S-1/A: Bimergen Energy Seeks NYSE Listing, $10.6M for BESS Projects

Bimergen Energy Corporation, a development-stage renewable energy company, is offering 1.26 million shares and warrants to raise $10.6 million for BESS project development and working capital, while pursuing a NYSE American listing.

Summary

• Bimergen Energy Corporation is a development-stage renewable energy project developer focused on Battery Energy Storage System (BESS) and solar projects, with no commercial operations or revenue generated to date.
• The company is offering 1,263,158 shares of common stock and accompanying warrants, with an assumed offering price of $9.50 per share, aiming to raise approximately $10.6 million in net proceeds.
• A listing application for common stock (BESS) and warrants (BESSW) on the NYSE American has been submitted, with the offering's closing contingent upon such listing.
• The company acquired a portfolio of 23 BESS projects (1.965 GW capacity) and 13 solar projects (1.640 GW capacity) from Emergen Energy LLC in April 2024.
• Initial strategy prioritizes BESS projects, targeting approximately 200 MW of new projects online annually, with an estimated 8-9 year pipeline for existing BESS projects.
• A $50 million mezzanine financing facility has been secured from a battery supplier partner to fund early-stage development and long-lead equipment procurement.
• Anticipated corporate overhead cash expenditures are approximately $3 million over the next 12 months, with project-level construction and capital expenditures estimated at $240 million, to be funded by mezzanine and long-term debt financing.
• Pre-construction activities for the next 12 months, including interconnection studies, permitting, and engineering, are estimated at $2 million, to be funded by offering proceeds, development fees from joint ventures, and third-party partnerships.
• The company has entered into a definitive joint venture agreement with RelyEZ Energy Group to develop up to 2 GW of BESS projects through 2027, with RelyEZ committing up to $50 million (initial $10 million funded on August 11, 2025) and Emergen contributing up to $12.5 million pro-rata.
• A letter of agreement (LOA) was executed with Cox Energy Group for a joint venture to develop up to 1 GW of BESS projects, with Cox committing an initial $10 million and potential for up to $200 million in equity financing.
• A joint development agreement (JDA) with Eos Energy Storage LLC was entered into on November 7, 2025, resulting in a $250,000 payment to the company.
• The company reported a net loss of approximately $3.47 million for the nine months ended September 30, 2025, an increase from $1.95 million for the same period in 2024.
• As of September 30, 2025, cash and cash equivalents stood at $74,087, with an accumulated deficit of $8.25 million and negative working capital of $2.33 million.
• The company's financial statements contain a going concern opinion, indicating substantial doubt about its ability to continue operations without additional funding.

Sentiment

Score: 3

Explanation: The company is in a high-risk development stage with no revenue and significant recurring losses, raising substantial doubt about its going concern. While it has secured some financing and entered into JVs, the execution risk is very high, and many projects lack critical agreements. The current offering provides some capital, but the immediate dilution and reliance on future financing are significant concerns.

Positives

• Secured a $50 million mezzanine financing facility from a battery supplier partner to fund early-stage development and equipment procurement.
• Entered into a definitive joint venture agreement with RelyEZ Energy Group for up to 2 GW of BESS projects, with RelyEZ committing up to $50 million, including an initial $10 million funding.
• Executed a letter of agreement with Cox Energy Group for a potential joint venture to develop up to 1 GW of BESS projects, with an initial capital commitment of $10 million from Cox and potential for up to $200 million in equity financing.
• Received $250,000 in connection with a joint development agreement with Eos Energy Storage LLC.
• Possesses a significant portfolio of 23 BESS projects (1.965 GW) and 13 solar projects (1.640 GW) acquired from Emergen Energy LLC.
• Redbird and Wildfire BESS projects are the most advanced, ready for financing and construction phases.
• Successfully resolved significant legal proceedings, including the cancellation of 1,287,694 shares of common stock through a default judgment against certain defendants.

