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 June 30, 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 August 14, 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	19

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	31

Item 4.	Controls and Procedures	31

PART II	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

	Signatures	34

	June 30, 2026			December 31, 2025
		(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	9,377,141		$	401,203
Accounts receivable		2,846,500			-
Deferred offering costs		-			393,203
Vendor deposits		1,885,680			1,885,680
Inventory		28,000			-
Prepaid expenses and other assets		490,369			619,688

Total current assets		14,627,690			3,299,774

Right of Use Asset		329,471			-
Deposits		15,321			-
Investment in unconsolidated affiliate		500,000			-
Intangible assets		22,882,709			23,900,520

Total assets	$	38,355,191		$	27,200,294

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities		498,563			937,088
Accounts payable and accrued liabilities – related parties		872,917			1,316,725
Accounts payable and accrued liabilities		872,917			1,316,725
Short Term Loans due to Related Parties		-			825,700
Current Portion of Lease Liability		40,519			-
Deferred revenue		3,564,000			4,757,500

Total current liabilities		4,975,999			7,837,013

Long-Term Lease Liability		297,676			-

Commitments and Contingencies (Note 14)		-			-

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026, and December 31, 2025, respectively		-			-

Common stock: $0.001 par value, 1,000,000,000 shares authorized, 7,097,573 and 3,930,906 shares issued and outstanding at June 30, 2026, and December 31, 2025, respectively		7,098			3,931
Additional paid-in capital		44,945,765			29,107,471
Accumulated deficit		(11,871,347	)		(9,748,121	)

Total stockholders’ equity		33,081,516			19,363,281

Total liabilities and stockholders’ equity	$	38,355,191		$	27,200,294

	For the Three Months Ended June 30, 2026			For the Three Months Ended June 30, 2025			For the Six Months Ended June 30, 2026			For the Six Months Ended June 30, 2025

REVENUE	$	7,903,159		$	-		$	7,903,159		$	-

COST OF REVENUE		3,090,123			-			3,090,123			-

GROSS PROFIT		4,813,036			-			4,813,036			-

OPERATING EXPENSES
General & Administrative		3,240,447			816,069			7,005,076			1,673,106
Total Operating Expenses		3,240,447			816,069			7,005,076			1,673,106

INCOME (LOSS) FROM OPERATIONS		1,572,589			(816,069	)		(2,192,040	)		(1,673,106	)

OTHER INCOME (EXPENSE)
Other Income		60,320			-			86,467			300
Interest Expense		(4,530	)		(5,340	)		(17,653	)		(6,247	)

Total Other Income (Expense)		55,790			(5,340	)		68,814			(5,947	)

NET INCOME (LOSS) BEFORE INCOME TAXES		1,628,379			(821,409	)		(2,123,226	)		(1,679,053	)

BENEFIT (PROVISION) FOR INCOME TAXES		-			-			-			-

NET INCOME (LOSS)	$	1,628,379		$	(821,409	)	$	(2,123,226	)	$	(1,679,053	)

BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	0.22		$	(0.16	)	$	(0.33	)		$ (0.33)

WEIGHTED AVERAGE SHARES		7,392,903			5,059,458			6,352,554			5,094,472

	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
	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


Common Stock for Services		296			1			-		-		2030			-			2,031
Common Stock related to Reverse Split Fractional Shares		5,600			6			-		-		(6	)		-			-
Common stock shares cancelled related to the resolution of litigation		(1,287,694	)		(1,288	)		-		-		1,288			-			-
Stock Based Compensation		-			-			-		-		289,000			-			289,000

Net loss		-			-			-		-		-			(821,409	)		(821,409	)

Balances, June 30, 2025		3,857,906		$	3,858			-	$	-	$	26,984,544		$	(6,453,752	)	$	20,534,650


Balances, December 31, 2025		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
Balance		7,072,573		$	7,073			-	$	-	$	43,646,290		$	(13,499,726	)	$	30,153,637

Common Stock for Services		25,000			25			-		-		71,475			-			71,500
Stock Based Compensation		-			-			-		-		1,228,000			-			1,228,000

