Company or one of its subsidiaries;

however, the vesting is subject to acceleration such that if Mr.

Brilon is terminated from his role without cause (as defined in

the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest.

In the event Mr.

service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest.

unvested options vest on April 3, 2024 so long as the recipient of the award is providing

services to the Company or one of its subsidiaries;

provided, however, the vesting is subject

to acceleration such that if the recipient is terminated from his role without cause (as

defined in the Stock Option).

market value was computed by multiplying the closing market price of common stock on December 31, 2025 ($10.50) by the number of

restricted stock awards that have not vested.

options fully vested on January 1, 2025.

Stock Awards vest August 19, 2026.

Prices and Vesting.

The Exercise Prices for the Options are as follows:

(a) for the first 1/5th of the granted Options, $70.00 per

share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date;

(b) for the second 1/5th

of the granted Options, $105.00 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award

(c) for the third 1/5th of the granted Options, $140.00 per share of Common Stock which may be exercised on or after the third

annual anniversary of the Award Date;

(d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised

on or after the fourth annual anniversary of the Award Date;

and (e) for the final 1/5th of the granted Options, $210.00 per share

of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

Repriced on August 26, 2025 to $4.50 exercise price, all

other terms remained the same including vesting 1/5 th each annual anniversary of the Award Date.

of the Options vested immediately on August 26, 2025, 70,000 of the Options vest on August 26, 2026 and the final 70,000 Options

vest on August 26, 2027.

following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2025, except for compensation

with respect to Messrs.

Tran and Brilon.

Information with respect to the compensation of these directors is included above in the “Summary

Compensation Table.” As our executive officers, none of these directors (other than as described above) received any compensation

for service as a director during fiscal year 2024.

Tran, Johnson and Brilon.

Information with respect to the compensation of these directors is included above in

the “Summary Compensation Table.” As our executive officers, none of these directors (other than as described above) received

any compensation for service as a director during fiscal year 2025.

Non-qualified

cash compensation during the fiscal year ended December 31, 2025.

amounts reported in the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance

with ASC Topic 718, Compensation—Stock Compensation.

These amounts reflect our calculation of the value of these awards at

the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the named executive officer.

Assumptions used in the calculation of these amounts are included in the Notes to our audited consolidated financial statements for

the fiscal year ended December 31, 2024, which are included elsewhere in this Annual Report.

On October 22, 2024 Mr.

Trimarche resigned as a board member.

amounts reported in the Option Awards column reflect aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock

Compensation.

These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond

to the actual value that may ultimately be realized by the named director.

Assumptions used in the calculation of these amounts were

a 5 to 5.5 year expected life, 3.8% risk-free rate, and a 105% volatility factor.

Policies and Practices as they Relate to Risk Management

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information, as of December 31, 2024, concerning, except as indicated by the footnotes below, (i) each person

following table sets forth information, as of March 31, 2026, concerning, except as indicated by the footnotes below, (i) each person

whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers

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Applicable percentage ownership is based on 7,072,573 shares of common stock outstanding

at December 31, 2024.

as of March 31, 2026.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of

that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently

exercisable or exercisable within 60 days of December 31, 2024.

exercisable or exercisable within 60 days as of March 31, 2026.

We did not deem these shares outstanding, however, for the purpose of

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1,103,180 (2)

Cole Johnson (1)

1,781,586 (4)

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as a group (6 persons)

5% Shareholders

1,287,694 (6)

Total 5% Shareholders

otherwise indicated below, the address for each beneficial owner is c/o Bimergen Energy Corporation, 895 Dove Street, Suite 300,

Newport Beach, CA 92660.

otherwise indicated below, the address for each beneficial owner is c/o Bimergen Energy Corporation, 895 Dove Street, Suite 300, Newport

Beach, CA 92660.

named individual is one of our executive officers or directors.

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ownership of the reported securities except to the extent of his pecuniary interest therein.

