Bimergen Energy Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Benjamin B. Tran, our President and Chief Executive Officer, is our principal executive officer and Robert J. Brilon, our Chief Financial Officer, is our principal financial officer. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2024 (the “Evaluation Date”). Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and necessarily applies judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation, our CEO and CFO concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us 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 management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. These conclusions were due to the material weaknesses in our internal control over financial reporting described below. Notwithstanding the identified material weaknesses, management concluded that our financial statements included in this Annual Report on Form 10-K are fairly stated, in all material respects, in accordance with U.S. GAAP for each of the periods presented. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2024, due to the following material weaknesses: ● Inadequate segregation of duties consistent with control objectives; ● Insufficient number of personnel with an appropriate level of U.S. GAAP knowledge, experience, and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with our financial reporting requirements; ● Failure to 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; ● Insufficient qualified resources to ensure adequate oversight and accountability over the performance of controls, including retention of control evidence; ● Ineffective identification and assessment of risks impacting internal control over financial reporting; ● Insufficient evaluation and determination as to whether components of internal controls were present and functioning, particularly for management review controls and activity-level controls across substantially all financial statement areas; ● Ineffective general controls over information systems supporting the financial reporting process; ● Ineffective controls over the completeness and accuracy of information used in the operation of control activities; and ● Ineffective management review controls at a sufficient level of precision to detect material misstatements across substantially all financial statement areas involving complex and judgmental accounting and disclosure matters. 47 Attestation of Independent Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit certain companies, including newly public companies, to provide only management’s report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the year ended December 31, 2024, 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. ITEM 9B. OTHER INFORMATION On April 20, 2025 the Company’s wholly owned subsidiary, Emergen Energy, LLC, executed a definitive agreement with RelyEZ Energy Group to form a joint venture to develop, construct, and operate up to 2 GW of utility-scale battery-energy-storage projects (2- to 4-hour BESS) in the United States through 2027. Capital commitments. RelyEZ has committed up to $50 million, including an initial $10 million funding within 10 days of closing. The Company will contribute up to $12.5 million on a pro-rata basis after the first $10 million from RelyEZ. Ownership and economics. Until project refinancing, each project SPV will be owned 80 % by RelyEZ and 20 % by Emergen. After refinancing, the Company may repurchase RelyEZ’s interest at cost plus a 12 % annual return. Initial projects. Four Texas projects totaling approximately 274 MW / 773 MWh (Redbird, Dos Rios, White Rock, and Oak Hill) are expected to reach notice-to-proceed (NTP) within six months of closing. Status of accounting evaluation. This agreement was executed after December 31, 2024; therefore, no amounts related to the joint venture are reflected in the accompanying 2024 financial statements. The foregoing summary of the Definitive Agreement does no t purport to be complete and is qualified in its entirety by reference to the complete text of that agreements, which is attached to this Annual Report on Form 10-K as Exhibit 10.33 and is hereby incorporated by reference. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Set forth below is information concerning our directors, director nominees, executive officers and other key employees. Name Age Position(s) and Office(s) Benjamin B. Tran 58 Chief Executive Officer and Chairman Cole W. Johnson 38 President and Director Robert J. Brilon 64 Chief Financial Officer and Director Van H. Potter 66 Director James L. Stock 58 Director Montgomery Bannerman 69 Director 48 Benjamin B. Tran, PhD – Dr. Tran currently serves as Chairman and Chief Executive Officer of the company. He has been the corporate strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies. Dr. Tran specializes in cross-border M&A, private equity, merchant banking advisory and technology marketing. He also serves as Managing Partner of Cleantek Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present. Dr. Tran, at times, serves as senior advisor to several publicly traded companies. From February 2021 to April 2022, Dr. Tran has served as Senior Capital Market Advisor for Iveda Solutions, Inc. (NASDAQ: IVDA), an AI and IoT technology company to assist with financing and uplisting to Nasdaq. From August 2017 to January 2019, he served as Advisory Chairman of Vemanti Group, Inc. (OTCQB: VMNT), an innovative fintech company to assist in M&A and international business development. From November 2018 to April 2021, Dr. Tran also co-founded and served as chairman of CBMD, Inc., a privately held physician-based CBD science company specializing in pain management. Dr. Tran served as CFO of privately held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019. Since 2014 to present, Dr. Tran has served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California. Prior to United System Capital, Dr. Tran was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S. and Asian companies. Dr. Tran spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization strategies. Dr. Tran has been seasoned international consultant providing corporate development and interim senior management to small and medium sized enterprises in Silicon Valley and the Asia Pacific region. He also served as a board director, CFO, corporate strategist, and executive advisor for several distressed companies, managing turn-around situations. As a Silicon Valley high-tech veteran, Dr. Tran brings over 20 years of diversified experience including mergers and acquisitions, venture management, strategic marketing, and international business development. Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron Technology, Fujitsu Microelectronics, Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing management positions. Dr. Tran received a Ph.D. in Business Administration, an MBA from the University of Phoenix, Master of Science and Bachelor of Science degrees in Electrical Engineering from San Jose State University, California. We believe Dr. Tran’s wealth of credentials and experience make him well qualified to lead our company. Cole W. Johnson – Mr. Johnson has served as our President and Board Director since April 24, 2024 upon a business combination with Bridgelink Development LLC to acquire Emergen Energy LLC, an asset holder of an array of battery energy storage system and solar projects. Mr. Johnson is a Principal and Chief Executive Officer of C&C Johnson Holdings LLC, a family office, engaged in solar and energy storage project development, that he founded and built beginning in 2018. Mr. Johnson’s role as CEO consisted of securing capital for early-stage projects, negotiating and qualifying projects for project financing, acquiring strategic projects, and developing a variety of projects promoting clean energy initiatives within strategic regions. From 2012 to 2018, Mr. Johnson was the Chief Executive Officer of multiple service companies engaged in building and developing energy assets. We believe Mr. Johnson’s significant experience in the energy sector make him well-qualified to serve as an officer and director of the Company. Robert J. Brilon – Mr. Brilon has served as our Chief Financial Officer since October 1, 2021 and was appointed as a director on April 14, 2022 and will resign his position as director effective upon the listing of the Company on a national securities exchange to ensure compliance with the requirement to have a majority of independent directors on the Board. He also has served as Chief Financial Officer for Iveda Solutions, Inc. (NASDAQ: IVDA) since December 2013. He was also Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021. Mr. Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to February 2014 and as Iveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010. Mr. Brilon joined New Gen Management Services, Inc. in July 2017 as the CFO (subsequently becoming President and CFO of New Gen in July 2018). Mr. Brilon was the President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned in February 2020. Mr. Brilon served as Chief Financial Officer and Executive Vice President of Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company, from August 2010 to November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters. Mr. Brilon also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ: NPLA), formerly, Duraswitch (NASDAQ: DSWT), a company that licensed patented electronic switch technology and manufactured digital pen technology, from November 1998 to June 2007. Mr. Brilon served as Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental Service Corp. (NYSE: RRR) from 1995 to 1996, Chief Financial Officer and Vice President of Operations of DataHand Systems, Inc. from 1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to 1993. Mr. Brilon is a certified public accountant and practiced with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche. Mr. Brilon holds a Bachelor of Science degree in Business Administration from the University of Iowa. The Company believes Mr. Brilon’s extensive experience in finance leadership roles with public companies makes him well-qualified to serve as an officer and director of the Company. 49 Van H. Potter – Mr. Potter has served our board as an Independent Director since October 15, 2024.Mr. Potter has over 35 years of experience as an executive in technology companies with a focus on emerging growth companies, and competencies in business development, capital formation, and marketing/digital marketing. Mr Potter is the Founder/CEO of Gainey Capital since 2022, Mr. Potter founded and was CEO of Certive Solutions Inc. (OTCQB:CTVEF) from to 2011-2023. Mr. Potter was CEO of InPlay Technologies (NASDAQ) (2008 - 2010) Mr. Potter was the VP of Business Development for Pixtronix, a Kleiner Perkins / Atlas Ventures VC backed startup (2005-2010). Mr. Potter was VP of Business Development at International DisplayWorks (NASDAQ), until it was acquired by Flextronics (NASDAQ). Mr. Potter was Senior Vice President at Three Five Systems (NYSE), prior to its sale to International DisplayWorks. Mr. Potter holds a Bachelor of Science Degree in Mechanical Engineering from Northeastern University in Boston, and an MBA from Arizona State University. The Company feels Mr. Potter’s extensive managerial and other experience running public companies will make him a valuable member of the board of directors. James L. Stock, CPA, MBA - Mr. Stock has served our board as an Independent Director since October 15, 2024. He is a highly experienced and strategic executive who has had a successful career spanning over 30 years. With a diverse background in both publicly traded, privately held, and family-owned businesses, he has