S-1/A: Bimergen Energy Seeks NYSE Listing, $10.6M Capital Raise

Bimergen Energy Corporation files S-1/A for a public offering of 1.32M shares and pre-funded warrants to fund its utility-scale BESS and solar project development, targeting a NYSE listing.

Summary

• Offering 1,321,586 shares of common stock and pre-funded warrants at an assumed price of $9.08 per share, aiming to raise approximately $10.6 million net proceeds (or $12.3 million if over-allotment option is fully exercised).
• Proceeds will be allocated to BESS Project Asset Development ($2.5 million), Development of BESS Projects (Pre-Construction Costs $2.5 million), and Working Capital ($5.6 million).
• Acquired Emergen Energy LLC in April 2024, gaining a portfolio of 23 development-stage utility-scale Battery Energy Storage System (BESS) projects with an estimated cumulative storage capacity of 1.965 gigawatts (GW) and 13 development-stage solar energy projects with an anticipated cumulative generation capacity of 1.640 GW.
• The primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio of BESS and solar energy projects.
• Currently a development-stage company with no commercial operations or revenue generated to date.
• Secured a $50 million mezzanine financing facility from a battery supplier partner to fund early-stage development activities and procure long-lead equipment.
• Redbird and Wildfire BESS projects are the most advanced within the portfolio, ready to proceed to the financing and construction phases.
• Entered into a definitive joint venture agreement with RelyEZ Energy Group to develop up to 2 GW of utility-scale BESS projects through 2027, with RelyEZ committing up to $50 million and the company committing up to $12.5 million.
• Executed a letter of agreement with Cox Energy Group for a joint venture to develop up to 1 GW of utility-scale BESS projects, with Cox committing an initial $10 million and potential for up to $200 million in equity financing.
• Entered into a joint development agreement with Eos Energy Storage LLC and received $250,000.
• Incurred net losses of $3,474,531 for the nine months ended September 30, 2025, and $2,757,687 for the year ended December 31, 2024.
• Reported an accumulated deficit of $8,249,230 as of September 30, 2025, and a working capital deficit of $2,333,028.
• Common stock outstanding is 3,857,906 shares as of September 30, 2025, increasing to 5,179,492 shares immediately after this offering.
• Applied for listing of common stock on The NYSE American (NYSE) under the symbol BESS, with the closing of the offering contingent upon such listing.

Sentiment

Score: 3

Explanation: The company is a development-stage entity with no revenue, significant and recurring net losses, and a going concern opinion. While it has a large project pipeline and has secured some financing and partnerships, the execution risk is extremely high, and it is heavily reliant on future capital raises. The immediate dilution for new investors is substantial, and the presence of related-party transactions and management bankruptcy filings adds to the risk profile.

Positives

• Possesses a significant project pipeline, including 1.965 GW of BESS projects and 1.640 GW of solar projects.
• Secured a $50 million mezzanine financing facility from a battery supplier partner to support early-stage development and equipment procurement.
• Formed strategic joint ventures with RelyEZ Energy Group (up to 2 GW BESS, $50 million commitment from RelyEZ) and Cox Energy Group (up to 1 GW BESS, initial $10 million commitment from Cox with potential for $200 million equity).
• Project Redbird is anticipated to generate approximately $78 million in federal investment tax credits (ITCs) under the Inflation Reduction Act of 2022.
• Strategic focus on BESS development is aligned with expanding market demand, simpler development processes, reduced regulatory hurdles, and attractive financing/tax credit opportunities.
• Successfully resolved a legal proceeding, resulting in the cancellation of 1,287,694 shares of common stock through a default judgment.
• Applied for listing on The NYSE American, which could enhance liquidity and access to capital.

Negatives

• Operating as a development-stage company with no commercial operations or revenue generated to date.
• Incurred significant net losses of $3,474,531 for the nine months ended September 30, 2025, and $2,757,687 for the year ended December 31, 2024.
• Has an accumulated deficit of $8,249,230 as of September 30, 2025, and a working capital deficit of $2,333,028.
• The financial statements contain a going concern opinion, indicating substantial doubt about the ability to continue operations.
• Highly dependent on additional equity or debt financing to fund ongoing operations and project development.
• Has not yet entered into any definitive offtake agreements for its projects, exposing them to market volatility if merchant power sales are pursued.
• Significant development fees are payable to Energy Independent Partners LLC (EIP), an entity controlled by Co-CEO Cole Johnson, contingent on project financing.
• Co-CEO Robert J. Brilon works part-time for another public company, potentially creating conflicts of interest in time allocation.
• Co-CEO Cole Johnson has two entities (Triangle 40 Ranch LLC and Big Horn Construction & Reclamation LLC) currently in Chapter 11 and Chapter 7 bankruptcy proceedings, respectively.
• New investors in this offering will experience immediate dilution of $7.48 per share.
• The common stock is currently traded on the OTC Markets, and there is no assurance that the NYSE listing application will be approved or that an active trading market will develop.

