Bimergen Energy Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 2026 ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from _______ to _______. Commission file number : 001-43138 BIMERGEN ENERGY CORPORATION (Name of Registrant in Its Charter) Delaware 93-3419812 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 895 Dove Street , Suite 300 Newport Beach , CA 92660 (Address of Principal Executive Offices) (855) 946-0154 (Issuer’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share Warrants, each share exercisable to purchase one share of Common Stock BESS BESSWS NYSE American LLC NYSE American LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ At May 15, 2026, there were 7,097,573 shares of the registrant’s common stock outstanding (the only class of voting common stock). FORM 10-Q TABLE OF CONTENTS Note About Forward-Looking Statements 3 PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets (Unaudited) 4 Condensed Consolidated Statements of Operations (Unaudited) 5 Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) 6 Condensed Consolidated Statements of Cash Flows (Unaudited) 7 Notes to Condensed Consolidated Financial Statements (Unaudited) 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosure About Market Risk 30 Item 4. Controls and Procedures 30 PART II OTHER INFORMATION 31 Item 1. Legal Proceedings 31 Item 1A. Risk Factors 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32 Signatures 33 2 Table of Contents NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A of this report and in in our Form 10-K, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, our ability to expand, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals, and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. As used herein, the “Company,” “we,” “our,” and similar terms include Bimergen Energy Corporation (formerly Spine Injury Solutions, Inc.) and its subsidiaries and predecessors, unless the context indicates otherwise. 3 Table of Contents BIMERGEN ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 8,908,226 $ 401,203 Deferred offering costs - 393,203 Vendor deposits 1,885,680 1,885,680 Prepaid expense 628,431 619,688 Total current assets 11,422,337 3,299,774 Intangible assets 23,900,520 23,900,520 Total assets $ 35,322,857 $ 27,200,294 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities 277,921 937,088 Accounts payable and accrued liabilities – related parties 133,799 1,316,725 Accounts payable and accrued liabilities 133,799 1,316,725 Short Term Loans due to Related Parties - 825,700 Deferred revenue 4,757,500 4,757,500 Total current liabilities 5,169,220 7,837,013 Commitments and Contingencies (Note 13) - - Stockholders’ equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively - - Common stock: $ 0.001 par value, 1,000,000,000 shares authorized, 7,072,573 and 3,930,906 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively 7,073 3,931 Additional paid-in capital 43,646,290 29,107,471 Accumulated deficit ( 13,499,726 ) ( 9,748,121 ) Total stockholders’ equity 30,153,637 19,363,281 Total liabilities and stockholders’ equity $ 35,322,857 $ 27,200,294 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of Contents BIMERGEN ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 REVENUE $ - $ - COST OF REVENUE - - GROSS PROFIT - - OPERATING EXPENSES General & Administrative 3,764,629 857,037 Total Operating Expenses 3,764,629 857,037 LOSS FROM OPERATIONS ( 3,764,629 ) ( 857,037 ) OTHER INCOME (EXPENSE) Other Income (Expense) - 300 Interest Income 26,147 - Interest Expense ( 13,123 ) ( 907 ) Total Other Income (Expense) 13,024 ( 607 ) LOSS BEFORE INCOME TAXES ( 3,751,605 ) ( 857,644 ) BENEFIT (PROVISION) FOR INCOME TAXES - - NET LOSS $ ( 3,751,605 ) $ ( 857,644 ) BASIC AND DILUTED LOSS PER SHARE $ ( 0.71 ) $ ( 0.17 ) WEIGHTED AVERAGE SHARES 5,300,647 5,128,984 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of Contents BIMERGEN ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (Unaudited) Common Stock Preferred Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances, December 31, 2024 5,121,384 $ 5,121 - $ - $ 26,263,670 $ ( 4,774,699 ) $ 21,494,092 Common Stock for Services 18,320 18 - - 115,562 - 115,580 Stock Based Compensation - - - - 313,000 - 313,000 Net loss - - - - - ( 857,644 ) ( 857,644 ) Balances, March 31, 2025 5,139,704 $ 5,139 - $ - $ 26,692,232 $ ( 5,632,343 ) $ 21,065,028 Balances, December 31, 2025 3,930,906 $ 3,931 - $ - $ 29,107,471 $ ( 9,748,121 ) $ 19,363,281 Balances 3,930,906 $ 3,931 - $ - $ 29,107,471 $ ( 9,748,121 ) $ 19,363,281 Common Stock for Services 5,000 5 - - 13,645 - 13,650 Common Stock in Exchange for Accounts Payable 36,667 37 - - 103,364 - 103,401 Issuance of common stock, pre-funded warrants, and accompanying warrants in public offering 3,100,000 3,100 - - 13,896,115 - 13,899,215 Cost of Financing, including noncash offering cost of Underwriter Warrants ( 2,038,305 ) ( 2,038,305 ) Stock Based Compensation - - - - 2,564,000 - 2,564,000 Net loss - - - - - ( 3,751,605 ) ( 3,751,605 ) Balances, March 31, 2026 7,072,573 $ 7,073 - $ - $ 43,646,290 $ ( 13,499,726 ) $ 30,153,637 Balances 7,072,573 $ 7,073 - $ - $ 43,646,290 $ ( 13,499,726 ) $ 30,153,637 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of Contents BIMERGEN ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 3,751,605 ) $ ( 857,644 ) Adjustments to reconcile net loss to net cash used in operating activities: Common Stock issued for services 13,650 115,580 Stock Compensation Expense 2,564,000 313,000 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 8,743 ) 25,000 Accounts payable and accrued liabilities ( 555,766 ) 83,117 Accounts payable and accrued liabilities – Related Parties ( 1,182,926 ) 178,495 Deferred revenue - - Net cash used in operating activities ( 2,921,390 ) ( 142,452 ) Cash flows from financing activities: Cash from Sale of common stock, pre-funded warrants and warrants 13,600,270 - Cost of Financing ( 1,346,157 ) Proceeds from (Payments to) Short term Loan – Related Parties ( 825,700 ) 135,000 Deferred Offering Costs - ( 52,150 ) Net cash provided by financing activities 11,428,413 82,850 Net (decrease) increase in cash and cash equivalents 8,507,023 ( 59,602 ) Cash and cash equivalents at beginning of period 401,203 156,087 Cash and cash equivalents at end of period $ 8,908,226 $ 96,485 Supplementary disclosure of non-cash operating, investing and financing activities: Common stock issued for accounts payable 103,401 - Deferred offering costs charged to cost of financing in equity upon completion of the February 2026 offering 393,203 - Noncash offering cost - Underwriter Warrants issued in February 2026 offering 298,945 - The accompanying notes are an integral part of the condensed consolidated financial statements. 7 Table of Contents BIMERGEN ENERGY CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. DESCRIPTION OF BUSINESS Bimergen Energy Corporation (the “Company”, “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 (“BTM”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware 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; and (ii) to change the name of the Company to Bimergen Energy Corporation. In April 2024, the Company acquired a portfolio of development-stage Battery Energy Storage Systems (BESS) and solar energy projects from Emergen Energy LLC (“Emergen”). The acquired portfolio includes 23 utility-scale BESS projects with an estimated cumulative storage capacity of 1.965 gigawatts (“GW”) and 13 utility-scale solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively, the “Development Projects”), subject to completion of development, construction, and interconnection milestones. The Company became the sole project owner upon acquisition. As of the date of this filing, the Development Projects are in various stages of development and have not yet achieved commercial operation. The Company expects that certain BESS projects may be collocated with solar projects, depending on site configuration and permitting. Reverse Stock Split On February 3, 2025, the Company’s shareholders approved and the Company effected a reverse stock split of the shares of common stock at a ratio of 1-for-140 (the “Reverse Stock Split”). The number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock Split. All references to shares, restricted stock awards, and options to purchase common stock, share data, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. 