served as a Chief Financial Officer for companies with revenues ranging from $50 million to $300 million and workforces of 225 to 1,000+ employees. His industry experience includes financial services, auto hauling, retail, construction, manufacturing, and digital marketing and advertising. Mr. Stock’s expertise lies in various aspects of accounting and finance as well as operations, including financial modeling, cash flow management, administrative oversight, risk management, capital raising, banking and investor relations, and general corporate development. Since May 2023, Mr. Stock has served as the Chief Financial Officer of Hansen & Adkins Auto Transport, Inc., from January 2020 to May 2023, he served as the Chief Financial Officer of Tinco Sheet Metal. Mr. Stock was Chief Financial Officer for Howard’s Appliances in Southern California from 2018 to 2019, Mr. Stock was Chief Financial Officer for Lifescript the largest women’s health and digital media company from 2003 – 2017, and prior to that held the Chief Financial Officer position at HomeAcess MicroWeb [Nasdaq: GLDI] from 2001 – 2003 and prior to that was Senior Vice President and Chief Financial Officer at Consumer Portfolio Services [Nasdaq: CPSS] from 1994 - 2001. He also worked as a Senior Associate at Coopers & Lybrand (now PWC). Mr. Stock is an active CPA and holds an MBA from Pepperdine University, BS in Accounting from California Polytechnic University in Pomona, California and has completed Villanova University’s Six Sigma Green Belt program. The Company believes Mr. Stock is well-qualified to serve as a director due to accounting and financial expertise and managerial experience. Montgomery Bannerman – Mr. Bannerman has served our board as an Independent Director since November 1, 2024. Mr. Bannerman has over 35 years of experience as a technology executive in energy and telecommunications companies. Founding Partner, CEO, Denrgy Inc., Jan 2023 – Present, Miami, Florida, Denrgy develops district and municipal scale resilient renewable energy networks which make facilities and communities more resilient to extreme weather events and deliver economic, employment and environmental benefits to the investors and customers they serve. Founder & Director, ArcStar Energy, Jan 2007 - Mar 2023, New York, NY & Miami, FL. ArcStar Energy is a renewable energy project advisory, M&A and managed development services company. Founder & CEO, MicroGrid Networks, LLC, Jan 2018 - May 2022, New York, NY, MGN develops and operates advanced large scale renewable microgrids which integrate with and serve utility networks in New York City. Verso Technologies, CEO & President, Nov 2003 - Jun 2006, A multinational manufacturer of advanced distributed power and communications network technologies for public utilities and competitive operators. SVP & CTO, NAP of the Americas, Jan 2000 - Oct 2003, Miami, FL, Responsible for design, engineering, construction and operation of the facility, technology and services of the first privately-developed Network Access Point (NAP) one of the core hubs and exchanges for international telecommunication traffic and revenue in the global Internet, Founder and Managing Director, IXS, 1997 – 1999, China, Co-founded and led this early international Internet network operator providing services between businesses in mainland China, Taiwan, Hong Kong and USA markets. Founder and President, DSP.COM, 1993 – 1996, San Francisco Bay Area, Founded and led this early commercial Internet Service Provider serving Northern California. VP Business Development, Bell Canada International, Oct 1980 - Mar 1996, Multiple international executive leadership positions in market penetrations and first deployments of large-scale distributed communications and power networks for this global leader in management consulting, engineering and project management operating in deregulating markets worldwide. Undergraduate studies in business and finance at Mohawk College of Applied Arts & Technology in Ontario Canada. Postgraduate studies at Bell Laboratories, Ottawa Canada. We believe Mr. Bannerman’s significant experience in the energy sector make him well-qualified to serve as a director of the Company 50 Family Relationships There are no family relationships among any of our directors, director nominees or executive officers. Terms of Directors and Executive Officers The number of directors of the Company shall be not less than two nor more than seven. Each of our directors holds office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified, until his or her resignation, or until his or her office is otherwise vacated in accordance with our certificate of incorporation. Our officers are elected by and serve at the discretion of the board of directors. Involvement in Certain Legal Proceedings None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. Officer and Board Qualifications Our officers and board of directors are well qualified as leaders. In their prior positions they have gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Our officers and directors also have experience serving on boards of directors and board committees of other public companies and private companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies. Board of Directors and Board Committees Our board of directors consists of five directors, three of whom are independent as such term is defined by. We have determined that Montgomery Bannerman, Van H. Potter and James L. Stock satisfy the “independence” requirements under. Board Committees We have established three committees under the board of directors: an audit committee, a compensation committee and a nomination and corporate governance committee, and adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations website. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Montgomery Bannerman, Van H. Potter and James L. Stock. Mr. James L. Stock is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; 51 ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee. Our compensation committee consists of Montgomery Bannerman, Van H. Potter and James L. Stock. Mr. Van H. Potter is the chair of our compensation committee. The compensation committee will be responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the shareholders for determination with respect to the compensation of our directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. Nominations and Corporate Governance Committee. Our Nominations and Corporate Governance committee consists of Montgomery Bannerman, Van H. Potter and James L. Stock. Mr. Van H. Potter is the chair of our Nominations and Corporate Governance committee. The nominating and corporate governance committee is responsible for, among other things, (i) determining the qualifications, qualities and skills required to be a director of the Company and evaluating, selecting and approving nominees to serve as directors, (ii) periodically reviewing, assessing and making recommendations for changes to the Board of Directors and its committees and (iii) overseeing the process for evaluation of the Board of Directors. Pursuant to the nominating and corporate governance committee charter, the nominating and corporate governance committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the nominating and corporate governance committee. In addition, the nominating and corporate governance committee has unrestricted access to and assistance from our officers, employees and independent auditors and the authority to employ experts, consultants and professionals to assist with performance of their duties. The nominating and corporate governance committee is also responsible for establishing procedures regarding director nominees put forward by stockholders. The committee is also responsible for establishing procedures for shareholder communications with the Board of Directors. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics which is applicable to all of our directors, executive officers and employees. A copy of the code of business conduct and ethics will be posted on our corporate investor relations website prior to our listing on Nasdaq. 52 ITEM 11. EXECUTIVE COMPENSATION The following table summarizes all compensation recorded by us in the past two fiscal years for: ● our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2024, For definitional purposes, these individuals are sometimes referred to as the “named executive officers.” 2024 and 2023 Summary Executive Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Benjamin Tran 2024 206,000 - - 1,200,000 - - - 1,406,000 CEO, President and Director 2023 132,000 - - - - - - 132,000 Cole W. Johnson 2024 100,000 4,200,000 4,300,000 President and Director 2023 Robert J. Brilon 2024 148,000 - 600,000 - - - 748,000 CFO and Director 2023 19,000 - 10,000 98.000 - - - 127,000 Employment Agreements On April 24, 2024, the Company entered into employment agreements (“Employment Agreements”) with two of its executive officers and directors: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the Company’s BESS and Solar Division and a Director) and on May 3, 2024 the Company entered into an Employment Agreement with Robert J. Brilon (Chief Financial Officer and Director). The Employment Agreements all provide for a term of five years that may be terminated by the Company for death or disability and with or without cause, by the executive with or without good reason, or mutually terminated by the parties. If the Employment Agreements are terminated without cause by the Company or for good reason by the employee, the Company is obligated to pay the terminated person the balance of their base salary for the remainder of the term in a lump sum and any equity grant made to such person shall automatically vest. If the Employment Agreement is terminated for cause by the Company, the terminated person shall be entitled to their Base Salary through the date of termination. In the event that a change of control occurs during the term of the Employment Agreements, any unvested portion of any equity grants which includes the stock options discussed below, shall, to the extent not already vested, be deemed automatically vested without any further action of the parties to the Employment Agreements. 53 The Executive Agreements provide respectively for a base salary of $240,000 for Mr. Tran and an award of stock options to purchase 142,858 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below, and a $240,000 base salary for Mr. Brilon and an award of stock options to purchase 71,429 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below a $200,000 base salary for Mr. Johnson and an award of stock options to purchase 485,715 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below, as well as possible annual discretionary bonuses determined by the Board. The base salary for Mr. Brilon will begin upon uplisting to a national stock exchange. On April 24, 2024, the Company entered into Option Agreements with executive officers: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director), respectively and on May 3, 2024 the Company entered into an Option Agreement with Robert J. Brilon (Chief Financial Officer and Director). Each respective Option Agreement grants to each of the following persons options to acquire shares of the Company’s common stock, to vest as set forth in the Option Agreement, as follows: ● Benjamin Tran – 142,858 options; and ● Cole W. Johnson – 485,715 options; and ● Robert J. Brilon – 71,429 options. Exercise Prices and Vesting. The Exercise Prices for the Options are as follows: (a) for the first 1/5th of the granted Options, $70.00 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the granted Options, $105.00 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the granted Options, $140.