Bimergen Energy Corp 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Record Holders As of December 31, 2024 there were approximately 121 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries. Dividend Policy We have not declared or paid any dividends on our common stock since our inception. We currently intend to reinvest all cash resources to finance the development and growth of our business. As a result, we do not intend to pay dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on the financial condition, earnings, legal requirements, restrictions in its debt agreements and any other factors that our board of directors deems relevant. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur. Unregistered Sales of Securities The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K 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 issued 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. On February 13, 2023, the Company awarded an officer and director of the Company as compensation for service to the Company, an option to purchase 35,715 shares of the Company’s Common Stock at an exercise price of $3.50 per share which vested 80% on date of grant and 10% on January 1, 2024 and 10% on January 1, 2025. On April 3, 2023, the Company awarded a director as Compensation for service to the Company as a director, an option to purchase 35,715 shares of the Company’s Common Stock at an exercise price of $4.20 per share which vested 50% of the date of grant and 50% on April 3, 2024. 17 On April 3, 2023, the Company awarded an officer and director of the Company as compensation for services to the Company an option to purchase 35,715 shares of the Company’s Common Stock at an exercise price of $4.20 per share which vested 50% on date of award on April 3, 2023 and 50% on April 3, 2024. On November 27, 2023, the Company awarded a director as compensation for services to the Company as a director, 7,143 shares of restricted Common Stock which vested on December 31, 2023. The value of this award was $20,000. On November 27, 2023, the Company awarded an Officer and director of 3,572 shares of restricted Common Stock which vested 100% on December 31, 2023. The value of this award was $10,000. The Company issued 11,961 unregistered shares of its Common Stock valued at 58,221 during the year ended December 31, 2023 as payment for services provided to the Company. During April, May and June, 2023, the Company sold 80,358 unregistered shares of its Common Stock to six private investors in exchange for $225,000 ($2.80 per share). During August 2023 the Company sold 4,762 unregistered shares of its Common Stock to one private investor for $20,000 ($4.20 per share) During October, November, and December 2023 the Company sold 38,393 unregistered shares of its Common Stock to three private investor for $167,500 ($4.20-$5.60 per share) 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 6,970 unregistered shares of its Common Stock valued at $79,209 during the year ended December 31, 2024 as payment for services provided to the Company. The Company issued 14,286 of restricted securities awards valued at $120,000 ($8.40 per share) during January 2024 and recorded $30,000 as stock compensation expense in the quarter ended March 31, 2024 as payment for services provided by two employees of the Company. Services were cancelled as of December 2024 and 10,715 restricted common shares were cancelled. The Company issued 17,143 of restricted securities awards valued at $192,000 ($11.20 per share) on July 1, 2024 and recorded $72,000 as stock compensation expense in the year ended December 31, 2024 as payment for services provided by the consultant of the Company. The remaining will vest quarterly through April 2026. 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. 18 Equity Compensation Plan Information As of December 31, 2024, we do not have any compensation plans under which our equity securities are authorized for issuance. ITEM 6. RESERVED