Net income		-			-			-		-		-			1,628,379			1,628,379
Net income (loss)		-			-			-		-		-			1,628,379			1,628,379

Balances, June 30, 2026		7,097,573		$	7,098			-	$	-	$	44,945,765		$	(11,871,347	)	$	33,081,516
Balance		7,097,573		$	7,098			-	$	-	$	44,945,765		$	(11,871,347	)	$	33,081,516

	2026			2025
	FOR THE SIX MONTHS ENDED JUNE 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(2,123,226	)	$	(1,679,053	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		1,017,811			-
Common Stock issued for services		85,150			117,611
Stock Compensation Expense		3,792,000			602,000
Units in unconsolidated affiliate for services		(500,000	)		-
Non-cash lease expense		10,802			-

Changes in operating assets and liabilities:
Accounts Receivable		(2,846,500	)		-
Prepaid expenses and other assets		129,319			50,000
Inventory		(28,000	)		-
Accounts payable and accrued liabilities		(335,124	)		85,040
Accounts payable and accrued liabilities – Related Parties		(443,808	)		364,494
Deposits		(15,321	)		-
Operating lease liabilities		(2,078	)		-
Deferred revenue		(1,193,500	)		-

Net cash used in operating activities		(2,452,475	)		(459,908	)

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	)		415,300
Deferred Offering Costs		-			(90,135	)

Net cash provided by financing activities		11,428,413			325,165

Net increase (decrease) in cash and cash equivalents		8,975,938			(134,743	)
Cash and cash equivalents at beginning of period		401,203			156,087

Cash and cash equivalents at end of period	$	9,377,141		$	21,344

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

Common stock issued for accounts payable		103,401			-
Operating lease right-of-use assets in exchange for operating lease liabilites		340,273			-
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			-

	For the three months ended June 30, 2026		For the three months ended June 30, 2025		For the six months ended June 30, 2026		For the six months ended June 30, 2025

Net Revenue Source
Cerberus/Frontier Power	$	6,709,659	$	-	$	6,709,659	$	-
Eos Energy Storage LLC		250,000		-		250,000		-
Bridgelink Development, LLC		943,500		-		943,500		-


Net Revenue	$	7,903,159	$	-	$	7,903,159	$	-

	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		331,900		2.55		9.8		0.5
Options Exercised		-		-
Options Forfeited or Cancelled		-		-
Options Expired		-		-
Outstanding and Vested or Expected to Vest at June 30, 2026		1,746,186		4.16		8.4		0.6
Options Exercisable at June 30, 2026		1,009,043	$	3.90		8.4	$	0.6

	June 30, 2026
	Shares			Weighted- Average Grant Date Fair Value

Unvested at Beginning of Period		61,312		$	36.85
Granted		-			-
Vested		(4,285	)		11.20
Forfeited or Cancelled RSAs		-			-
Unvested at End of Period		57,027		$	39.20

	For the Three Months Ended June 30, 2026		For the Three Months Ended June 30, 2025			For the Six Months Ended June 30, 2026			For the Six Months Ended June 30, 2025

Revenues	$	7,903,159	$	-		$	7,903,159		$	-
Cost of Goods Sold		3,090,123		-			3,090,123			-
Gross Profit		4,813,036		-			4,813,036			-

Operating Expenses
Salaries and Payroll Expenses		415,929		182,000			603,929			360,000
Legal Fees		442,960		10,483			601,735			13,749
Stock-based compensation		1,228,000		289,000			3,792,000			602,000
Investors Relations		514,748		5,227			608,138			125,378
Audit Costs		54,486		131,250			201,269			169,250
Contract Services		328,613		143,615			517,807			293,120
Rent		22,819		4,824			34,296			9,789
Other operating expenses		232,892		49,670			645,902			99,820
Total Operating Expenses		3,240,447		816,069			7,005,076			1,673,106
Loss (Income) from Operations		1,572,589		(816,069	)		(2,192,040	)		(1,673,106	)
Interest Income and Other (Expenses), net		55,790		(5,340	)		68,814			(5,947	)
Net loss before Income Tax	$	1,628,379	$	(821,409	)	$	(2,123,226	)	$	(1,679,053	)

	●	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.