Risks

• Incurred significant net losses since inception and may not be able to achieve or maintain profitability on an annual basis in the future.
• Dependence on certain key personnel, including Benjamin Tran, Cole Johnson, and Robert J. Brilon.
• May experience exposure to risks associated with construction, utility interconnection, cost overruns, and delays, including those related to obtaining government permits.
• May not achieve the intended benefits of the recent acquisition of Emergen Energy LLC, and the acquisition may disrupt current plans or operations.
• Compromises, interruptions, or shutdowns of systems, including those managed by third parties, could lead to delays and affect results of operations.
• Future acquisitions could prove difficult to integrate, disrupt business, dilute stockholder value, and adversely affect operating results and common stock value.
• Existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory, and economic barriers to energy storage products.
• An increase in interest rates or a reduction in the availability of tax equity or project debt capital could make it difficult for end customers to finance renewable energy systems and reduce demand.
• Changes in tax laws or regulations that are applied adversely could materially affect business, financial condition, results of operations, and prospects.
• May incur obligations, liabilities, or costs under environmental, health, and safety laws.
• Severe weather events, including the effects of climate change, may have a material adverse effect on financial results and condition.
• Common stock may be considered a penny stock and may be difficult to sell.
• Future sales of common stock in the public market by existing stockholders, or the perception of such sales, could depress the market price.
• Future sales and issuances of common stock or rights to purchase common stock could result in additional dilution of percentage ownership and cause stock price to fall.
• Certain provisions of Delaware law could delay or prevent a change of control.
• No current plans to pay regular cash dividends on common stock.
• There is a limited market for common stock.
• Reporting obligations as a public company are costly.
• Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations.
• Certain executive officers also serve as executive officers in other companies, potentially creating conflicts of interest.
• Failure to maintain an effective system of internal controls over financial reporting may lead to inaccurate financial results or fraud.
• Financial controls and procedures may not be sufficient to ensure timely and reliable reporting.
• Common stock is subject to price volatility unrelated to operations.
• A large, active trading market for securities may not develop, and the trading price may fluctuate significantly.
• Stock price may be volatile, similar to recent small-cap and micro-cap initial public offerings.
• Failure to obtain listing on a national securities exchange (like NYSE) could seriously harm liquidity and ability to raise capital.
• If unable to comply with NYSE continued listing requirements, NYSE could delist securities.
• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research, market price and trading volume could decline.
• Management will have broad discretion over the use of net proceeds from this offering, and investors may not agree with how proceeds are used.
• Holders of Pre-Funded Warrants will have no rights as shareholders until such warrants are exercised.
• Certificate of Incorporation contains anti-takeover provisions that could materially adversely affect the rights of common stock holders.
• May be subject to securities litigation, which is expensive and could divert management's attention.
• Purchasers of shares in this offering will suffer immediate dilution of their investment.
• May issue preferred stock with terms that could adversely affect the voting power or value of common stock.

Future Outlook

The company intends to initially focus on developing its BESS portfolio, aiming to bring approximately 200 MW of new projects online each year and selectively pursuing strategic acquisitions to expand its pipeline to over 5 GW within the next 3-5 years. Over the next twelve months, the company plans to advance a portion of its development pipeline to construction-ready status, initiate procurement and site preparation for priority projects, and expand internal capabilities in development, engineering, and execution. These efforts will be supported by existing mezzanine financing, tax equity financing, and long-term debt. The company also plans to broaden its service offerings to include product upgrades, performance analysis, risk management products, and software support, while continuing to seek out and acquire proven technologies. Solar projects will be a lesser priority compared to BESS projects at this time.

