Bimergen Energy Corp: Form 10-Q for the period ended Jun 30, 2026

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 30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025. 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.

The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our ability to become profitable and generate cash in our operating activities; our need for substantial additional financing to operate our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness and significant restrictions on our operations; the risk that the BESS and Solar Development Projects discussed below (the “Development Projects”) may not be completed, will be materially delayed or will be more costly or difficult than expected or that the Company is otherwise unable to successfully complete the Development Projects; (iii) the failure to obtain the necessary approvals and consents to complete the Development Projects, regulatory, or any other consents required to complete the projects; our ability to obtain required governmental approvals to complete the Development Projects (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the Acquisition discussed below); the Company’s ability to fund the costs required to complete the Development Projects; the impact of global climate change on our ability to conduct future operations; our dependence on key inputs, suppliers and skilled labor to complete construction of the Development Projects and acquire equipment for the operation of the proposed Development Projects; our ability to attract and retain key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; risk related to the protection of our intellectual property and our exposure to infringement or misappropriation claims by third parties; risks related to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are subject to as a result of being a public company in the United States; and other events or conditions that may occur in the future.

Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in “Risk Factors.”

Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks described in “Risk Factors.”

Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.

Overview of the Business

We are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via solutions across a range of applications through our portfolio of utility-scale Battery Energy Storage System (BESS) and solar development projects. In April 2024, we acquired a portfolio of development-stage BESS and solar energy projects from Emergen Energy LLC (“Emergen”), making us the project owner of 23 development stage utility-scale 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 (collectively, the “Development Projects”) once constructed and operational.

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 aim to leverage by partnering with advanced BESS technologies and Energy Management Systems (EMS) to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the imbalance between energy supply and demand caused by the intermittent nature of solar and wind resources. This approach aligns with the increasing demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation and peak energy demand create revenue opportunities through energy storage and dispatch. We plan to store excess energy generated during periods of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency. Upon reaching commercial operation, we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage and ancillary services.

Core Business in Battery Energy Storage Systems (BESS)

Our core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy imbalances and power deficits observed in markets with substantial solar and wind energy generation. This event, often depicted by the grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand. As renewable energy production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources become increasingly critical. Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of low demand and releasing it during high-demand periods, capturing value from daily price fluctuations. By purchasing and storing energy during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure.

In addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, 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 supply-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 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. 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. We expect our customers will include traditional trading houses (e.g., Goldman Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities. The terms of our agreements with customers will be defined by tolling agreements, financial hedges, or power purchase agreements (PPAs), which serve as financial instruments to guarantee all or a portion of future revenues.

Bimergen Energy’s business model as a BESS project owner and developer will leverage long-term contracted tolling agreements to generate stable revenue with upside potential. While Bimergen owns and plans to develop a portfolio of BESS projects, tolling agreements with major energy trading entities or institutional financial firms will provide a dual revenue model including guaranteed floor payments and upside profit sharing. The floor payment could be a fixed or minimum revenue guarantee to cover operational costs and provide downside protection against low market prices or volatility. Upside sharing is a profit-sharing mechanism where revenues above the floor would be split between Bimergen and the offtaker, incentivizing optimization of energy trading.

While these contracts have not yet been finalized, institutional traders will manage daily operations and energy trading under the agreements once signed. They will monitor market prices and advise Bimergen to charge the batteries during off-peak hours using low-cost grid energy, then discharge the batteries during peak hours, selling high-priced power back to the grid. Under the prospective agreements, institutional offtakers would buy the discharged power wholesale, resell it at market prices for profit, guarantee the floor payment, and share upside revenue with Bimergen. Beyond arbitrage, tolling agreements may include provisions for ancillary services like frequency regulation, voltage support, or capacity payments, where the BESS helps stabilize the grid for additional revenue streams. The offtaker would assume market price risk, while the BESS owner would be responsible for system maintenance and performance, ensuring the assets meet contractual obligations. The floor payment would ensure predictable cash flows, making projects bankable by institutional investors or lenders to provide project financing. Upside sharing would allow developers to benefit from high market prices without direct exposure to trading risks. Partnering with experienced traders leverages their market knowledge, reducing the need for in-house trading capabilities. Offtakers benefit from access to infrastructure by gaining control over a BESS without owning or maintaining it, and capture margins by reselling power at market prices, especially during peak demand. Offtake agreements are long-term contracts, often spanning 10–20 years, to align with the lifecycle of BESS projects and provide revenue certainty for financing.

