UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended March 31, 2026

☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)

For the transition period from _______ to _______.

Commission file number: 001-43138

BIMERGEN ENERGY CORPORATION

(Name of Registrant in Its Charter)

Delaware

93-3419812

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

895 Dove Street, Suite 300

Newport Beach, CA 92660 (Address of Principal Executive Offices)

(855) 946-0154

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

Warrants, each share exercisable to purchase one share of Common Stock

BESS

BESSWS

NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At May 15, 2026, there were 7,097,573 shares of the registrant’s common stock outstanding (the only class of voting common stock).

FORM 10-Q

TABLE OF CONTENTS

Note About Forward-Looking Statements		3

PART I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets (Unaudited)	4

	Condensed Consolidated Statements of Operations (Unaudited)	5

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	30

Item 4.	Controls and Procedures	30

PART II	OTHER INFORMATION	31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

	Signatures	33

	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	8,908,226		$	401,203
Deferred offering costs		-			393,203
Vendor deposits		1,885,680			1,885,680
Prepaid expense		628,431			619,688

Total current assets		11,422,337			3,299,774

Intangible assets		23,900,520			23,900,520

Total assets	$	35,322,857		$	27,200,294

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities		277,921			937,088
Accounts payable and accrued liabilities – related parties		133,799			1,316,725
Accounts payable and accrued liabilities		133,799			1,316,725
Short Term Loans due to Related Parties		-			825,700
Deferred revenue		4,757,500			4,757,500

Total current liabilities		5,169,220			7,837,013

Commitments and Contingencies (Note 13)		-			-

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively		-			-

Common stock: $0.001 par value, 1,000,000,000 shares authorized, 7,072,573 and 3,930,906 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively		7,073			3,931
Additional paid-in capital		43,646,290			29,107,471
Accumulated deficit		(13,499,726	)		(9,748,121	)

Total stockholders’ equity		30,153,637			19,363,281

Total liabilities and stockholders’ equity	$	35,322,857		$	27,200,294

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

REVENUE	$	-		$	-

COST OF REVENUE		-			-

GROSS PROFIT		-			-

OPERATING EXPENSES
General & Administrative		3,764,629			857,037
Total Operating Expenses		3,764,629			857,037

LOSS FROM OPERATIONS		(3,764,629	)		(857,037	)

OTHER INCOME (EXPENSE)
Other Income (Expense)		-			300
Interest Income		26,147			-
Interest Expense		(13,123	)		(907	)

Total Other Income (Expense)		13,024			(607	)

LOSS BEFORE INCOME TAXES		(3,751,605	)		(857,644	)

BENEFIT (PROVISION) FOR INCOME TAXES		-			-

NET LOSS	$	(3,751,605	)	$	(857,644	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.71	)	$	(0.17	)
WEIGHTED AVERAGE SHARES		5,300,647			5,128,984


	Common Stock				Preferred Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity

Balances, December 31, 2024		5,121,384	$	5,121		-	$	-	$	26,263,670		$	(4,774,699	)	$	21,494,092

Common Stock for Services		18,320		18		-		-		115,562			-			115,580
Stock Based Compensation		-		-		-		-		313,000			-			313,000

Net loss		-		-		-		-		-			(857,644	)		(857,644	)

Balances, March 31, 2025		5,139,704	$	5,139		-	$	-	$	26,692,232		$	(5,632,343	)	$	21,065,028

Balances, December 31, 2025		3,930,906	$	3,931		-	$	-	$	29,107,471		$	(9,748,121	)	$	19,363,281
Balances		3,930,906	$	3,931		-	$	-	$	29,107,471		$	(9,748,121	)	$	19,363,281

Common Stock for Services		5,000		5		-		-		13,645			-			13,650
Common Stock in Exchange for Accounts Payable		36,667		37		-		-		103,364			-			103,401
Issuance of common stock, pre-funded warrants, and accompanying warrants in public offering		3,100,000		3,100		-		-		13,896,115			-			13,899,215
Cost of Financing, including noncash offering cost of Underwriter Warrants										(2,038,305	)					(2,038,305	)
Stock Based Compensation		-		-		-		-		2,564,000			-			2,564,000

Net loss		-		-		-		-		-			(3,751,605	)		(3,751,605	)

Balances, March 31, 2026		7,072,573	$	7,073		-	$	-	$	43,646,290		$	(13,499,726	)	$	30,153,637
Balances		7,072,573	$	7,073		-	$	-	$	43,646,290		$	(13,499,726	)	$	30,153,637


	FOR THE THREE MONTHS ENDED MARCH 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(3,751,605	)	$	(857,644	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common Stock issued for services		13,650			115,580
Stock Compensation Expense		2,564,000			313,000