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the granted Options, $210.00 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date. On April 19, 2022, the Company and Mr. Brilon entered into an Independent Contractor Agreement whereby Mr. Brilon (the “Independent Contractor Agreement”) agreed to serve as the Chief Financial Officer of the Company and shall have such duties and authorities consistent with such position as are customary for the position of chief financial officer of a company of the size and nature of the Company, and such other duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company consistent with such position and to serve as an officer of any subsidiary of the Company as may be reasonably requested from time to time by the Board of Directors. In addition, Mr. Brilon agreed to serve as a member of the Company’s Board of Directors. The Independent Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice in the event of a breach of the agreement by either party. Mr. Brilon also signed a Proprietary Information and Inventions Agreement whereby he agreed that any proprietary information developed during the term of his service will be owned by the Company and that such information will be held in strict confidence and not disclosed to anyone outside the Company. In addition, Mr. Brilon agreed to, during the term of his service to the Company, refrain from engaging in or assisting anyone from engaging in any activity that is competitive with or similar to the business or proposed business of the Company and from soliciting any employees or consultants to the Company during the term of his engagement and thereafter for a period of one year from leaving or terminating their engagement with the Company. 54 As Compensation for Mr. Brilon’s service to the Company, the Company made the following awards to him: ● On February 13, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s Common Stock at an exercise price of $ 3.50 per share. The options subject to this grant vest 80% on the date of the grant, 10% on January 1, 2024 and 10% on January 1, 2025 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Brilon is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event Mr. Brilon’s service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. The Stock Option may be exercised for the earlier of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors. ● On April 3, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s Common Stock at an exercise price of $ 4.20 per share. The Stock Option vest 50% on the date of the grant and 50% on April 3, 2024 so long as the recipient of the award is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event the recipient’s service is terminated with cause, the number of shares subject to the Stock Option awarded to such recipient in the year of termination shall vest. The Stock Option may be exercised for the earlier of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors. ● On November 27, 2023 an award of 3,572 shares of restricted common stock, of which 100% vested on December 31, 2023. Outstanding Equity Awards at Fiscal Year End 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table sets forth information with respect to the options outstanding by the Named Executive Officers held at fiscal year-end. Option Awards Stock Awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date (1) Number of shares that have not vested (#) Market value of shares that have not vested ($) (2) Benjamin Tran. – – $ – – – $ – CEO and Director 142,858 142,858 (5 ) 4/24/2034 Cole W. Johnson 485,715 485,715 (5 ) 4/24/2034 President – – Robert J. Brilon 32,143 3,572 $ 3.50 2/13/2033(3) 33,113 $ 324,500 CFO and Director 35,715 $ 4.20 4/3/2033(4) – – 71,429 71,429 (5 ) 4/24/2034 (1) The expiration date of each option occurs on the earlier of (i) ten years after the date of grant of each option or (ii) five years after the termination. (2) The market value was computed by multiplying the closing market price of common stock on December 31, 2024 ($9.80) by the number of restricted stock awards that have not vested. 55 (3) The unvested options vest on January 1, 2025 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Brilon is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest. In the event Mr. Brilon’s service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. (4) The unvested options vest on April 3, 2024 so long as the recipient of the award is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option). (5) Exercise Prices and Vesting. The Exercise Prices for the Options are as follows: (a) for the first 1/5th of the granted Options, $70.00 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the granted Options, $105.00 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the granted Options, $140.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the granted Options, $210.00 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date. Compensation of Directors The following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2024, except for compensation with respect to Messrs. Tran and Brilon. Information with respect to the compensation of these directors is included above in the “Summary Compensation Table.” As our executive officers, none of these directors (other than as described above) received any compensation for service as a director during fiscal year 2024. Name Fees Earned or Paid in Cash (1) ($) Stock Awards ($) Option Awards (2) ($) Non-Equity Incentive Plan Compensation ($) Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Greg Trimarche Former Director (3) - - - - - - - Van H. Potter Director - - - - - - - James L. Stock Director - - - - - - - Montgomery Bannerman Director - - - - - - - Notes: (1) Director cash compensation during the fiscal year ended December 31, 2024. (2) The amounts reported in the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the named executive officer. Assumptions used in the calculation of these amounts are included in the Notes to our audited consolidated financial statements for the fiscal year ended December 31, 2024, which are included elsewhere in this Annual Report. (3) Greg Trimarche . On October 22, 2024 Mr. Trimarche resigned as a board member. 