As renewable energy penetration increases, BESS tolling agreements are becoming more common to manage intermittency (e.g., storing solar/wind energy for peak times). The global BESS market is projected to grow significantly, with tolling agreements facilitating project financing. The structure of tolling agreements vary on a case-by-case basis. While the floor payment mitigates downside, low market prices can limit upside potential, affecting overall returns. BESS performance declines over time, which may impact revenue if not accounted for in the agreement. The financial stability of the offtaker is critical, as their ability to meet floor payments or share upside depends on their market success. Shifts in energy market policies or grid incentives can affect the profitability of tolling agreements.

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. If we are not successful in obtaining favorable terms, we will operate these projects by selling merchant power and use a third-party scheduling entity to assist us in scheduling the power. This exposes the BESS to market volatility, where prices fluctuate based on supply, demand, fuel costs, and other dynamics. Without guaranteed revenue streams, the BESS owner assumes financial risk, as electricity prices can vary significantly. However, during periods of high demand or grid stress, the system can capitalize on higher prices. The BESS can also provide services like energy arbitrage, storing low-cost electricity and selling it when prices rise, or ancillary services like frequency regulation and reserves, which can be more profitable during grid instability. The key advantage of this model is the potential for higher returns in favorable market conditions, but it also carries the risk of lower profits or losses when market prices drop or when demand for storage services is insufficient. Like traditional merchant power plants, a BESS in this model faces financial uncertainty but has the flexibility to adjust based on real-time market conditions.

We anticipate management will be active in identifying, negotiating and establishing the financing relationships required for our projects. Since the Company and its subsidiaries do not have the in-house personnel to construct these projects, we also anticipate management will hire third parties to manage the construction of the project facilities and we will manage and negotiate the purchase of the key components of the facility (most importantly being the batteries). The Development Projects purchased are at various stages and we executed an agreement with Energy Independent Partners (“EIP”) (a Delaware limited liability company controlled by Cole Johnson, our Co-CEO and President and Director commencing as of the date of acquisition of Emergen) for services to include: pre-construction and pre-operational activities such as assisting with qualifying the Development Projects for financing; assisting with achieving RTB Status for Development Projects; and assisting with marketing the Development Project to a third party, if desired. The relevant fees for these services are $0.035 per watt of capacity.

BESS project locations are selected to be located alongside traditional power transmission lines or near large offtakers (our expected customers) with high energy demands, enhancing grid stability and reducing energy costs. These locations are suitable for battery storage facilities of approximately thirty acres and undergo environmental studies and assessments to ensure feasibility. While the letters of intent the Company has entered into or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner or address, but, rather, are county based. The Company believes it could adjust its plans to find a similar, suitable location if it is unable to negotiate a definitive agreement to develop a project with the landowner.

Location is a key consideration when selecting a site to develop a project. All projects are chosen in rural areas, outside high electricity demand zones, and on existing transmission lines. Transmission lines are then measured for available capacity and evaluated for potential BESS projects. After confirming that the site is suitable for BESS, we contact the landowner and conduct environmental studies to ensure it is viable for construction and operation. Most of our projects are in non-regulated markets, which allow us to sell power into the merchant markets using a scheduling entity.

Another key component of site qualification is identification of the potential energy customers and markets we can serve, either by rights acquired in the development process, those which can be secured via competitive utility procurements and those which can be secured under direct bilateral agreements

The revenue opportunities relating to our primary energy purchase customers – the regulated utilities and regulated wholesale energy markets operating where each of our projects are located, are quantified at the earliest stages of project qualification and the commercial relationship with these customers is fully established at the time we anticipate executing our interconnection agreement, typically prior to commencement of construction. These utility energy purchase mechanisms generally preclude any direct participation by these customers in asset ownership or profit distributions.

Additionally, at each site location, screening is conducted to identify and qualify potential industrial, commercial and municipal customers. Those which meet our criteria for potentially enhancing our revenues and profits are contacted to determine their interest in purchasing energy services at or after the point in time when our projects enter revenue operations. It is not our normal practice, and these energy purchase agreements do not typically include participation in equity ownership or profit distributions from the projects, but these options are not precluded legally or regulatorily.

The physical quality of our sites in terms of their development is valued against industry comparables. The energy and revenue generation potential of our sites and projects and the number and credit quality of our established and potential utility and non-utility customers are also key factors in the valuation of our projects, their ability to attract investors and the ultimate cost of that capital. This is true for the majority of projects in our industry.

Our projects may include multiple classes of equity investors. Project level preferred equity investors enjoy returns which include one or more fixed components plus a participation component in which they share in the net free cash flows of our combined arbitration and contracted energy revenue operations; common equity investors participate directly in ownership of the project assets and receive distributions of net free cash flows from our energy trading (arbitrage) revenues and those from contracted energy services. We also have tax equity investors who participate in a transaction to acquire these tax benefits outright and may also enjoy a nominal carried interest in our net distributions.

