Bimergen Energy Corp 10-K

ITEM 3. LEGAL PROCEEDINGS As of the date of this Annual 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 except as provided below: Due to the misrepresentations and omissions of SuperGreen, Calvin C. Cao and Michael H. Cao, among other reasons, the Company filed a complaint in the U.S. District Court, Central District of California on February 2, 2023 against SuperGreen, Michael H. Cao, Linh T. Dao, Calvin C. Cao and entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith, breach of fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec. 496 (the “Cao Lawsuit”). This lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the court. Settled Matters Effective February 20, 2023, the Company, together with its wholly owned subsidiary Bitech Mining Corporation, entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “C. Cao Settlement Agreement”) with C. Cao and SuperGreen (collectively, the “C. Cao Parties”). The C. Cao Settlement Agreement settled the Cao Lawsuit as to the C. Cao Parties. Pursuant to the C. Cao Settlement Agreement, the C. Cao Parties terminated the License Agreement and SuperGreen canceled 367,913 shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement. In addition, the parties to the C. Cao Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the C. Cao Parties Effective October 7, 2024, the Company entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “Thomason Settlement Agreement”) with Mr. Thomason. Pursuant to the Thomason Settlement Agreement, the Company canceled 18,396 shares of the Company’s common stock, par value $0.001 per share previously issued by the Company to Mr. Thomason. In addition, the parties to the Thomason Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice as to Mr. Thomason in the Cao State Court Lawsuit. Unsettled Matters On March 6, 2023, Michael Cao and Linh Dao filed a pro se Motion to Dismiss for Lack of Jurisdiction. On April 17, 2023, the court dismissed the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction. On April 18, 2023, the Company filed a complaint against Michael H. Cao, Linh T. Dao, B & B Investment and Cory Thomason in the Orange County California Superior Court containing substantially the same allegations included in the Cao Lawsuit (the “Cao State Court Lawsuit”). Mr. Thomason was dismissed from the Cao State Court Lawsuit on November 8, 2024. The Company continues to pursue the Cao State Court Lawsuit as to the remaining defendants in that case, namely Michael Cao, Linh Dao, and B&B Investment. 15 After serving Defendants Mr. Cao, Ms. Dao and B & B Investment on April 26, 2023, the Defendants (pro se) filed a Motion to Quash Service of Summons; Motion to Dismiss or Stay Complaint (the “B & B Motions”). In response, the Company filed a Motion to Strike B & B Investment’s motion (the “Motion to Strike”), Request for Sanctions in Amount of $2,400 and Request for Default as to B & B Investment because it is being impermissibly represented by Michael H. Cao who is engaging in the unauthorized practice of law as to a corporate entity. On October 13, 2023, the Court granted in part the Company’s unopposed Motion to Strike, striking the B & B Investment Motions and ordering B &B Investment to retain an attorney no later than October 27, 2023 or be subject to default because corporate entities are not permitted to appear in court without an attorney. The Court denied Mr. Cao’s Motion to Quash and took Linh Dao’s Motion to Quash off calendar, thus keeping all Defendants in the case. The Court ruled that Michael Cao already waived his rights to file such a motion by making a general appearance in the case and noted that Defendants failed to appear at the hearing. On or about October 27, 2023, the Company’s counsel received an initial communication from an attorney attaching responses to the Company’s complaint on behalf of Mr. Cao and B&B Investment. On November 27, 2023, Mr. Cao and B&B Investment filed a Demurrer to the Complaint and Motion to Strike Portions of the Complaint. On May 10, 2024, the court heard responses to the Company’s complaint and motions filed by Mr. Cao. The court sustained the demurrer to the first, second, fifth, and sixth causes of action, granting 30 days to amend. It overruled the demurrer to the third and fourth causes of action. The court also sustained the motion to strike paragraph 6 of the prayer for relief and granted the motion to strike punitive damages with leave to amend. A case management conference was set for August 19, 2024. The Company filed a first amended complaint in the Cao State Court Lawsuit on June 7, 2024. On July 10, 2024, the counsel for Mr. Cao, B & B Investment, and Ms. Dao filed motions to be relieved, which the court granted on August 2, 2024. The case management conference was postponed to November 25, 2024. Defendants had until August 16, 2024 to file a response to the first amended complaint but failed to do so, leading to defaults being entered against them on August 23, 2024. The Company filed applications for default judgment against Mr. Cao, Ms. Dao and B & B Investment on November 8, 2024, that are pending review by the Court. On November 18, 2024, the Court vacated the case management conference and set an order to show cause hearing for April 28, 2025, and ordered the Company to submit a default judgment packet in advance of that date. Current Status Thus far, the Company has recovered 386,309 shares of the Company’s common stock from the C. Cao Settlement Agreement and the Thomason Settlement Agreement. The Company has not otherwise received any cash recovery to date. The Company is seeking return of the remaining 1,287,694 shares of the Company’s common stock through the default judgment sought against Mr. Cao, Ms. Dao and B & B Investment in the Cao State Court Lawsuit, as well as $29,309 in damages, prejudgment interest, and costs. Litigation Assessment We have evaluated the foregoing Cao Lawsuit to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation. Based on this assessment and estimate, which includes an understanding of our intention to vigorously prosecute the Cao Lawsuit, we believe that the potential defenses of any of the remaining defendants lack merit, however, and we cannot predict the likelihood of any recoveries by any of our claims against the remaining defendants. This assessment and estimate is based on the information available to management as of the date of this Annual Report and involves a significant amount of management judgment, including the inherent difficulty associated with assessing litigation matters in their early stages. As a result, the actual outcome or loss may differ materially from those envisioned by the current assessment and estimate. Our failure to successfully prosecute, defend or settle the Cao Litigation with the remaining defendants could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 16 PART II