8 Table of Contents NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity, and cash flows for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026. The accompanying consolidated financial statements include the accounts of Bimergen Energy Corporation and its wholly owned subsidiary, Emergen Energy, LLC. All significant intercompany transactions have been eliminated upon consolidation. There have been no material changes to the accounting policies discussed in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to variable consideration and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amount reported as revenue and expenses that are not readily apparent from other sources. Actual results may differ materially from those estimates. 9 Table of Contents Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The carrying value of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable short term loan due to related party and accounts payable – related parties as reflected in the consolidated financial statements, approximates fair value due to their short-term nature to settlement. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For purposes of allocating the February 2026 Offering proceeds among equity-classified freestanding instruments, the Company used closing-date fair value inputs. The Common Stock was valued using the Company’s closing market price. The Public Warrants were valued using quoted market prices for the identical listed warrants. The Pre-Funded Warrants were valued using the common stock price adjusted for the nominal exercise price. The Underwriter Warrants and unexercised Over-Allotment Option were valued using Black-Scholes option-pricing models. These fair value inputs were used solely to allocate proceeds among equity-classified freestanding instruments and do not represent recurring liability fair value measurements. As of February 23, 2026, the significant valuation assumptions for the Underwriter Warrants and unexercised Over-Allotment Option are as follows: (i) the expected volatility of the Company’s stock of approximately 94 % , (ii) the Company’s stock price at valuation date of $ 2.73 , (iii) expected dividend yield of 0.0 % , (iv) average risk-free interest rate of 4.0 %. The contracted term of 5 years and 0.12 years was used for the Underwriter Warrants and unexercised Over-Allotment Option, respectively. The relative fair value allocation of the $ 13.6 million Offering proceeds was as follows: Common Stock, $ 9,472,868 ; Pre-Funded Warrants, $ 916,729 ; Public Warrants, including the 200,000 exercised over-allotment warrants, $ 3,195,456 ; and unexercised Over-Allotment Option, $ 15,217 . These are relative fair value allocation amounts / allocated carrying amounts, not necessarily standalone fair values. Deferred Offering Costs Deferred offering costs consist of legal, accounting, and underwriter costs incurred through the balance sheet date that are directly related to the offering and that were charged to shareholders’ equity upon the completion of the offering. As of March 31, 2026, and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 393,203 , respectively. 10 Table of Contents Intangible Assets To the extent that an intangible asset is successfully developed into a revenue-generating asset, it will become a component of property, plant and equipment. To the extent that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to operations at that time. The estimation of the fair value of the projects requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of the projects are based on the best information available as of the date of the assessment. The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset has become impaired. Stock Based Compensation The Company accounts for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. Under authoritative guidance issued by the FASB, companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods, until fully vested, in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards and the market trading price for any restricted stock awards on the day of grant. We recognized $ 503,000 and $ 289,000 stock compensation related to stock options for the three months ended March 31, 2026, and 2025, respectively. We recognized $ 2,061,000 and $ 24,000 stock compensation related to restricted stock awards for the three months ended March 31, 2026, and 2025, respectively. Net Loss per Share Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. The pre-funded warrants to purchase 300,000 shares of common stock are included in the weighted-average shares outstanding used to compute basic and diluted net loss per share from the issuance date because the exercise price is nominal. Public Warrants, Underwriter Warrants, the Over-Allotment Option, and stock options were excluded from diluted EPS for periods of net loss because they were anti-dilutive. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its consolidated financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. 11 Table of Contents NOTE 3. STOCKHOLDERS’ EQUITY The total number of authorized shares of our common stock, par value $ 0.001 per share, was 1,000,000,000 shares. As of March 31, 2026, and December 31, 2025, there were 7,072,573 and 3,930,906 common shares issued and outstanding, respectively. The total number of authorized shares of our preferred stock, par value $ 0.001 per share, was 10,000,000 . There was no preferred stock outstanding as of March 31, 2026, and December 31, 2025. During the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private investors for an aggregate of $ 576,000 ($ 7.00 - $ 11.20 per share) The Company issued 26,616 shares of unregistered shares of its Common Stock for services valued at $ 167,611 for the year ended December 31, 2025. On 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. 333-280668), 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 $ 3.9999 , 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 200,000 Warrants, for gross proceeds of approximately $ 13.6 million, before deducting underwriting discounts, commissions, and other estimated offering expenses. The Common Stock issued in the Offering was classified as permanent equity. Management evaluated the Pre-Funded Warrants, Public Warrants, Underwriter Warrants and Over-Allotment Option under ASC 480 and ASC 815-40 and determined that the instruments qualify for classification within permanent equity. The fair value of the 170,000 Underwriter Warrants was recorded as an equity issuance cost with a corresponding credit to additional paid-in capital. NOTE 4. STOCK OPTIONS As of March 31, 2026, there were 1,414,286 options outstanding. The Company adopted an option plan in December 2025 and can issue up to 500,000 non-qualified stock options to purchase common stock. All options outstanding as of March 31, 2026, were issued prior to the plan being adopted hence are non-plan grants. We have granted non-qualified stock options to employees and contractors. All non-qualified options are generally issued with an exercise price no less than the fair value of the common stock on the date of the grant as determined by our Board of Directors. Options typically may be exercised up to ten years following the date of the grant, with vesting schedules determined by us upon grant. Vesting schedules vary by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of time up to five years. Standard vested options may be exercised up to three months following date of termination of the relationship unless alternate terms are specified at grant. The fair values of options are determined using the Black-Scholes option-pricing model. Forfeitures are accounted for as they occur. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. At March 31, 2026, we had approximately $ 4.9 million unrecognized stock-based compensation related to stock options expected to be recognized over the next 2.0 years on a weighted average. Stock option transactions during the period ended March 31, 2026, were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2025 1,414,286 $ 4.53 9.0 $ 8.5 Options Granted - - Options Exercised - - Options Forfeited or Cancelled - - Options Expired - - Outstanding and Vested or Expected to Vest at March 31, 2026 1,414,286 4.53 8.5 - Options Exercisable at March 31, 2026 537,143 4.55 7.9 $ - 12 Table of Contents No options were exercised during the period ended March 31, 2026. We recognized stock compensation of $ 503,000 and $ 289,000 related to stock options for the three months ended March 31, 2026 and 2025, respectively. The Black-Scholes option pricing model, used to estimate fair value of the option awards, requires the use of the following assumptions: ● Fair value of common stock. The fair value of the common stock is the Company’s closing price per share on the OTC listing at the grant date. ● Expected Term. The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined by calculating the midpoint of the contractual term of the options and the weighted-average vesting period. ● Expected Volatility. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the common stock becomes available. ● Risk-Free Interest Rate. The risk-free interest rate assumption is based on the U.S. Treasury instrument whose term was consistent with the expected term of the Company’s stock options. ● Dividends. The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Aggregate intrinsic value represents the difference between the fair value of the underlying common stock and the exercise price. The intrinsic value of options outstanding and vested or expected to vest and exercisable at March 31, 2026, and December 31, 2025 was $ 0 million and $ 8.5 million, respectively. NOTE 5. RESTRICTED STOCK AWARDS Restricted Stock Award transactions during the three months ended March 31, 2026, were as follows: SCHEDULE OF RESTRICTED STOCK AWARDS March 31, 2026 Shares Weighted- Average Grant Date Fair Value Unvested at Beginning of Period 61,312 $ 36.85 Granted - - Vested ( 2,143 ) 11.20 Forfeited or Cancelled RSAs - - Unvested at End of Period 59,169 $ 37.78 At March 31, 2026, we had 2,142 non-performance restricted stock awards unvested that vested April 1, 2026. The weighted average non-performance based restricted stock awards have been fully recognized as stock compensation as of March 31, 2026, with $ 24,000 recognized for the three months ended March 31, 2026. There are 57,027 performance RSAs unvested with an aggregate grant date fair value of $ 2.3 million at March 31, 2026, and we have recognized $ 2,037,000 in the three months ended March 31, 2026, related to these RSAs that are scheduled to vest subject to continued applicable service conditions. The recognition during the three months ended March 31, 2026, is due to the performance event of the uplist to a national stock exchange making the vesting of the RSAs probable. These shares will fully vest in the quarter ending September 30, 2026, upon reaching 180 days after the uplist and continued applicable service conditions. We recognized stock compensation of $ 2,061,000 and $ 24,000 related to restricted stock awards for the three months ended March 31, 2026 and 2025, respectively. 13 Table of Contents NOTE 6. ACQUISITION OF EMERGEN ENERGY LLC On April 24, 2024, the Company acquired 100 % of the membership interests of Emergen Energy LLC in a transaction accounted for as an asset acquisition. The Company issued 1,587,300 shares of common stock as consideration and recorded approximately $ 22.2 million of indefinite-lived development project intangible assets at acquisition. In connection with the acquisition, the Company and Emergen entered into a Project Management Services Agreement with Energy Independent Partners LLC (“EIP”), a related party. Under Amendment No. 2, executed on April 24, 2025, and effective June 28, 2024, development fees generally become payable only when a project secures project-specific third-party financing sufficient to fund such fees. Based on current portfolio capacities, contingent development fees for the BESS and solar portfolios would total approximately $ 126 million if all such projects obtain the required financing. In addition, if a project is sold, EIP may be entitled to the greater of unpaid development fees or a contractual share of sale proceeds, and certain unpaid fees may accelerate upon a change of control or removal of Mr. Johnson from his role. Because payment remains contingent on future events, no liability has been recorded as of March 31, 2026. NOTE 7. SOLAR PROJECTS SALE On May 30, 2024, Emergen entered into a Project Sale Agreement with Bridgelink Development, LLC covering approximately 2.425 GW of greenfield solar projects. Total consideration under the agreement is approximately $ 19.4 million, consisting of a $ 943,500 deposit received in June 2024 and approximately $ 18.5 million of future milestone payments tied to project-development milestones. The $ 943,500 deposit remains included in deferred revenue at March 31, 2026, because the applicable revenue recognition milestones had not been achieved, and no revenue has been recognized through March 31, 2026. A December 31, 2024 amendment clarified that amounts paid to Emergen are non-refundable and limited the circumstances in which projects may be returned. During the three months ended March 31, 2026, the Company paid $ 339,688 related to amounts previously received under this arrangement that remained accrued to EIP, a related party, and was included in accounts payable and accrued liabilities – related parties at December 31, 2025. 14 Table of Contents NOTE 8. RELYEZ JOINT VENTURE On April 20, 2025, the Company’s wholly owned subsidiary, Emergen Energy, LLC, entered into a definitive agreement with RelyEZ Energy Group to form GridSpan Energy LLC for the development, construction, and operation of utility-scale battery energy storage projects in the United States. Under the arrangement, each accepted project special purpose vehicle entity (“SPV”) is expected to be owned 80% by RelyEZ and 20% by Emergen until project refinancing. Following refinancing, the Company may repurchase RelyEZ’s interest at cost plus a stated annual return in accordance with the governing agreements. RelyEZ funded $ 10.0 million into the joint venture during 2025. As of March 31, 2026, the Company had not contributed capital to the joint venture and no capital call was issued or due from the Company. Management evaluated the joint venture under ASC 810 and determined that GridSpan Energy LLC is a variable interest entity (“VIE”) and that the Company is not the primary beneficiary. Accordingly, the joint venture is not consolidated in the accompanying consolidated financial statements. As of March 31, 2026, and December 31, 2025, the carrying amount of the Company’s recognized interests related to the joint venture was $ 0 . The Company’s maximum exposure to loss related to the joint venture primarily consists of its contractual capital commitment of up to $ 5.0 million, which becomes callable on a 10% pro rata basis after RelyEZ’s initial $ 10.0 million funding, together with any other contractual commitments expressly described in the governing agreements. The