Management Comments

• "Our primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio of BESS and solar energy projects."
• "We intend to initially focus on the development of our BESS portfolio due to the expanding market demand for additional energy storage capacity to ease strain on outdated energy grid infrastructure, simpler development process and reduced regulatory hurdles compared to solar, and regulatory tailwinds providing availability to attractive project-level financing and tax credit opportunities for BESS projects."
• "We anticipate corporate overhead cash expenditures to be approximately $3 million over the next 12 months of project level construction and capital expenditures of approximately $240 million to be funded by mezzanine financing and long-term debt financing."
• "We believe we are well-positioned to leverage our existing relationships to secure multi-year customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed into future developments."
• "We are committed to leveraging our renewable energy platform, technology, and leadership to enable growth of the clean energy sector for a sustainable future."
• "Our initial strategy is to develop between 200-500 MWac annually which would take 7 8 years to have all current BESS projects operational."
• "Management believes this situation presents an opportunity for companies with extensive development and operating experience like the Company today to enter and capitalize on this expanding market."

Industry Context

The U.S. Battery Energy Storage Systems (BESS) market is experiencing rapid expansion, driven by increasing demands for grid stability, the growing integration of renewable energy sources, and escalating power needs from high-energy sectors like AI and data centers, which are projected to double U.S. power demand by 2030. Industry forecasts anticipate 62 GW of grid-scale BESS projects to come online by 2028, with California's storage capacity reaching 13.391 GW in late 2024 and Texas saving over $750 million in energy costs during the early 2024 winter freeze due to battery storage. The U.S. Energy Information Administration (EIA) expects national battery storage capacity to exceed 30 GW by the end of 2024. The global BESS market is projected to reach $120-130 billion by 2030, fueled by declining lithium-ion battery costs and government incentives. Foreign direct investment in U.S. battery storage projects surpassed $12 billion in 2024, with companies like Samsung SDI and LG Energy Solution expanding U.S. manufacturing. Regulatory actions, such as California's requirement for integrated BESS in new solar/wind projects and Texas's discussions on similar incentives, underscore the critical role of BESS in managing grid intermittency and supporting a modern, electrified economy.

Comparison to Industry Standards

• The company's project development approach, including feasibility studies, stakeholder consultations, and flexible planning, aligns with industry best practices for managing regulatory, technical, financial, and market risks.
• The company's pro forma models and financial practices meet customary industry standards for estimating and projecting revenues for institutional financing and regulatory requirements.
• The company's BESS projects are positioned to address grid imbalances and provide ancillary services (frequency regulation, voltage support, emergency backup), which are critical functions in markets with high renewable energy penetration, as demonstrated by CAISO's management of the 'duck curve' effect in California and Texas's $750 million in energy savings during the 2024 winter freeze.
• The company's strategy to leverage long-term contracted tolling agreements with major energy trading entities (e.g., Goldman Sachs, BP, Shell) or institutional financial firms for stable revenue with upside potential is a common and growing model in the BESS market to facilitate project financing and mitigate market price risk.
• The company's pursuit of federal investment tax credits (ITCs) up to 50% of expenditures, as anticipated for Project Redbird (approx. $78 million), is consistent with industry efforts to capitalize on government legislation like the Inflation Reduction Act of 2022 to improve project economic feasibility.
• The company's engagement with major U.S. Independent System Operators (ISOs) such as ERCOT, WECC, PJM, and MISO for interconnection and market participation reflects standard industry practice for utility-scale energy projects.

Management Changes

Corporate Governance

Legal Proceedings

• Filed a complaint in the U.S. District Court, Central District of California on February 2, 2023, against SuperGreen Energy Corporation, Michael H. Cao, Linh T. Dao, C. Cao, B & B Investment Holding, LLC, and Cory Thomason, alleging fraud-concealment, breach of contract, breach of fiduciary duty, conversion, and violation of California Penal Code Sec. 496 related to a Patent & Technology Exclusive and Non-Exclusive License Agreement.
• Settled the lawsuit with C. Cao and SuperGreen Energy Corporation on February 20, 2023, which included the termination of the License Agreement and the cancellation of 367,913 shares of the company's common stock.
• Settled with Mr. Thomason on October 7, 2024, resulting in the cancellation of 18,396 shares of the company's common stock.
• The Court entered a Default Judgment on April 18, 2025, against Mr. Cao, Ms. Dao, and B & B Investment Holding, demanding the return of 1,287,694 shares to the company.
• Cancelled 1,287,694 shares of the company's common stock on June 26, 2025, through the default judgment.