Our pro forma models and financial practices meet customary industry standards to estimate, calculate and project these revenues both for institutional financing purposes as well as regulatory requirements.

It is our intent to own and operate our projects in most cases, but in others we may deem it financially beneficial to the company and our equity investors to partly or fully monetize our project assets.

We maintain strong relationships with tier-one battery and equipment suppliers, utilities, and power purchasers to optimize transmission efficiency and lower consumer costs. These partnerships may also help us secure regulatory support, ensure timely project development within budget, and uphold high product quality standards. Our strategic position allows us to secure multi-year customer contracts before project construction and integrate emerging battery technologies into future developments. Additionally, our systems are designed to enable deferred infrastructure upgrades, reducing the need for costly grid enhancements by efficiently managing local supply and demand.

Development Projects and Operational Progress

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

Subsequent to positive feasibility studies is the process of legal formation, analyzing and negotiating site control/surface and materials, and identifying engineering requirements for construction, identifying and negotiating interconnection to the grid, identifying tax abatements, and identifying permitting and study requirements, and noting additional project specific challenges. These assets provide a robust foundation for advancing our projects through the development lifecycle efficiently and effectively. We are in the process of negotiating grid interconnection agreements, ensuring compliance with applicable grid codes and standards, registering our projects for market participation, and coordinating with ISOs to align dispatch and grid service requirements. In addition, we are actively engaging with these ISOs to address cybersecurity compliance and to develop comprehensive monitoring and reporting frameworks, which are essential for maintaining operational integrity and grid support.

We are actively pursuing project-level debt and equity financing to fund the construction and/or operationalization of 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.

BESS Market

The Battery Energy Storage Systems (BESS) industry is young but has experienced significant growth in the United States, driven by the integration of renewable energy, the need for grid stability, and various economic and policy incentives.

Battery storage systems are not a primary electricity source, meaning the technology does not create electricity from a fuel or natural resource. Instead, batteries store electricity that has already been created from an electricity generator or the electric power grid, which makes energy storage systems secondary sources of electricity.

The acceleration of global integration of renewable energy sources has amplified the critical need for efficient energy storage solutions, driving substantial investment into grid infrastructure, particularly BESS. Despite its emergence as a distinct sector only in the 2010s, the BESS market has since experienced exponential growth, attracting significant investor interest worldwide.

Battery Energy Storage Systems (BESS) play a crucial role in managing the grid, and their importance is expected to increase as more electrification and AI data centers are installed across the United States and the world. The sharp increase in demand for AI clusters has resulted in a notable emphasis on data center capacity, placing significant strain on the power grid, generation capabilities, and environmental concerns. With this surge in demand for electricity, there is a corresponding need for efficient storage systems to balance supply and demand on the grid. The current benefits of BESS towards the grids are as follows:

• 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.

As we progress towards optimizing BESS operations for the future, several advantages become apparent:

• 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.

BESS market is projected to grow exponentially, making it a massive and lucrative market in the US market. However, despite its rapid growth, there are currently limited players involved in this sector. 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. As the US continues to transition towards cleaner energy sources, BESS systems will become even more critical in ensuring a stable and resilient power grid while reducing carbon emissions. We believe it is an exciting time for the BESS industry with immense potential for growth and innovation.

Emergen Energy Acquisition

On April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink (“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”) (the “Business Combination”).

On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 1,587,300 unregistered shares of its common stock to Emergen’s sole member, C&C Johnson Holdings LLC (“C&C”) in exchange for 100% of Emergen’s equity interests. C&C is controlled by Cole Johnson who became our President and a director following the Closing as well as the President of the Company’s BESS and Solar Divisions. In addition, Emergen became a wholly owned subsidiary of the Company with C&C’s owning approximately 31.3% of the Company’s issued and outstanding shares of the Company’s capital stock.

Originally, in a letter agreement executed and disclosed in January 2024 the above acquisition was contingent upon the parties entering into a definitive agreement which would contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. This Capital Infusion condition was negotiated out of the acquisition definitive agreement.

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 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”).

We plan to raise the working capital and project specific financing we need to commence the Development Projects through future debt and equity financing.

Development Projects are the result of a significant amount of feasibility studies determining capacity and compatibility, establishing production model of the project parameters, identifying any curtailment for the project, power flow site verification and substation identification, and noting project specific challenges. Subsequent to positive feasibility studies is the development process of legal formation, analyzing and negotiating site control/surface and materials, identifying engineering requirements before construction, identifying and negotiating interconnection to the grid, identifying tax abatements, identifying permitting and study requirements, and noting project specific challenges. 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. Currently we have no binding contracts for our development projects.