Company did not provide financial support to the joint venture during the three months ended March 31, 2026, beyond the commitments described above. NOTE 9. GRIDSPAN PROJECT CONVEYANCE AGREEMENT During 2025, Emergen entered into project company purchase and transfer arrangements with GridSpan covering specified battery energy storage projects. Under those arrangements, the Company received $ 3.564 million from GridSpan as an advance payment related to future project conveyance and development obligations. As of March 31, 2026, no project had reached notice to proceed (“NTP”), and no title to any project or project company membership interests had transferred to GridSpan. Accordingly, the amount received from GridSpan remained deferred as of March 31, 2026, and no revenue or gain was recognized in the accompanying consolidated financial statements. In connection with the GridSpan arrangement, the Company entered into a Cession and Delegation Agreement and a related Parent Company Guarantee intended to provide GridSpan and RelyEZ with additional contractual enforcement and performance support. Management concluded that these arrangements did not result in a transfer of project ownership as of March 31, 2026. The GridSpan arrangement includes a contingent refund obligation if specified conditions are not met, including certain financing and project milestone conditions by June 30, 2026. Management evaluated this contingency under ASC 450 and concluded that the likelihood of loss was remote as of March 31, 2026; accordingly, no liability was accrued. NOTE 10. PROJECT RIGHTS AND LONG-LEAD EQUIPMENT DEPOSITS During 2025, Emergen entered into arrangements with Aggreko and related counterparties in connection with specified battery energy storage projects. Under an executed amendment dated December 31, 2025, Emergen paid $ 1.678 million related to two project companies, Aggreko MSR Grid PC21 LLC and Aggreko MSR Grid PC36 LLC. As of March 31, 2026, Emergen remained the 100% owner of those project companies and no onward transfer of project title or project company membership interests had occurred. Accordingly, the amount paid was recognized as an intangible asset in the consolidated financial statements. During 2025, Emergen also paid $ 1.886 million in connection with long-lead equipment procurement. As of March 31, 2026, Emergen was the purchaser of record and held the associated deposit and refund rights under the relevant procurement arrangements. Accordingly, the amount was recognized as a vendor deposit as of March 31, 2026, and December 31, 2025. The Company expects such rights to be assigned in the future only if the applicable project milestones are achieved. 15 Table of Contents NOTE 11. RELATED PARTY TRANSACTIONS Cole Johnson became President and a director of the Company on April 24, 2024 in connection with the acquisition of Emergen Energy LLC. Energy Independent Partners LLC (“EIP”), an entity controlled by Mr. Johnson, is a related party. The related party arrangements involving EIP in connection with the Emergen acquisition, the Project Management Services Agreement and the solar project sale are described in Notes 6 and 7. The underlying negotiations for those arrangements were substantially completed before Mr. Johnson became a related party. During 2025, the Company issued unsecured promissory notes to EIP aggregating $ 825,700 to fund working capital. The notes bore interest at 9.5 % per annum, matured on March 31, 2026 , and were prepayable without penalty. In February 2026, the Company repaid the outstanding principal balance of $ 825,700 . At March 31, 2026, and December 31, 2025, short-term loans due to related parties were $ 0 and $ 825,700 , respectively. At March 31, 2026, and December 31, 2025, accounts payable and accrued liabilities – related parties were $ 133,799 and $ 1,316,725 , respectively, including amounts due to EIP, Executive Officers and the Executive Chairman. NOTE 12 SEGMENT INFORMATION The Company operates and manages its business as one reportable operating segment. The Company’s CODM, the Chief Executive Officer, reviews internal financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance. Significant segment expenses include salaries and payroll, legal fees, stock based compensation, audit costs, contract services, rent, and other administrative expenses. The measurement of segment assets is reported on the consolidated balance sheets as total assets. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM. SCHEDULE OF SIGNIFICANT OF SEGMENT EXPENSES AND OTHER SEGMENT ITEMS For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 Revenues $ - $ - Cost of Goods Sold - - Gross Profit - - Operating Expenses Salaries and Payroll Expenses 188,000 178,000 Legal Fees 158,775 3,266 Stock-based compensation 2,564,000 313,000 Investors Relations 93,390 120,151 Audit Costs 109,890 38,000 Contract Services 165,194 149,505 Rent 11,477 - Other Taxes 192,921 - Other operating expenses 280,982 55,115 Total Operating Expenses 3,764,629 857,037 Loss (Income) from Operations ( 3,764,629 ) ( 857,037 ) Interest Income and Other (Expenses), net 13,024 ( 607 ) Net loss before Income Tax $ ( 3,751,605 ) $ ( 857,644 ) 16 Table of Contents NOTE 13 COMMITMENTS AND CONTINGENCIES The Company is subject to various claims, legal actions, and regulatory proceedings arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Joint-Venture Agreement with RelyEZ Energy Group 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. Ownership and economics.  Until project refinancing, each project SPV will be owned 80  percent by RelyEZ and 20  percent by Emergen. After refinancing, the Company may repurchase RelyEZ’s interest at cost plus a 12  percent annual return. Capital commitments.  RelyEZ has committed up to $ 50  million, including an initial $ 10  million funding. Emergen will contribute up to $ 5  million on a 10  percent pro-rata basis after RelyEZ’s first $ 10  million is funded. This mezzanine capital will be used to advance long-lead items and qualifying the BESS projects for permanent debt financing. The capital commitment described above represents the Company’s maximum exposure to loss with respect to the JV. On August 11, 2025, RelyEZ completed the $ 10 million funding as required by the definitive agreement to the Joint Venture which satisfies the closing conditions of the definitive agreement. No capital call to the Company was issued or due as of March 31, 2026, and the Company made no contributions (cash or project rights) during the quarter. Management assessed the joint venture and determined it is a variable-interest entity (VIE) and that the Company is not the primary beneficiary; therefore, the JV is not consolidated under ASC 810. As of March 31, 2026, the Company had no recognized interests related to the JV (carrying amount of $ 0 ). The Company did not provide financial support to the JV during the quarter beyond the commitments described above. Joint-Venture Agreement Letter of Agreement with Cox Energy Group On August 11, 2025, the Company’s wholly-owned subsidiary, Emergen Energy, LLC, executed a letter of agreement (LOA) with Cox Energy Group (operating from Madrid, Spain) to form a joint venture to develop, construct and operate up to 1 GW of utility-scale battery-energy-storage projects in the United States to reach ready-to-build status during calendar years 2025 and 2026. Ownership and economics.  Until project refinancing, it is anticipated that each project entity will be owned 75  percent by Cox and 25  percent by Emergen. After refinancing, it is expected that Cox will maintain at least 51 % equity ownership. Capital commitments.  Cox has agreed to an initial capital commitment of $ 10 million to fund pre-construction and early-stage construction activities. The Cox JV agreement allows for a total of up to $ 200  million of equity financing if the parties mutually agree on project-acceptance terms. This capital will serve as the equity component (typically 10 - 20%) required for permanent debt financing.   