56 Compensation Policies and Practices as they Relate to Risk Management We attempt to make our compensation programs discretionary, balanced and focused on the long term. We believe goals and objectives of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure. Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for its executives. Based on these factors, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information, as of December 31, 2024, concerning, except as indicated by the footnotes below, (i) each person whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 5,121,384 shares of common stock outstanding at December 31, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 31, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, stock options and warrants referenced in the footnotes below are currently fully vested and exercisable. Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percent of Class Benjamin B. Tran (1) 1,046,037 (2) 20.4 % Robert J. Brilon (1) 117,313 (3) 2.3 % Cole Johnson (1) 1,587,300 (4) 31.0 % Van H. Potter (1) - - James L. Stock (1) 2,215 * % Montgomery Bannerman (1) - - All directors and named executive officers as a group (6 persons) 2,752,865 53.0 % 5% Shareholders Michael H. Cao (5) 1,287,694 (6) 25.1 % Total 5% Shareholders 1,287,694 25.1 % * Less than 1%, Unless otherwise indicated below, the address for each beneficial owner is c/o Bimergen Energy Corporation, 895 Dove Street, Suite 300, Newport Beach, CA 92660. (1) The named individual is one of our executive officers or directors. His address is c/o Bimergen Energy Corporation, 895 Dove Street, Suite 300, Newport Beach, California 92660. (2) Includes the following: (i) 367,984 shares of common stock held directly, (ii) 367,913 shares held by Mr. Tran’s spouse and (iii) 310,140 shares owned by United System Capital LLC (“USC”), over which Mr. Tran has voting control and therefore may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by USC. Mr. Tran disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. 57 (3) Includes the following: (i) 9,198 shares of common stock (ii) 33,113 shares of restricted common stock which vest upon uplisting to a national stock exchange, (iii) 3,572 shares of restricted common stock issued in November 2023 which vested on December 31, 2023, (iv) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $3.50 per share and (v) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $4.20 per share. (4) Held by C&C Johnson Holdings over which Mr. Johnson holds voting and dispositive control. (5) On December 15, 2022, Mr. Cao resigned as a member of the Board of Directors. (6) Includes the following: (i) 367,913 shares of common stock held by Michael Cao’s spouse and (ii) 919,782 shares owned by B&B Investment Holding LLC (“B&B”), over which Michael Cao has voting control and therefore may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by B&B. Mr. Cao disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Information derived from a Form 3 filed by Michael Cao on April 6, 2022. Securities Authorized for Issuance under Equity Compensation Plans None. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE Related Party Transactions The following is a description of transactions since January 1, 2022 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive and Director Compensation.” Cole Johnson Cole Johnson, our President and Member of the Board of Directors, is the principal and sole member of C & C Johnson Holdings, LLC (“C&C”), the holder of approximately 31% of the Company’s outstanding capital stock. Mr Cole is also the principal and sole owner of Energy Independent Partners LLC (“EIP”) and Bridgelink Development LLC (“Bridgelink”). On April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink, C&C and Cole Johnson entered into a Membership Interest Purchase Agreement (the “MIPA”) whereby the Company agreed to issue to Bridgelink, at closing, 1,587,300 shares of the Company’s unregistered common stock in exchange for a 100% ownership interest in Emergen. Following the closing of the MIPA, Mr. Johnson became the President of the Company’s BESS and Solar Divisions and a member of the Board. In addition, Emergen became a wholly-owned subsidiary of the Company with C&C’s ownership interest in the Company being approximately 31.3% based on 5,079,220 shares of the Company’s common stock outstanding after giving effect to the issuance of the shares of Common Stock pursuant to the MIPA. At the closing of the MIPA, the Company and Emergen also entered into a Project Management Services Agreement (the “PMSA”) and subsequent amendments with Energy Independent Partners LLC. Pursuant to the terms of the PMSA, EIP will provide the following project management services in connection with the development and operation of each of the Development Projects (collectively, the “Services”): (i) assist as needed with qualifying the Development Projects for financing; (ii) assist as needed with obtaining all permits required for development of the Development Projects which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection agreement has been received for the Development Projects (“RTB Status”); and (iii) if Emergen foregoes the development of a Development Project, EIP will assist the Company as needed with marketing the Development Project to a third party or develop and retain the Development Project outside of Emergen. 