Through Emergen, Bimergen Energy management will determine which projects will be developed and when, how financing arrangements will be pursued and accepted, and whether a project may be sold instead of developed, and the criteria for establishing the sale price.

Emergen was formed on April 4, 2024, and had no operating activity but held the Development Projects. The Development Projects were assigned to Emergen on April 23, 2024, with no cost basis and deemed to be intangible

From an accounting perspective, we treated the transaction as an acquisition of assets versus a business combination due to the lack of any operations. Also, the projects that were purchased in the acquisition were development stage and deemed to not be tangible assets under FASB 805-10-20 and have classified these as intangible assets with indefinite useful lives and are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the assets may be impaired. To the extent that an intangible asset is successfully developed into a revenue-generating asset, it will be relieved over time in the same time period as the property, plant and equipment purchased to have the project become a revenue-generating project. To the extent that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to operations at that time. The Company valued the transaction at the value of $22,222,200, the value of the restricted stock ($14.00 closing price per share on April 24, 2024) issued as consideration for Emergen. Emergen had no liabilities associated with it at the time of the transaction.

On May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink covering approximately 2.425 GW of 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 was recorded as deferred revenue initially and was 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. 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.

In the event that Purchaser, under the purchase agreement decides to transfer any Project along with its interests to Bridgelink or any creditworthy entity designated by Bridgelink (“Returned Project”), Bridgelink shall provide written notice to Emergen within ten (10) business days of receipt of such notice from the Purchaser and Bridgelink shall convey, transfer, assign, deliver, and contribute over certain rights and interests to the Returned Project to Emergen within ten (10) business days of receipt of such Returned Project, unless otherwise agreed upon by Emergen in writing. For clarity, any creditworthy entity designated by Bridgelink shall be confirmed in writing by Emergen. Bridgelink is to receive payment from the Purchaser no later than March 31 of the year following each calendar year end for any milestones that have been achieved during that calendar year. Emergen is to receive payment within five days from Bridgelink receiving payment from the Purchaser. Effective December 31, 2024, Emergen and Bridgelink amended the Agreement to provide that Bridgelink could only return a Project if it has not yet made a milestone payment to Emergen on prior to the seventh (7th) anniversary of the Effective Date of the Agreement

The Projects sold by Emergen to Bridgelink are in what are termed as “Greenfield Projects.” With respect to each Greenfield Project, Emergen will be paid:

(i) $5,000 per megawatt (in alternating current) measured at the Point of Interconnection after such Greenfield Project has secured all necessary land rights as determined in good faith ($12,125,000 for the estimated 2,425 megawatts sold); and

(ii) $3,000 per megawatt (in alternating current) measured at the Point of Interconnection when the relevant Greenfield Project has achieved ready-to-build (RTB) status as determined in good faith ($7,275,000 for the estimated 2,435 megawatts sold.

There is no specified timeframe for the milestones to be achieved.

The $943,500 deposit has been recognized as revenue 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.

The following agreements were entered into on the date of Closing as provided for in the MIPA:

Project Management Services Agreement

At the Closing, 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. 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.

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

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.

If any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of: (i) any unpaid project’s specific BESS Development Fees or Solar Development Fees defined in the PMSA agreement; or (ii) 62.5% of the proceeds less any project specific BESS Development Fees or Solar Development Fees paid previously.

Other Development Fees. For each other renewable energy development asset held by the Company, which are neither BESS Development Projects nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”).

Timing of Payment of Fees

The BESS Development Fees shall be due and payable upon (i) 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.

These fees will be recorded as liabilities once the above contingencies and milestones are met, the most important being that of appropriate project financing enabling payment of these fees.

Acceleration of Payment Clause: Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W. Johnson as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, 62.5% of any remaining BESS and Solar Development Fees shall become due and payable. A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company); (y) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation; or (z) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

If any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of: (i) any unpaid project’s specific BESS Development Fees or Solar Development Fees defined in Section 2.06; or (ii) 62.5% of the proceeds less any project specific BESS Development Fees or Solar Development Fees paid previously.

The timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the parties to the PMSA via an addendum to the PMSA prior to the parties undertaking such Other Development Projects.