As of March 31, 2026, the Company’s only arrangement with Cox is a Letter of Agreement (LOA). No JV has been formed with Cox, no development rights were transferred to Cox, and the Company did not receive consideration from Cox during the quarter. The LOA is executory and did not require recognition as of the balance sheet date. The Company will reassess if and when a definitive agreement is executed, a JV is formed, consideration is received by the Company, or project rights are transferred. NOTE 14. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. The Company issued 25,000 shares of unregistered shares of its Common Stock in April 2026 for services valued at $ 71,500 . 17 Table of Contents ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bimergen Energy Corporation (the “Company,” “Bimergen Energy,” “our” or “we”) is for the three months ended March 31, 2026 and 2025. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three months ended March 31, 2026 and 2025. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated. The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our ability to become profitable and generate cash in our operating activities; our need for substantial additional financing to operate our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness and significant restrictions on our operations; the risk that the BESS and Solar Development Projects discussed below (the “Development Projects”) may not be completed, will be materially delayed or will be more costly or difficult than expected or that the Company is otherwise unable to successfully complete the Development Projects; (iii) the failure to obtain the necessary approvals and consents to complete the Development Projects, regulatory, or any other consents required to complete the projects; our ability to obtain required governmental approvals to complete the Development Projects (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the Acquisition discussed below); the Company’s ability to fund the costs required to complete the Development Projects; the impact of global climate change on our ability to conduct future operations; our dependence on key inputs, suppliers and skilled labor to complete construction of the Development Projects and acquire equipment for the operation of the proposed Development Projects; our ability to attract and retain key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; risk related to the protection of our intellectual property and our exposure to infringement or misappropriation claims by third parties; risks related to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are subject to as a result of being a public company in the United States; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in “Risk Factors.” Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks described in “Risk Factors.” Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation. 18 Table of Contents Overview of the Business We are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via solutions across a range of applications through our portfolio of utility-scale Battery Energy Storage System (BESS) and solar development projects. In April 2024, we acquired a portfolio of development-stage BESS and solar energy projects from Emergen Energy LLC (“Emergen”), making us the project owner of 23 development stage utility-scale BESS projects with an estimated cumulative storage capacity of 1.965 gigawatts (GW) and 13 development stage solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively, the “Development Projects”) once constructed and operational. Our 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 services. Core Business in Battery Energy Storage Systems (BESS) Our core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy imbalances and power deficits observed in markets with substantial solar and wind energy generation. This event, often depicted by the grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand. As renewable energy production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources become increasingly critical. Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of low demand and releasing it during high-demand periods, capturing value from daily price fluctuations. By purchasing and storing energy during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure. In addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage support, and emergency backup during grid outages. Frequency regulation refers to the rapid response to changes in grid frequency, maintaining stability and preventing potential grid failures. Voltage control enhances the quality and reliability of power supplied to consumers. The rapid response capabilities also maintain stability for key infrastructure during outages via immediate response to fluctuations in voltage and frequency. 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. Bimergen 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. 19 Table of Contents While these contracts have not yet been finalized, institutional traders will manage daily operations and energy trading under the agreements once signed. 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 obligations. 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 risks. Partnering with experienced traders leverages their market knowledge, reducing the need for in-house trading capabilities. Offtakers 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. As 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 agreement. 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. We 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. We 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. BESS 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. 20 Table of Contents Location 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 projects. 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. Another 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 The 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. Those 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. The 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. This is true for the majority of projects in our industry. Our 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. Our 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. It 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. We maintain strong relationships with tier-one battery and equipment suppliers, utilities, and power purchasers to optimize transmission efficiency and lower consumer costs. 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. 