58 Emergen held certain contractual and other rights to develop 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”). The Development Projects included no tangible assets, no binding contracts that would create a liability and no binding contracts for revenue generation. The Development Projects were deemed intangible assets and we have recorded the entire value of the 1,587,300 unregistered shares valued at the closing price on April 24, 2024 of $14.00 ($22,222,200). On May 30, 2024, Emergen entered into a Project Sale Agreement (“Project Sale Agreement”) with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects. Bridgelink has sold these greenfield projects, along with projects in its own portfolio, to an unrelated third party (“Purchaser”) which also executed that agreement on May 30, 2024. The total amount to be received by Emergen for the projects sold to Bridgelink is $19,400,000, provided the projects achieve a Point of Interconnection and subsequently obtain all Necessary Land Rights. Bridgelink retains the option to transfer or return certain or all projects within ten (10) days written notice to Emergen if the Purchaser decides, at any time, not to go forward with development of certain or all of the projects. A deposit from Bridgelink will be received within five business days of the execution of the agreement for $943,500 and Emergen will pay 62.5% ($589,687.50) to Energy Independent Partners LLC, a Delaware limited liability company, (“EIP”) in accordance with the Project Management Services Agreement by and between (i) Bimergen Energy; (ii) Emergen; and (iii) EIP and the remaining 37.5% (353,812.50) of the proceeds shall remain with Emergen. The remaining proceeds of $18,456,500 shall be received within five business days when Bridgelink receives milestone payments from the Purchaser for these projects. Effective December 31, 2024, Emergen and Bridgelink amended the Agreement to provide that Bridgelink could only return a Project if it has not yet made a milestone payment to Emergen on prior to the seventh (7th) anniversary of the Effective Date of the Agreement During 2024, the Company paid EIP $250,000 for its portion of the deposit under the Project Sales Agreement and has $339,687.50 in accounts payable to EIP at December 31, 2024. Director Independence We currently have three independent directors on our board; Van H. Potter, James L. Stock, and Montgomery Bannerman. The definition of “independent” used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC. The board performed a review to determine the independence of Van H. Potter, James L. Stock, and Montgomery Bannerman and made a subjective determination as to each of these directors that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company. In making these determinations, the board reviewed information provided by these directors with regard to each individual’s business and personal activities as they may relate to us and our management. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the fees paid or accrued by us for the audit and other services provided or to be provided by our principal independent accountants during the years ended December 31, 2024 and 2023. On April 14, 2025, the Audit Committee approved the engagement of RJI CPAs (“RJI”) as the Company’s new independent registered public accounting firm for and with respect to the year ending December 31, 2024. On July 8, 2024, after review and recommendation of the Committee, We appointed Farber Hass Hurley LLP (“FHH”) as the Company’s new independent registered public accounting firm for and with respect to the year ending December 31, 2024. Effective July 8, 2024, the Company, dismissed Fortune CPAs (“Fortune”) as the Company’s independent registered public accounting firm. Fortune was the Company’s independent registered public accounting firm for completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the date of July 8, 2024’s dismissal RJI fees summarized below: 2024 2023 Audit Fees(1) $ 113,750 $ - Audit Related Fees(2) - - Tax Fees(3) - - Total Fees $ 113,750 $ - FHH fees summarized below: 2024 2023 Audit Fees(1) $ 38,593 $ - Audit Related Fees(2) - - Tax Fees(3) - - Total Fees $ 38,593 $ - Fortune fees summarized below: 2024 2023 Audit Fees(1) $ 43,000 $ 36,000 Audit Related Fees(2) - - Tax Fees(3) - - Total Fees $ 43,000 $ 36,000 (1) Audit Fees: This category represents the aggregate fees billed for professional services rendered by our then principal independent accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years. (2) Audit Related Fees: This category consists of the aggregate fees billed for assurance and related services by the principal independent accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” (3) Tax Fees: This category consists of the aggregate fees billed for professional services rendered by the principal independent accountant for tax compliance, tax advice, and tax planning. Pre-Approval of Audit and Non-Audit Services All above audit services, audit-related services and tax services, for the fiscal years ended December 31, 2024 and 2023, were pre-approved by our Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors. 59 PART IV ITEM 15. EXHIBITS Exhibit No. Description 3.1 Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) 3.2 Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) 3.3 Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.) 3.4 Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.) 3.5 Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005) 3.6 Amended Articles of Incorporation dated September 7, 2005. (Incorporated by reference from Form 10-QSB filed with the SEC on November 16, 2005) 3.7 Certificate of Amendment to Certificate of Incorporation dated September 30, 2015. (Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.) 3.8 Certificate of Amendment to Certificate of Incorporation dated January 20, 2021 (Incorporated by reference to Exhibit 3.8 to the Company’s Form 10-K filed with the SEC on March 26, 2021.) 