Changes in operating assets and liabilities:
Prepaid expenses and other assets		(8,743	)		25,000
Accounts payable and accrued liabilities		(555,766	)		83,117
Accounts payable and accrued liabilities – Related Parties		(1,182,926	)		178,495
Deferred revenue		-			-

Net cash used in operating activities		(2,921,390	)		(142,452	)

Cash flows from financing activities:
Cash from Sale of common stock, pre-funded warrants and warrants		13,600,270			-
Cost of Financing		(1,346,157	)
Proceeds from (Payments to) Short term Loan – Related Parties		(825,700	)		135,000
Deferred Offering Costs		-			(52,150	)

Net cash provided by financing activities		11,428,413			82,850

Net (decrease) increase in cash and cash equivalents		8,507,023			(59,602	)
Cash and cash equivalents at beginning of period		401,203			156,087

Cash and cash equivalents at end of period	$	8,908,226		$	96,485

Supplementary disclosure of non-cash operating, investing and financing activities:

Common stock issued for accounts payable		103,401			-
Deferred offering costs charged to cost of financing in equity upon completion of the February 2026 offering		393,203			-
Noncash offering cost - Underwriter Warrants issued in February 2026 offering		298,945			-

	Shares		Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)

Outstanding at December 31, 2025		1,414,286	$	4.53		9.0	$	8.5
Options Granted		-		-
Options Exercised		-		-
Options Forfeited or Cancelled		-		-
Options Expired		-		-
Outstanding and Vested or Expected to Vest at March 31, 2026		1,414,286		4.53		8.5		-
Options Exercisable at March 31, 2026		537,143		4.55		7.9	$	-

	March 31, 2026
	Shares			Weighted- Average Grant Date Fair Value

Unvested at Beginning of Period		61,312		$	36.85
Granted		-			-
Vested		(2,143	)		11.20
Forfeited or Cancelled RSAs		-			-
Unvested at End of Period		59,169		$	37.78

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Revenues	$	-		$	-
Cost of Goods Sold		-			-
Gross Profit		-			-

Operating Expenses
Salaries and Payroll Expenses		188,000			178,000
Legal Fees		158,775			3,266
Stock-based compensation		2,564,000			313,000
Investors Relations		93,390			120,151
Audit Costs		109,890			38,000
Contract Services		165,194			149,505
Rent		11,477			-
Other Taxes		192,921			-
Other operating expenses		280,982			55,115
Total Operating Expenses		3,764,629			857,037
Loss (Income) from Operations		(3,764,629	)		(857,037	)
Interest Income and Other (Expenses), net		13,024			(607	)
Net loss before Income Tax	$	(3,751,605	)	$	(857,644	)

	●	Grid Stability: BESS provides grid stabilization by balancing supply and demand, reducing the likelihood of blackouts and enhancing the reliability of the electrical grid.
	●	Renewable Energy Integration: BESS allows for the efficient integration of renewable energy sources like solar and wind by storing excess energy and releasing it when needed.
	●	Peak Shaving: BESS helps reduce peak demand charges for utilities and consumers by discharging stored energy during high-demand periods.
	●	Reduction of Fossil Fuel Dependence: By enabling more renewable energy use, BESS decreases the reliance on fossil fuel-based power generation, reducing greenhouse gas emissions.
	●	Emergency Backup: BESS provides critical backup power during emergencies and natural disasters, ensuring continuous power supply for essential services.

	●	Grid Decentralization: Future BESS deployments will support a more decentralized grid, empowering local communities with greater energy independence and resilience.
	●	Cost Reduction: Advances in battery techs and economies of scale will continue to drive down the costs of BESS, making it more accessible and cost-effective for widespread use.
	●	Enhanced Renewable Penetration: With improved storage capabilities, BESS will support even higher levels of renewable energy penetration, facilitating the transition to a fully renewable energy grid.
	●	Electric Vehicle (EV) Integration: BESS will play a crucial role in managing the increased demand from EVs, enabling efficient charging infrastructure and energy management.

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			$ Change			% Change
OPERATING EXPENSES
General & Administrative		3,764,629			857,037			2,907,592			339	%
Total Operating Expenses		3,764,629			857,037			2,907,592			339	%
LOSS FROM OPERATIONS		(3,764,629	)		(857,037	)		2,907,592			339	%
OTHER INCOME (EXPENSE)
Interest and Other Income (Expense)		26,147			300			25,847			8,616	%
Interest Expense		(13,123	)		(907	)		(12,216	)		1,347	%
Total Other Income (Expense)		13,024			(607	)		13,631			2,247	%
NET LOSS		(3,751,605	)		(857,644	)		(2,893,961	)		337	%

Exhibit No.		Description

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 18 U.S.C. §1350.

32.2**		Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. §1350.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Bimergen Energy Corporation

Date: May 15, 2026	By:	/s/ Robert J. Brilon
		Robert J. Brilon
		Co-Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Bimergen Energy Corporation