Negatives

• The company is a development-stage entity and has not commenced commercial operations or generated any revenue to date.
• Incurred significant net losses of approximately $3.47 million for the nine months ended September 30, 2025, and $2.76 million for the year ended December 31, 2024.
• Has an accumulated deficit of approximately $8.25 million as of September 30, 2025, and negative working capital of $2.33 million.
• The financial statements include a going concern opinion, raising substantial doubt about the company's ability to continue operations without additional financing.
• Many projects lack secured land lease Letters of Intent (LOI), project-specific financing, or contractual arrangements with third-party constructors or customers.
• The Project Sale Agreement for 2.425 GW of solar projects to Bridgelink (a related party) has no specified timeframe for milestone payments, and the ultimate purchaser has no obligation to develop the projects, creating uncertainty for the remaining $18.5 million in proceeds.
• Significant related party transactions exist, including substantial development fees potentially owed to Energy Independent Partners LLC (controlled by Cole Johnson, Co-CEO) and unsecured promissory notes totaling $825,700 from EIP for working capital.
• Two entities controlled by Co-CEO Cole Johnson, Triangle 40 Ranch LLC and Big Horn Construction & Reclamation LLC, have filed for bankruptcy.

Risks

• Incurred significant net losses since inception and may not achieve or maintain profitability.
• Dependence on certain key personnel, with loss potentially having a material adverse effect.
• Exposure to risks associated with construction, utility interconnection, cost overruns, and delays, including obtaining government permits.
• Potential failure to achieve intended benefits from the acquisition of Emergen Energy LLC, which may disrupt current plans or operations.
• Reduction or elimination of Investment Tax Credits (ITCs) could adversely affect business and demand for solutions.
• Failure to manage recent and future growth effectively could hinder business plan execution, customer service, or competitive response.
• Reliance on third-party general contractors for installations, with a limited number of capable contractors identified.
• Compromises, interruptions, or shutdowns of systems, including those managed by third parties, could lead to business delays and affect results.
• Limited property and business interruption insurance coverage may not fully compensate for losses.
• Business activities may be subject to the U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-bribery laws, limiting foreign market competition and exposing to liability.
• Ability to use net operating loss carryforwards and other tax attributes may be limited, potentially increasing future tax liabilities.
• Existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory, and economic barriers.
• An increase in interest rates or a reduction in the availability of tax equity or project debt capital could make financing difficult for customers and reduce demand.
• Changes in tax laws or regulations applied adversely could materially affect business, financial condition, and prospects.
• Potential for obligations, liabilities, or costs under environmental, health, and safety laws.
• Severe weather events, including climate change effects, may have a material adverse effect on financial results.
• Common stock may be considered a penny stock and difficult to sell.
• Inability to access equity or credit markets could materially adversely affect business.
• Future sales of common stock by existing stockholders, or the perception of such sales, could depress market price.
• Future sales and issuances of common stock could result in additional dilution.
• Certain provisions of Delaware law could delay or prevent a change of control.
• No current plans to pay regular cash dividends, so return on investment depends on stock price appreciation.
• Limited market for common stock, with no assurance of developing or maintaining an active trading market.
• Reporting obligations as a public company are costly and may divert management attention.
• Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations.
• Certain executive officers serve in other companies, potentially creating conflicts of interest.
• Failure to maintain an effective system of internal controls over financial reporting could harm business and stock price.
• Financial controls and procedures may not be sufficient to ensure timely and reliable reporting.
• Common stock is subject to price volatility unrelated to operations, with potential for rapid and substantial price changes.
• Failure to obtain NYSE listing could seriously harm stock liquidity and capital raising ability.
• Trading price of common stock and warrants is likely to be volatile, resulting in substantial losses.
• Risk of delisting from NYSE if continued listing requirements are not met.
• If securities or industry analysts do not publish research or publish inaccurate/unfavorable research, market price and trading volume could decline.
• Management will have broad discretion over the use of net proceeds, which may not be invested successfully.
• Holders of Pre-Funded Warrants will have no shareholder rights until exercise.
• No assurance that warrants will be listed on NYSE, potentially leading to no public market for them.
• Warrants are speculative in nature, and may not be exercised if stock price does not exceed exercise price.
• Certificate of incorporation contains anti-takeover provisions.
• Governing documents designate certain courts as sole forum for actions, limiting stockholders' ability to choose a favorable forum.