Subject to the terms and conditions of the PMSA, in addition to the other requirements therein, payment of the BESS Development Fees, the Solar Development Fees and any Other Development Fees is further contingent upon Cole W. Johnson (a) remaining an employee or consultant to Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners during the period of time in which the applicable BESS Development Fees, the Solar Development Fees or Other Development Fees are payable. Subject to the foregoing, the BESS Development Fees, the Solar Development Fees or Other Development Fees are payable within ten (10) days of satisfaction of the conditions to payment as discussed above.

Payment for Sale of Development Projects. In the event the Company decides not to proceed with any Development Project(s), the Company may elect to sell such Development Project(s) to one or more third parties. In such event, the Company and Energy Independent Partners agree to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS Development Fees and/or the Solar Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless otherwise agreed upon by the Company and Energy Independent Partners.

Termination. The PMSA may be terminated at any time prior to the expiration of its term: (a) by the mutual written consent of the parties; (b) by the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners, within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company; (c) by Energy Independent Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20 business days after receipt by the Company of written notice thereof from Energy Independent Partners; or (d) by any party, if a court of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become final and nonappealable. Any of the Parties has a right to seek specific performance of the other parties’ obligations under the PMSA in lieu of its right to terminate the agreement.

Indemnification. Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party or any of their representatives.

Acquisition of Bitech Mining Corporation

The Company acquired Bitech Mining Corporation (“BTM”) on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, BTM, each of BTM’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of BTM (collectively, the “BTM Shares”). In consideration of the BTM Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Each BTM Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall automatically convert into 0.385541 shares (an aggregate of approximately 3,469,867) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 3,469,866 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical financial results.

Results of Operations

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

The following table summarizes our results of operations for the periods presented:

The Company has generated $7.9 million in revenues with $4.8 million in gross profit from its primary business for the three months ended June 30, 2026, as compared to no revenues for the three months ended June 30, 2025. The revenues are primarily related to development fees for BESS projects. Approximately $0.9 million is related to Solar development fees non-refundable deposit forfeited.

General and administrative expenses have increased significantly, $2.4 million ($0.9 million non-cash) for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The primary increase was a non-cash expense of approximately $0.9 million of non-cash stock compensation. The other primary operating 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 board fees, and $0.2 million in contract services for Emergen Energy LLC.

Comparison of the six month period ended June 30, 2026, with the six month period ended June 30, 2025

The following table summarizes our results of operations for the periods presented:

29

The Company has generated $7.9 million in revenues with $4.8 million in gross profit from its primary business for the six months ended June 30, 2026, as compared to no revenues for the six months ended June 30, 2025. The revenues are primarily related to development fees for BESS projects. Approximately $0.9 million is related to Solar development fees non-refundable deposit forfeited.

General and administrative expenses have increased significantly, $5.3 million ($3.2 million non-cash) for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The primary increase was non-cash expenses of approximately $3.2 million of non-cash stock compensation. The other primary operating expense increases were approximately $0.5 million in investor relations, $0.6 million in legal fees primarily related to BESS projects, $0.2 million payroll and board fees, and $0.2 million in contract services for Emergen Energy LLC.

Contractual Obligations and Commitments

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

For the six months ended June 30, 2026, cash used in operations was approximately $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 $0.8 million compared to approximately $0.5 million cash used by operations for the six months ended June 30, 2025, which primarily included the net loss of approximately $1.7 million and primarily offset by the non-cash stock-based compensation of $0.6 million and an increase in accounts payable (including related parties) of $0.5 million.

For the six months ended June 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 $0.4 million cash provided for the six months ended June 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 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 initially in 2024 and was 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. 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 for the $943,500 deposit received. EIP will be due 62.5% of the proceeds received related to the Project Sale 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. Management is evaluating debt and equity alternatives to meet those obligations.

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

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

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 June 30, 2026.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Robert J. Brilon, our Co-CEO and Chief Financial Officer is our principal executive officer and our principal financial officer.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Co-Chief Executive Officer (“Co-CEO”) / Chief Financial Officer (“CFO”) (our principal executive officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2026, (the “Evaluation Date”). Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. Management concluded that disclosure controls and procedures were not effective as of June 30, 2026,

As of June 30, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation under this framework, our management concluded that as of June 30, 2026, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting, which were previously identified and disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024, and which have not yet been fully remediated.

We are working to remediate the deficiencies and material weaknesses. Our remediation efforts are ongoing, and we will continue our initiatives to implement and document policies, procedures, and internal controls. Executive management, in consultation with and at the direction of our Audit Committee, will continue to assess the control environment and the above-mentioned efforts to remediate the underlying causes of the identified material weaknesses.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time to estimate how long it will take; and our efforts may not be successful in remediating the deficiencies or material weaknesses.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.

Changes in Disclosure Controls and Procedures

None