Also includes 57,143 shares of common

stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $4.50 per share.

the following:

(i) 9,198 shares of common stock (ii) 33,113 shares of restricted common stock which vest upon uplisting to a

(i) 9,198 shares of common stock (ii) 33,113 shares of restricted common stock which vested upon uplisting to a

national stock exchange, (iii) 3,572 shares of restricted common stock issued in November 2023 which vested on December 31, 2023,

(iv) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at

$3.50 per share and (v) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the

date of this table at $4.20 per share.

$3.50 per share and (v) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date

of this table at $4.20 per share and (vi) 28,572 shares of common stock issuable upon exercise of stock options exercisable within

60 days of the date of this table at $4.50 per share and (vii) 70,000 shares of common stock issuable upon exercise of stock options

exercisable within 60 days of the date of this table at $4.50.

by C&C Johnson Holdings over which Mr.

Johnson holds voting and dispositive control.

December 15, 2022, Mr.

Cao resigned as a member of the Board of Directors.

the following:

(i) 367,913 shares of common stock held by Michael Cao’s spouse and (ii) 919,782 shares owned by B&B Investment

Holding LLC (“B&B”), over which Michael Cao has voting control and therefore may be deemed to have indirect beneficial

ownership of all or a portion of the securities owned directly by B&B.

Cao disclaims beneficial ownership of the reported

securities except to the extent of his pecuniary interest therein.

Information derived from a Form 3 filed by Michael Cao on April

Also includes 194,286 shares of common stock

issuable upon exercise of stock options exercisable within 60 days of the date of this table at $4.50 per share.

15,000 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $4.50

Authorized for Issuance under Equity Compensation Plans

Board of Directors has adopted a non-qualified stock option plan consisting of 500,000 options in December 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS;

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at closing, 1,587,300 shares of the Company’s unregistered common stock in exchange for a 100% ownership interest in Emergen.

Following the closing of the MIPA, Mr.

Johnson became the President of the Company’s BESS and Solar Divisions and a member of the

In addition, Emergen became a wholly-owned subsidiary of the Company with C&C’s ownership interest in the Company being

approximately 31.3% based on 5,079,220 shares of the Company’s common stock outstanding after giving effect to the issuance of

the shares of Common Stock pursuant to the MIPA.

the closing of the MIPA, the Company and Emergen also entered into a Project Management Services Agreement (the “PMSA”)

and subsequent amendments with Energy Independent Partners LLC.

Pursuant to the terms of the PMSA, EIP will provide the following

project management services in connection with the development and operation of each of the Development Projects (collectively, the

the closing of the MIPA, Mr.

Johnson became the President of the Company’s BESS and Solar Divisions and a member of the Board.

In addition, Emergen became a wholly-owned subsidiary of the Company with C&C’s ownership interest in the Company being approximately

31.3% based on 5,079,220 shares of the Company’s common stock outstanding after giving effect to the issuance of the shares of

Common Stock pursuant to the MIPA.

the closing of the MIPA, the Company and Emergen also entered into a Project Management Services Agreement (the “PMSA”) and

subsequent amendments with Energy Independent Partners LLC.

Pursuant to the terms of the PMSA, EIP will provide the following project

management services in connection with the development and operation of each of the Development Projects (collectively, the “Services”):

(i) assist as needed with qualifying the Development Projects for financing;

(ii) assist as needed with

obtaining all permits required for development of the Development Projects which have sufficient rights to use all necessary real

property, and for which the applicable draft interconnection agreement has been received for the Development Projects (“RTB

and (iii) if Emergen foregoes the development of a Development Project, EIP will assist the Company as needed with

marketing the Development Project to a third party or develop and retain the Development Project outside of Emergen.

(ii) assist as needed with obtaining all permits required

for development of the Development Projects which have sufficient rights to use all necessary real property, and for which the applicable

draft interconnection agreement has been received for the Development Projects (“RTB Status”);

and (iii) if Emergen foregoes

the development of a Development Project, EIP will assist the Company as needed with marketing the Development Project to a third party

or develop and retain the Development Project outside of Emergen.

held certain contractual and other rights to develop a portfolio of battery energy storage system (“BESS”) projects identified

8 unchanged sentences

on April 24, 2024, of $14.00 ($22,222,200).

May 30, 2024, Emergen entered into a Project Sale Agreement (“Project Sale 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 if the Purchaser decides, at any time, not to go forward with development

of certain or all of the projects.