21 Table of Contents Development Projects and Operational Progress Our portfolio of Development Projects includes approximately 3.6 GW of alternating current (GWAC) power capacity across various regions served by Independent System Operators (ISOs) such as ERCOT, WECC, PJM, and MISO. These regions have been selected strategically based on favorable market conditions, grid infrastructure, and regulatory environments conducive to renewable energy integration. In connection with the 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. Subsequent to positive feasibility studies is the process of legal formation, analyzing and negotiating site control/surface and materials, and identifying engineering requirements for construction, identifying and negotiating interconnection to the grid, identifying tax abatements, and identifying permitting and study requirements, and noting additional project specific challenges. These assets provide a robust foundation for advancing our projects through the development lifecycle efficiently and effectively. We are in the process of negotiating grid interconnection agreements, ensuring compliance with applicable grid codes and standards, registering our projects for market participation, and coordinating with ISOs to align dispatch and grid service requirements. In addition, we are actively engaging with these ISOs to address cybersecurity compliance and to develop comprehensive monitoring and reporting frameworks, which are essential for maintaining operational integrity and grid support. Our Redbird and Wildfire projects are currently the most advanced within our portfolio and are ready to proceed to the financing and construction phases. We are actively pursuing project-level debt and equity financing to fund the construction and/or operationalization of these projects. Upon securing financing, of which there can be no assurance we will be able to do so or do so on terms favorable to us, we intend to execute binding agreements with key counterparties, initiate site preparation activities, and commence construction in accordance with our development timelines. As part of the rights to the Work Product and continued development, 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 so as to not create liabilities before project financing is secured. We recognize the importance of managing risks associated with project development, including regulatory, technical, financial, and market risks. Our approach involves conducting thorough feasibility studies, engaging in proactive stakeholder consultations, and maintaining flexibility in project planning. We do not enter into binding contracts related to site control, equipment procurement, or construction until project-specific financing is secured, mitigating financial exposure. The next steps for these projects will include executing contracts with key counterparties, purchasing equipment, and initiating the construction process. Our current project pipeline consists of multiple BESS initiatives, with an estimated development timeline spanning eight to nine years. BESS Market The Battery Energy Storage Systems (BESS) industry is young but has experienced significant growth in the United States, driven by the integration of renewable energy, the need for grid stability, and various economic and policy incentives. Battery 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. The 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. 22 Table of Contents Battery 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. 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: ● Grid Stability : BESS provides grid stabilization by balancing supply and demand, reducing the likelihood of blackouts and enhancing the reliability of the electrical grid. ● Renewable Energy Integration : BESS allows for the efficient integration of renewable energy sources like solar and wind by storing excess energy and releasing it when needed. ● Peak Shaving : BESS helps reduce peak demand charges for utilities and consumers by discharging stored energy during high-demand periods. ● Reduction of Fossil Fuel Dependence : By enabling more renewable energy use, BESS decreases the reliance on fossil fuel-based power generation, reducing greenhouse gas emissions. ● Emergency Backup : BESS provides critical backup power during emergencies and natural disasters, ensuring continuous power supply for essential services. As we progress towards optimizing BESS operations for the future, several advantages become apparent: ● Grid Decentralization : Future BESS deployments will support a more decentralized grid, empowering local communities with greater energy independence and resilience. ● Cost Reduction : Advances in battery techs and economies of scale will continue to drive down the costs of BESS, making it more accessible and cost-effective for widespread use. ● Enhanced Renewable Penetration : With improved storage capabilities, BESS will support even higher levels of renewable energy penetration, facilitating the transition to a fully renewable energy grid. ● Electric Vehicle (EV) Integration : BESS will play a crucial role in managing the increased demand from EVs, enabling efficient charging infrastructure and energy management. BESS 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. 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. Emergen Energy Acquisition On April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink (“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”) (the “Business Combination”). On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 1,587,300 unregistered shares of its common stock to Emergen’s sole member, C&C Johnson Holdings LLC (“C&C”) in exchange for 100% of Emergen’s equity interests. C&C is controlled by Cole Johnson who became our President and a director following the Closing as well as the President of the Company’s BESS and Solar Divisions. In addition, Emergen became a wholly owned subsidiary of the Company with C&C’s owning approximately 31.3% of the Company’s issued and outstanding shares of the Company’s capital stock. Originally, in a letter agreement executed and disclosed in January 2024 the above acquisition was contingent upon the parties entering into a definitive agreement which would contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. This Capital Infusion condition was negotiated out of the acquisition definitive agreement. Emergen holds a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). 23 Table of Contents We plan to raise the working capital and project specific financing we need to commence the Development Projects through future debt and equity financing. Development 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. Through Emergen, Bimergen Energy management will determine which projects will be developed and when, how financing arrangements will be pursued and accepted, and whether a project may be sold instead of developed, and the criteria for establishing the sale price. Emergen was formed on April 4, 2024, and had no operating activity but held the Development Projects. The Development Projects were assigned to Emergen on April 23, 2024, with no cost basis and deemed to be intangible From an accounting perspective, we treated the transaction as an acquisition of assets versus a business combination due to the lack of any operations. Also, the projects that were purchased in the acquisition were development stage and deemed to not be tangible assets under FASB 805-10-20 and have classified these as intangible assets with indefinite useful lives and are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the assets may be impaired. To the extent that an intangible asset is successfully developed into a revenue-generating asset, it will be relieved over time in the same time period as the property, plant and equipment purchased to have the project become a revenue-generating project. To the extent that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to operations at that time. The Company valued the transaction at the value of $22,222,200, the value of the restricted stock ($14.00 closing price per share on April 24, 2024) issued as consideration for Emergen. Emergen had no liabilities associated with it at the time of the transaction. 