BESS 10-K & 10-Q changes, risk factors and insider trading

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 years ended December 31, 20242025 and 2023. It is supplemental to, and should be read in conjunction with, our financial statements for the period January 8, 2021 (inception) through December 31, 2024 and the accompanying notes for such period included in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022.2024. 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.

In addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage 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 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 well-are positionedwell-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.

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. The Redbird and Wildfire projects are prioritized, as they are closest to a ready-to-build status. The current progress of our portfolio of 23 BESS projects and 13 Solar Projects are included in the table below:

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 1.640 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). The Company agreed that following the Closing, the Company would take all commercially reasonable steps necessary to uplist the Company to the NASDAQ stock exchange. The Company’s uplist to NASDAQ in connection with the consummation of the offering contemplated in this prospectus will satisfy the terms set forth in the Closing.

At the Closing,closing of the acquisition of Emergen, 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. The PMSA was amended on August 24, 2024 and again on April 24, 2025 to clarify the payments of certain fees to Emergen under the PMSA. 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.party.

Payment for Service. The IssuerCompany agreed to pay Energy Independent Partners the following fees for providing the Services:

During the year ended December 31, 2024,2025, we incurred $2,758,731$4.9 million of general and administrative expenses compared to $927,726$2.8 million for the same period in 2023.2024. General and administrative expenses have increased during 20242025 compared to 20232024 as the Company began operations related to Emergen (acquiredfollowing its April 2024,2024 it’sacquisition and the expansion of the Company’s BESS operation.)operations.

During the year ended December 31, 2024,2025, a significant portion of general and administrative expenses was $1,246,182$2.3 million of stock compensation expenses expenses compared to $378,559$1.2 million for the same period in 2023.2024. Stock compensation expenses are related to stock awards and stock option valuation valuation over the life of the option.

As a result of the foregoing, we had net loss of ($2,757,687$5.0 million) for the year ended December 31, 2024,2025, compared to a net loss of ($920,418$2.8 million) for the year ended December 31, 2023.2024.

As of December 31, 20242025 and 2023,2024, we had total current liabilities of $1,756,985$7.8 million and $35,229,$1.8 million, respectively, and current assets of $1,028,877$3.3 million and $163,417,$1.0 million, respectively, to meet our current obligations. As of December 31, 2024,2025, we had working capital of ($728,108$4.5 million), a decrease of working capital of ($856,296$3.7 million) as compared to December 31, 2023,2024, driven primarily by an increase deferred revenues, accounts payablepayable, accrued expenses and accruedshort-term expenses.loan due to related parties.

For the year ended December 31, 2024,2025, cash usedprovided inby operations was $0.9 ($349,833)million which primarily included the net loss of ($2,757,687$5.0 million) partially offset by $1,246,182$2.3 million related to stock compensation expense, the issuance of common stock for services of $79,209$0.2 million and $943,500$3.8 million increase in deferred revenue.

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.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 have paid EIP $250,000 during 2024 related to the $943,500 deposit and owe an additional $339,688 currently recorded in due to related party.party as of December 31, 2025 and 2024. 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.

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.financing, short term loans from related parties and accounts payable and accrued liabilities – related parties. As of December 31, 2024,2025, cash generated from financing activities was not sufficient to fund our growth strategy in the short-term or long-term. The primary need for liquidity is to fund working capital requirements of the business, including operational expenses in connection with our efforts to become a provider of a suite of green energy solutions and to fund the development projects. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations and pursue these opportunities and projects within the green energy industry 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.

Although our significant accounting policies are described in more detail in Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we believe that the following accounting estimates are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

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 and six months ended June March 31,30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for for the three and six months ended MarchJune 31,30, 2026 and 2025. Our financial statements are prepared in accordance with accounting principles generally 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.

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, CAISO 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 Intangible assets essential for project development, including but not limited to: feasibility studies determining capacity and compatibility, establishing 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.

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 our development 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.

On May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink covering approximately 2.425 GW of greenfield 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 iswas recorded as deferred revenue. No revenue initially and was recognized as throughrevenue Marchduring 31,the three months ended June 30, 2026, because thenone of contractual milestone conditions had not been met.met Effectiveover the last two years and it seems unlikely that these milestones will be met and likely that these projects will be returned. 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.

The $943,500 $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 throughas Marchrevenue 31,during the three months ended June 30, 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.

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, Bimergen (fka 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, Bimergen (fka 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.

The BESS Development Fees shall be due and payable upon (i) Bitech,Bimergen (fka 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 Bimergen (fka 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.

Comparison of the three month period ended MarchJune 31,30, 2026, with the three month period ended MarchJune 31,30, 2025

General and administrative expenses have increased significantlysignificantly, $2.4 million ($0.9 million non-cash) for the three months ended MarchJune 31, 30, 2026, compared to the three months ended March 31,June 30, 2025. The primary increase was a non-cash expense of approximately $2,251,000$0.9 million of non-cash stock compensation,compensation. $193,000The Delawareother franchiseprimary taxoperating expense increases were approximately $0.5 million in investor relations expenses, $0.4 million in legal fees primarily related to BESS projects, $0.2 million payroll and $155,000 legalboard fees.fees, and $0.2 million in contract services for Emergen Energy LLC.

As of MarchJune 31,30, 2026, and December 31, 2025, we had total current liabilities of $5.2$5.0 million and $7.8 million, respectively, and current assets of $11.4$14.6 million and $3.3 million, respectively, to meet our current obligations. As of MarchJune 31,30, 2026, we had working capital of $6.3$9.6 million as compared to working capital of ($4.5 million) as of December 31, 2025.

For the threesix months ended MarchJune 31,30, 2026, cash used in operations was approximately $2.9$2.5 million, primarily driven by net loss of approximately $2.1 million and increases in accounts receivable of $2.8 million, significantly offset by $4.8 million non-cash expenses consisting of stock-based compensation of approximately $3.8 million and $1 million of intangible amortization 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$0.8 million compared to approximately $0.14 $0.5 million cash used by operations for the threesix months ended MarchJune 31,30, 2025, which primarily included the net loss of approximately $0.9 $1.7 million and primarily offset by the non-cash stock-based compensation of $0.3$0.6 million and an increase in accounts payable (including related related parties) of $0.3$0.5 million.

For the threesix months ended MarchJune 31,30, 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 $0.4 million cash provided for the threesix months ended MarchJune 31,30, 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.Agreement and recognized that revenue as part of the Redbird project transaction during the three months ended June 30, 2026. The Company received and recorded a $943,500 deposit as deferred revenue ainitially $943,500in deposit2024 paymentand fromwas recognized as revenue during the three months ended June 30, 2026, because none of contractual milestone conditions had been met over the last two years and it seems unlikely that these milestones will be met and likely that these projects will be returned. 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.PSA for the $943,500 deposit received. 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 GridSpan joint venture arrangement related to Emergen’s 20% ownership interest and 10% matching capital contribution requirement in the RelyEZ joint venture. venture. Management is evaluating debt and equity alternatives to meet those obligations.

We have a history of operating losses.losses until the most recent three month period ended June 30, 2026. We have notpreviously yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity financing. As of MarchJune 31,30, 2026, cash generated from operations and financing activities is sufficient sufficient to fund our growth strategy in the short term. The primary need for liquidity is to fund working capital requirements of the 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.

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. The Company has generated revenues and accounts receivable during the three months ended June 30, 2026 and has added these accounting policies to Note 2 of our quarterly unaudited financial statements for the period ended June 30, 2026. There have been no other material changes to our significant accounting policies or critical accounting estimates during the three and six months ended MarchJune 31,30, 2026.