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;

and (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 when Bridgelink receives milestone payments from the Purchaser for these projects.

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

On May 30, 2024, Emergen entered into a Project Sale Agreement 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.

Under the PMSA, Emergen remits 62.5% of amounts received

to EIP and retains 37.5%.

Effective December 31, 2024, Emergen and Bridgelink amended the agreement 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 funds paid to Emergen are non-refundable.

2024, the Company paid EIP $250,000 for its portion of the deposit under the Project Sales Agreement and has $339,687.50 in accounts

4 unchanged sentences

The definition of “independent”

used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC.

The board performed a review to determine

the independence of Van H.

used herein is based on the independence standards of NYSE American.

The board performed a review to determine the independence

Potter, James L.

Stock, and Montgomery Bannerman and made a subjective determination as to each of these directors

that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent

Stock, and Montgomery Bannerman and made a subjective determination as to each of these directors that no

transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director of the Company.

5 unchanged sentences

On April 14, 2025, the Audit Committee approved the engagement

of RJI CPAs (“RJI”) as the Company’s new independent registered public accounting firm for and with respect to the

of Ramirez Jimenez International CPAs (“RJI”) as the Company’s new independent registered public accounting firm for and with respect to the

year ending December 31, 2024.

On July 8, 2024, after review and recommendation of the Committee, We appointed Farber Hass Hurley LLP

(“FHH”) as the Company’s new independent registered public accounting firm for and with respect to the year ending

(“FHH”) as the Company’s independent registered public accounting firm for and with respect to the year ending

December 31, 2024.

47 unchanged sentences

Certificate of Amendment to Certificate of Incorporation, as amended, dated January 28, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2025).

Form of Pre-Funded Warrant (Incorporated by reference Exhibit 4.1 of the Company’s Form 8-K filed on February 25, 2026)

Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on February 25, 2026)

Warrant Agent Agreement between the Company and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed on February 25, 2026)

Secured Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020)

33 unchanged sentences

Project Sale Agreement between Bitech Technologies, Corporation, Emergen Energy, LLC and Bridgelink Development LLC dated May 30, 2024

Project Management Services Agreement among Bitech Technologies Corporation, Emergen Energy LLC and Emergen Independent Partners LLC dated April 24, 2024

Amendment effective June 28, 2024 to Project Management Services Agreement

Management Services Agreement among Bitech Technologies Corporation, Emergen Energy LLC and Energy Independent Partners LLC dated

April 24, 2024

First Amendment effective June 28, 2024 to Project Management Services Agreement

First Amendment effective December 31, 2024 to the Project Sale Agreement dated May 30, 2024

Second Amendment effective June 28, 2024 to Project Management Services Agreement

Definitive Agreement between Emergen Energy, LLC and R elyEZ e ffective A pril 20, 2025

Definitive Agreement between Emergen Energy, LLC and RelyEZ effective April 20, 2025

Underwriting Agreement between the Company and ThinkEquity LLC dated February 20, 2026 (Incorporated by reference Exhibit 1.1 of the Company’s Form 8-K filed on February 25, 2026)

Bimergen Energy Corporation 2025 Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed on March 20, 2026)

Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Company’s Form 10-K filed on March 31, 2023).

Consent of Ramirez Jimenez International CPAs

Certification of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.

Policy Relating to Recovery of Erroneously Awarded Compensation

Instance Document

8 unchanged sentences

accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized, on May 30, 2025.

Bimergen Energy Corporation

Executive Officer

behalf by the undersigned, thereunto duly authorized, on March 31, 2026.

Energy Corporation

Co-Chief Executive Officer and Chief Financial Officer

to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates

Executive Officer (Principal Executive Officer),

President and Director

Financial Officer (Principal Financial and

Accounting Officer) and Director

Director and President

/s/ Montgomery Bannerman

Executive Officer, Chief Financial Officer (Principal Executive Officer and

Principal Financial and Accounting Officer) and Director

and President

/s/ Benjamin B.

Executive Chairman of the Board

March 31, 2026

Montgomery Bannerman

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 9A. Controls and Procedures