Related Party Transactions

• Cole Johnson, Co-CEO, President, and Director, is the principal and sole member of C & C Johnson Holdings, LLC (holder of approximately 41% of outstanding capital stock), Energy Independent Partners LLC (EIP), and Bridgelink Development LLC.
• On April 24, 2024, the company acquired Emergen Energy LLC from C&C Johnson Holdings LLC, issuing 1,587,300 unregistered shares of common stock with a fair value of $22.2 million.
• On April 24, 2024, the company and Emergen entered into a Project Management Services Agreement (PMSA) with EIP, under which EIP provides development, permitting, and financing-support services for projects.
• Under the PMSA, the company will owe EIP development fees of $0.035 per watt for BESS Development Projects (total potential $69 million for 1.965 GW) and Solar Development Projects (total potential $57 million for 1.640 GW), payable upon project-specific financing.
• The PMSA includes a clause stating that if projects are sold, EIP is due the greater of unpaid development fees or 62.5% of net sale proceeds.
• An acceleration clause in the PMSA stipulates that 62.5% of unpaid fees accelerate within 90 days of a change of control of the company or the removal of Cole W. Johnson from his role.
• On May 30, 2024, Emergen entered into a Project Sale Agreement with Bridgelink (controlled by Cole Johnson) for 2.425 GW of solar projects for $19.4 million.
• The company received a $943,500 non-refundable deposit from Bridgelink in June 2024 related to the Project Sale Agreement.
• Of the $943,500 deposit, the company paid EIP $250,000 during 2024 and owes an additional $339,688 (recorded as due to related party).
• If the remaining $18.5 million from the Project Sale Agreement is received, the company will owe EIP $11.5 million for its portion.
• Between March 3, 2025, and September 30, 2025, the company entered into sixteen unsecured promissory notes with EIP, aggregating $825,700 in principal, bearing 9.5% interest, and due December 31, 2025, to fund working capital for operating expenses.

Stakeholder Impact

• Shareholders: Face potential dilution from the current public offering and future equity issuances, significant market price volatility risk, and no anticipated regular cash dividends. Long-term value creation is contingent on successful project development and commercialization.
• Employees and Management: Future success is highly dependent on key personnel. Potential conflicts of interest exist for some executive officers due to dual roles and personal bankruptcy filings, which could impact focus and company reputation.
• Customers (Utilities, Commercial & Industrial entities, Trading Houses): The company aims to provide critical grid stability, lower electricity costs through energy arbitrage and ancillary services, and customized storage solutions, potentially benefiting these stakeholders.
• Suppliers: The company maintains strong relationships with tier-one battery and equipment suppliers, which is crucial for timely project development and product quality.
• Creditors and Investors: The company is actively seeking project-level debt and equity financing, including mezzanine financing and tax equity investors, to fund its capital-intensive projects. The going concern opinion and lack of revenue present high risk to these parties.
• Regulatory Bodies: The company's operations are subject to federal, state, and local regulations. Changes in energy policies or grid incentives could significantly impact project profitability and development timelines.

Next Steps

• Progress a portion of the development pipeline to construction-ready status over the next twelve months.
• Initiate procurement and site preparation on priority projects.
• Expand internal capabilities across development, engineering, and execution.
• Secure interconnection agreements, finalize site control and permitting, and engage prospective offtakers.
• Target obtaining financing for 2 to 3 projects each fiscal year, depending on respective project capital needs.
• Execute binding agreements with key counterparties, purchase equipment, and initiate the construction process for the Redbird and Wildfire projects upon securing financing.
• Expand the current BESS development pipeline to over 5 GW over the next 3-5 years.
• Actively pursue partnerships and acquisitions of cutting-edge technology solutions.
• Broaden the portfolio of value-add services to include product upgrades, performance analysis, risk management products, and software support.
• Seek out and acquire proven technologies that complement existing offerings.
• Management is evaluating debt and equity alternatives to meet the $12.5 million capital call related to the RelyEZ joint venture.

Key Dates

Recommendation

The company is a development-stage entity with no revenue, significant and recurring net losses, and a going concern opinion, indicating substantial doubt about its ability to continue operations. While it has a large project pipeline and has secured some financing and partnerships, the execution risk is extremely high, and it is heavily reliant on future capital raises. The immediate dilution for new investors is substantial, and the presence of significant related-party transactions and management bankruptcy filings adds to the risk profile. A seasoned investor would likely view this as a highly speculative investment with significant downside risk, making a 'sell' recommendation appropriate for existing holders and advising against new investment.

Keywords

Battery Energy Storage System, BESS, Solar Energy, Renewable Energy, Grid Stability, Energy Arbitrage, Project Development, Utility-Scale, SEC Filing, S-1/A, Public Offering, NYSE Listing, Investment Tax Credits, IRA, Energy Storage, Clean Energy, Power Purchase Agreements, Tolling Agreements, RelyEZ Energy Group, Cox Energy Group, Eos Energy Storage