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 March 31, 2026, 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. All funds paid to Emergen are non-refundable. In the event that Purchaser, under the purchase agreement decides to transfer any Project along with its interests to Bridgelink or any creditworthy entity designated by Bridgelink (“Returned Project”), Bridgelink shall provide written notice to Emergen within ten (10) business days of receipt of such notice from the Purchaser and Bridgelink shall convey, transfer, assign, deliver, and contribute over certain rights and interests to the Returned Project to Emergen within ten (10) business days of receipt of such Returned Project, unless otherwise agreed upon by Emergen in writing. For clarity, any creditworthy entity designated by Bridgelink shall be confirmed in writing by Emergen. Bridgelink is to receive payment from the Purchaser no later than March 31 of the year following each calendar year end for any milestones that have been achieved during that calendar year. Emergen is to receive payment within five days from Bridgelink 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 Agreement 24 Table of Contents The Projects sold by Emergen to Bridgelink are in what are termed as “Greenfield Projects.” With respect to each Greenfield Project, Emergen will be paid: (i) $5,000 per megawatt (in alternating current) measured at the Point of Interconnection after such Greenfield Project has secured all necessary land rights as determined in good faith ($12,125,000 for the estimated 2,425 megawatts sold); and (ii) $3,000 per megawatt (in alternating current) measured at the Point of Interconnection when the relevant Greenfield Project has achieved ready-to-build (RTB) status as determined in good faith ($7,275,000 for the estimated 2,435 megawatts sold. There is no specified timeframe for the milestones to be achieved. The $943,500 deposit remains included in deferred revenue at March 31, 2026, because the applicable revenue recognition milestones had not been achieved, and no revenue has been recognized through March 31, 2026. A December 31, 2024 amendment clarified that amounts paid to Emergen are non-refundable and limited the circumstances in which projects may be returned. During the three months ended March 31, 2026, the Company paid $339,688 related to amounts previously received under this arrangement that remained accrued to EIP, a related party, and was included in accounts payable and accrued liabilities – related parties at December 31, 2025. The following agreements were entered into on the date of Closing as provided for in the MIPA: Project Management Services Agreement At the Closing, the Company and Emergen entered into a Project Management Services Agreement (the “PMSA”) with Energy Independent Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr. Johnson. Pursuant to the terms of the PMSA, Energy Independent Partners is obligated to 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 Status”); and (iii) if Emergen foregoes the development of a Development Project, Energy Independent Partners 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. Payment for Service. The Issuer agreed to pay Energy Independent Partners the following fees for providing the Services: BESS 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 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. Solar 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. 25 Table of Contents Other Development Fees . For each other renewable energy development asset held by the Company, which are neither BESS Development Projects nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”). Timing 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 terms. For example: 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. These fees will be recorded as liabilities once the above contingencies and milestones are met, the most important being that of appropriate project financing enabling payment of these fees. Acceleration of Payment Clause: Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W. Johnson 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 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. 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. The 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 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. Payment for Sale of Development Projects . In the event the Company decides not to proceed with any Development Project(s), the Company may elect to sell such Development Project(s) to one or more third parties. In such event, the Company and Energy Independent Partners agree to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS Development Fees and/or the Solar Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless otherwise agreed upon by the Company and Energy Independent Partners. 26 Table of Contents Termination . The PMSA may be terminated at any time prior to the expiration of its term: (a) by the mutual written consent of the parties; (b) by the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners, within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company; (c) by Energy Independent Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20 business days after receipt by the Company of written notice thereof from Energy Independent Partners; or (d) by any party, if a court of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become final and nonappealable. Any of the Parties has a right to seek specific performance of the other parties’ obligations under the PMSA in lieu of its right to terminate the agreement. Indemnification . Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party or any of their representatives. Acquisition of Bitech Mining Corporation The 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 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. 27 Table of Contents The 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. Results of Operations Comparison of the three month period ended March 31, 2026, with the three month period ended March 31, 2025 The following table summarizes our results of operations for the periods presented: The Company has generated no revenues from its primary business for the three months ended March 31, 2026, and March 31, 2025. For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 $ Change % Change OPERATING EXPENSES General & Administrative 3,764,629 857,037 2,907,592 339 % Total Operating Expenses 3,764,629 857,037 2,907,592 339 % LOSS FROM OPERATIONS (3,764,629 ) (857,037 ) 2,907,592 339 % OTHER INCOME (EXPENSE) Interest and Other Income (Expense) 26,147 300 25,847 8,616 % Interest Expense (13,123 ) (907 ) (12,216 ) 1,347 % Total Other Income (Expense) 13,024 (607 ) 13,631 2,247 % NET LOSS (3,751,605 ) (857,644 ) (2,893,961 ) 337 % General and administrative expenses have increased significantly for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The primary increase was approximately $2,251,000 of non-cash stock compensation, $193,000 Delaware franchise tax and $155,000 legal fees. 28 Table of Contents Contractual Obligations and Commitments As of March 31, 2026, and December 31, 2025, we had total current liabilities of $5.2 million and $7.8 million, respectively, and current assets of $11.4 million and $3.3 million, respectively, to meet our current obligations. As of March 31, 2026, we had working capital of $6.3 million as compared to working capital of ($4.5 million) as of December 31, 2025. For the three months ended March 31, 2026, cash used in operations was approximately $2.9 million, primarily driven by net loss of approximately $3.8 million and decreases in accounts payable and related-party accounts payable of approximately $1.7 million, partially offset by noncash stock-based compensation of approximately $2.6 million compared to approximately $0.14 million cash used by operations for the three months ended March 31, 2025, which primarily included the net loss of approximately $0.9 million and primarily offset by the non-cash stock-based compensation of $0.3 million and an increase in accounts payable (including related parties) of $0.3 million. For the three months ended March 31, 2026, cash provided by financing activities was approximately $11.4 million, including approximately $12.3 million of net cash proceeds from the February 2026 offering after cash financing costs, offset by repayment of approximately $0.8 million of related-party short-term loans compared to $0.08 million cash provided for the three months ended March 31, 2025, from proceeds from short term loans due to a