3.9 Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock dated March 31, 2022 (Incorporated by reference to Exhibit 3.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022). 3.10 Certificate of Amendment to Certificate of Incorporation, as amended, dated April 28, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022). 3.11 By-Laws dated April 23, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) 3.12 Certificate of Amendment to Certificate of Incorporation, as amended, dated January 28, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2025). 10.1 Secured Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020) 10.2 Security Agreement with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020) 10.3 Letter agreement with Peter Dalrymple, dated October 28, 2021 (Incorporated by reference from Form 8-K filed with the SEC on November 2, 2021) 10.4 Amendment to Secured Promissory Note with Peter Dalrymple, dated October 29, 2021 (Incorporated by reference from Form 8-K filed with the SEC on November 2, 2021) 10.5 Share Exchange Agreement among Spine Injury Solutions, Inc., Bitech Mining Corporation, its shareholders and Benjamin Tran as Stockholders’ Representative dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022). 10.6 Management Services Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022). 10.7 Amendment to Secured Promissory Note Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022). 10.8 Amendment to Security Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022). 10.9 † Form of Independent Contractor Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022). 10.10 † Form of Proprietary Information and Inventions Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022). 10.11† Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022). 10.12 Asset Purchase Agreement entered into among Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022). 10.13 Asset Purchase Agreement entered into among Bitech Technologies Corporation, SPIN Collections LLC and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022). 10.14 Secured Promissory Note and Security Agreement Cancellation Agreement entered into among Bitech Technologies Corporation, Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022). 10.15 Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp. and Bitech Mining Corporation dated January 15, 2021 (incorporated by reference to Exhibit 10.15 of the Company’s Form S-1 filed on August 15, 2022). 10.16 Amendment of Patent & Technology Exclusive License Agreement entered into between SuperGreen Energy Corp. and Bitech Mining Corporation dated October 25, 2021 (incorporated by reference to Exhibit 10.16 of the Company’s Form S-1 filed on August 15, 2022). 60 10.17 Consent to Sublicense Agreement and Amendment to Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp., Bitech Mining Corporation and Calvin Cao dated as of March 27, 2022 (incorporated by reference to Exhibit 10.17 of the Company’s Form S-1 filed on August 15, 2022). 10.18 Confidential Settlement, Mutual Release, and Share Transfer Agreement between the Company, Bitech Mining Corporation, Calvin Cao and SuperGreen Energy Corporation dated as of February 20, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 24, 2023). 10.19 † Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 21, 2022). 10.20 Form of Subscription Agreement for U.S. Residents (Incorporated by reference to Exhibit 10.19 of the Company’s Form 10-Q filed on August 15, 2023). 10.21 Letter Agreement entered into between the Company and Bridgelink Development, LLC dated January 8, 2024. 10.22 Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W. Johnson. 10.23 Amendment No. 1 dated April 24, 2024 to Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W. Johnson. 10.24 Employment Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024. 10.25 Option Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024. 10.26 Employment Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024. 10.27 Option Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024. 10.28 Project Sale Agreement between Bitech Technologies, Corporation, Emergen Energy, LLC and Bridgelink Development LLC dated May 30, 2024 10.29 Project Management Services Agreement among Bitech Technologies Corporation, Emergen Energy LLC and Emergen Independent Partners LLC dated April 24, 2024 10.30 First Amendment effective June 28, 2024 to Project Management Services Agreement 10.31* First Amendment effective December 31, 2024 to the Project Sale Agreement dated May 30, 2024 10.32* Second Amendment effective June 28, 2024 to Project Management Services Agreement 10.33* Definitive Agreement between Emergen Energy, LLC and R elyEZ e ffective A pril 20, 2025 21.1 Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Company’s Form 10-K filed on March 31, 2023). 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 Section 1350 of 18 U.S.C. 63. 32.2* Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definitions Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase * Filed or furnished herewith. † Includes management contracts and compensation plans and arrangements. ITEM 16. FORM 10-K SUMMARY None. 61 SIGNATURES In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 30, 2025. Bimergen Energy Corporation /s/ Benjamin B. Tran By: Benjamin B. Tran Chief Executive Officer Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Benjamin B. Tran Chief Executive Officer (Principal Executive Officer), May 30, 2025 Benjamin B. Tran President and Director /s/ Robert J. Brilon Chief Financial Officer (Principal Financial and May 30, 2025 Robert J. Brilon Accounting Officer) and Director /s/ Cole W. Johnson Director and President May 30, 2025 Name: Cole Johnson /s/ Van H. Potter Director May 30, 2025 Name: Van H. Potter /s/ James L. Stock Director May 30, 2025 Name: James L. Stock /s/ Montgomery Bannerman Director May 30, 2025 Name: Montgomery Bannerman 62