Future Outlook

The company aims to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio of BESS and solar energy projects. The near-term operational strategy for BESS is to bring approximately 200 MW of new projects online each year, while selectively pursuing strategic acquisitions to supplement the internal pipeline. The company expects to expand its BESS pipeline to over 5 GW over the next 3-5 years. It plans to secure interconnection agreements, finalize site control and permitting, and engage prospective offtakers. The company intends to leverage long-term contracted tolling agreements for stable revenue with upside potential, or operate by selling merchant power if favorable terms are not secured. Solar projects will have a lesser priority than BESS projects at this time. The company will continue to seek out and acquire proven technologies and form strategic alliances to enhance grid management and expand service offerings.

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.
• Our BESS near-term operational strategy is to bring approximately 200 MW of new projects online each year, while selectively pursuing strategic acquisitions to supplement our internal pipeline.
• 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 are in talks with a number of investment banks to secure offtake agreements for our projects. However, to date, we have not entered into any offtake agreements and there can be no assurance that we will be able to do so on terms favorable to the Company.
• 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.
• 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. Industry forecasts project significant growth, with grid-scale BESS projects expected to reach 62 GW by 2028 and national battery storage capacity potentially exceeding 30 GW by the end of 2024. States like California and Texas are actively utilizing BESS to mitigate grid strain and lower energy costs. 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 into U.S. battery storage projects surpassed $12 billion in 2024, indicating strong market momentum. Bimergen Energy aims to capitalize on this growth by providing grid-balancing solutions and leveraging advanced BESS technology.

Comparison to Industry Standards

• The company's business model of leveraging long-term contracted tolling agreements with major energy trading entities or institutional financial firms for a dual revenue model (guaranteed floor payments and upside profit sharing) aligns with emerging industry practices to manage intermittency and secure project financing.
• The projected growth of 62 GW of grid-scale BESS projects by 2028 and national battery storage capacity exceeding 30 GW by the end of 2024 (EIA, 2024) indicates a robust market, suggesting Bimergen's 2 GW pipeline and goal of 200 MW online annually is a reasonable scale within this expanding sector.
• The company's focus on non-regulated markets for selling merchant power, while carrying market volatility risk, is a common strategy for BESS owners seeking higher returns in favorable market conditions, similar to traditional merchant power plants.
• The expected return on equity investments for funding equity partners (10-15% annual rate of return) and tier-one debt facilities (6-8% annual interest rates) are within typical ranges for renewable energy projects, indicating standard financing expectations.
• The company's pursuit of Investment Tax Credits (ITCs) up to 50% of project expenditures, as enabled by the Inflation Reduction Act of 2022 (IRA), is a standard and significant incentive utilized across the renewable energy industry to improve project economic feasibility.

Management Changes

Corporate Governance

Legal Proceedings

• The company 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, 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.
• Effective February 20, 2023, the company settled with C. Cao and SuperGreen Energy Corporation, resulting in the termination of the License Agreement and the cancellation of 367,913 shares of the company's common stock.
• Effective October 7, 2024, the company settled with Mr. Thomason, leading to the cancellation of 18,396 shares of the company's common stock.
• On April 18, 2025, the Court entered a Default Judgment against Mr. Cao, Ms. Dao, and B & B Investment Holding, demanding the return of 1,287,694 shares to the company.
• On June 26, 2025, the company cancelled the remaining 1,287,694 shares of common stock through the default judgment sought against Mr. Cao, Ms. Dao, and B & B Investment.