related party. The Company received and recorded as deferred revenue a $3.6 million payment from Gridspan in December 2025 related to the purchase of BESS development projects. The Company received $250,000 from Eos Energy Storage LLC as a one-time, non-refundable payment upon execution of a Joint Development Agreement. The Company received and recorded as deferred revenue a $943,500 deposit payment from the Project Sale Agreement with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects in 2024. The total amount to be received by Emergen for the projects sold to Bridgelink is expected to be $19,400,000 unless certain of the projects are returned without development to the payment milestones. We paid EIP $250,000 during 2024 and $339,688 during the three months ended March 31, 2026, related to amounts previously accrued under the PSA. EIP will be due 62.5% of the proceeds received related to the Project Sale Agreement. If the remaining $18.5 million is received from the ultimate purchaser via Bridgelink we will owe EIP $11.5 million for their portion per the agreement. The Company would be required to fund up to $5 million of capital calls over the term of the joint venture arrangement related to Emergen’s 20% ownership interest and 10% matching capital contribution requirement in the RelyEZ joint venture. Management is evaluating debt and equity alternatives to meet those obligations. We have a history of operating losses. We have not yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity financing. As of March 31, 2026, cash generated from financing activities is sufficient to fund our growth strategy in the short term. The primary need for liquidity is to fund working capital requirements of the business, including operational and development costs to finalize development of our planned BESS projects that are part of the Development Project rights we acquired upon completion of the acquisition of Emergen. Financing for the project construction and equipment acquisition is planned to be generated within the project joint ventures and be non-recourse to the Company. The primary source of liquidity has primarily been private financing transactions and the public offering closed February 2026. The ability to fund operations, to make planned capital expenditures, to execute on the development and commercialization of the Development Projects depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. Off-Balance Sheet Arrangements As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources. Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q. Critical Accounting Estimates Our significant accounting policies and critical accounting estimates are described in Note 2 to our audited financial statements for the year ended December 31, 2025 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. There have been no material changes to our significant accounting policies or critical accounting estimates during the three months ended March 31, 2026. 29 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item. ITEM 4. CONTROLS AND PROCEDURES Robert J. Brilon, our Co-CEO and Chief Financial Officer is our principal executive officer and our principal financial officer. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Co-Chief Executive Officer (“Co-CEO”) / 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 March 31, 2026, (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 to our management, including our Co-CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on his evaluation, the Co-CEO/CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2026, because of the material weaknesses in our internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our audit of the financial statements for the year ended December 31, 2025 and management’s evaluation as of March 31, 2026, we identified material weaknesses in the design and operating effectiveness of our internal control over financial reporting related to the fact that we did not appropriately design and maintain entity-level controls impacting the control environment, risk assessment, control activities, information and communication and monitoring activities to prevent or detect material misstatements to the financial statements. These material weaknesses related to (i) an insufficient number of qualified resources to ensure adequate oversight and accountability over the performance of controls (ii) ineffective identification and assessment of risks impacting internal control over financial reporting, (iii) insufficient segregation of duties and (iv) insufficient evaluation and determination as to whether the components of internal controls were present and functioning based upon evidence maintained for management review controls and activity level controls across substantially all financial statement areas. These material weaknesses contributed to the following additional material weakness: we did not design and maintain effective (i) general controls over information systems that support the financial reporting process, (ii) controls over the completeness and accuracy of information used in the operation of control activities across substantially all financial statement areas, and (iii) management review controls at a sufficient level of precision to detect a material misstatement across substantially all financial statement areas that involve complex and judgmental areas of accounting and disclosure. There were no adjustments that resulted from the above material weaknesses. However, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Internal control over financial reporting has inherent limitations. It may not prevent or detect all misstatements, and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies and procedures may deteriorate. Internal control systems are also subject to human error or intentional circumvention. Therefore, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation and presentation. Changes in Disclosure Controls and Procedures None. 30 Table of Contents PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of the date of this Quarterly Report, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions are known by us to be contemplated. ITEM 1A. RISK FACTORS Smaller reporting companies are not required to provide the information required by this item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following information represents securities sold by us during the three months ended March 31, 2026, which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We sold all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder and Section 3(a)(10) of the Securities Act. During February 2026 the Company issued 5,000 shares for investor relations services valued at $13,650. During March 2026, the Company issued 36,667 shares of restricted common stock valued at $103,401 in settlement of accounts payable. All of the securities referred to above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the foregoing securities as well as common stock issuable upon conversion or exercise of such securities, have been registered under the Securities Act or any other applicable laws and are deemed restricted securities, and unless so registered may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION. None 31 Table of Contents ITEM 6. EXHIBITS Exhibit No. Description 31.1* 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. 31.2 * Certification of principal financial 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. 32.1** Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. §1350. 32.2** Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. §1350. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 32 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Bimergen Energy Corporation Date: May 15, 2026 By: /s/ Robert J. Brilon Robert J. Brilon Co-Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) 33