Related Party Transactions

• The company acquired Emergen Energy LLC on April 24, 2024, from C&C Johnson Holdings LLC, an entity controlled by Cole Johnson, who subsequently became the company's Co-CEO and President and a director. C&C Johnson Holdings LLC received 1,587,300 unregistered shares of common stock valued at $22.2 million.
• The company entered into a Project Management Services Agreement (PMSA) with Energy Independent Partners LLC (EIP), an entity controlled by Cole Johnson. EIP is entitled to development fees of $0.035 per watt for BESS and solar projects upon securing project-specific financing, potentially totaling approximately $69 million for BESS projects and $57 million for solar projects in the Emergen portfolio.
• The PMSA includes an acceleration clause where 62.5% of any remaining BESS and Solar Development Fees become due and payable within 90 days of a change of control or the removal of Cole W. Johnson from his role.
• Emergen entered into a Project Sale Agreement on May 30, 2024, with Bridgelink Development, LLC, an entity controlled by Cole Johnson, for 2.425 GW of solar projects for $19.4 million. Emergen received a $943,500 deposit, of which 62.5% ($589,687.50) was due to EIP. The company paid EIP $250,000 in 2024 and owes an additional $339,688. If the remaining $18.5 million is received, $11.5 million will be owed to EIP.
• Between March 3, 2025, and September 30, 2025, the company entered into sixteen unsecured promissory notes with Energy Independent Partners (EIP), aggregating $825,700 in principal, bearing 9.5% simple interest per annum, repayable on December 31, 2025. These proceeds were used for near-term working capital for operating expenses.
• Cole Johnson's entities, Triangle 40 Ranch LLC and Big Horn Construction & Reclamation LLC, filed for Chapter 11 and Chapter 7 bankruptcy, respectively, in June 2025 and June 2024.

Stakeholder Impact

• **Shareholders:** The offering will result in immediate dilution of $7.89 per share for new investors. Existing shareholders face potential dilution from future equity issuances and the exercise of warrants. The company's going concern risk and lack of profitability pose significant risks to investment value. The NYSE listing, if successful, could improve liquidity and visibility.
• **Employees:** The company's future success is dependent on key management personnel, and the loss of such individuals could adversely affect the business. Management changes, including new Co-CEOs and independent directors, aim to strengthen leadership and governance.
• **Customers:** The development of BESS projects aims to provide critical grid stability and more affordable power, benefiting utilities, commercial and industrial (C&I) entities, and traditional trading houses. However, the lack of finalized offtake agreements introduces uncertainty regarding future revenue streams and customer commitments.
• **Suppliers:** The company maintains relationships with tier-one battery and equipment suppliers. The $50 million mezzanine financing facility from a battery supplier partner indicates a strong relationship and support for procurement. However, delays in project financing could impact future procurement needs.
• **Creditors:** The company's substantial recurring losses, negative cash flows, and going concern opinion present risks to creditors. The unsecured promissory notes to a related party (EIP) highlight reliance on internal financing sources. Project-level debt financing, if secured, would be collateralized by specific project assets, potentially segmenting risk.

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.
• Execute binding agreements with key counterparties for Redbird and Wildfire projects upon securing financing.
• Purchase equipment and initiate the construction process for prioritized projects.
• Continue to seek to 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, including product upgrades, performance analysis, risk management products, and software support.
• Seek out and acquire proven technologies that complement existing offerings.
• Maintain the listing of common stock on the NYSE American until at least three years after the date of the Underwriting Agreement and the expiration of warrants.

Key Dates

Recommendation

Bimergen Energy Corporation is a development-stage company with no revenue and a history of significant, increasing net losses, leading to a 'going concern' opinion from its auditors. While the company has a substantial project pipeline and has secured some initial financing and joint venture agreements, the execution risk is extremely high. Many projects lack critical agreements like land leases and definitive customer contracts. The reliance on future financing, coupled with substantial related-party transactions and the bankruptcy filings of entities controlled by a key executive, introduces significant governance and financial stability concerns. The immediate dilution from the current offering and the speculative nature of the warrants further compound the risk. Given the severe financial distress, high operational uncertainties, and governance red flags, a seasoned investor would likely recommend selling or avoiding this stock until there is clear evidence of sustained revenue generation, profitability, and robust, independent corporate governance.

Keywords

Battery Energy Storage System, BESS, Solar Energy, Renewable Energy, Project Development, Grid Stability, Energy Arbitrage, Ancillary Services, SEC Filing, S-1/A, NYSE American, Capital Raise, Emergen Energy, RelyEZ Energy Group, Cox Energy Group, Eos Energy Storage, Investment Tax Credits, IRA, Green Energy Transition