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    Bimergen Energy Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    5/6/26 5:07:38 PM ET
    $BESS
    Electric Utilities: Central
    Utilities
    Get the next $BESS alert in real time by email
    false 0001066764 0001066764 2026-04-30 2026-04-30 0001066764 BESS:CommonStockParValue0.001PerShareMember 2026-04-30 2026-04-30 0001066764 BESS:CommonStockPurchaseWarrantsMember 2026-04-30 2026-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(D) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of report (Date of earliest event reported): April 30, 2026

     

    BIMERGEN ENERGY CORPORATION

    (Exact Name of Registrant as Specified in Its Charter)

     

    Delaware   001-43138 93-3419812

    (State or Other Jurisdiction of

    Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    895 Dove Street. Suite 300

    Newport Beach, California

      92660
    (Address of Principal Executive Offices)   (Zip Code)

     

    (855) 946-0154

    (Registrant’s Telephone Number, Including Area Code)

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    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   BESS   NYSE American LLC
    Common Stock Purchase Warrants   BESSWS   NYSE American LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    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. ☐

     

     

     

     

     

     

    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    On April 30, 2026, Bimergen Energy Corporation (“Bimergen”) Compensation Committee entered into amendments of its employment agreements with Robert J. Brilon as Co-Chief Executive Officer and Chief Financial Officer (the “Brilon Agreement”) and Cole W. Johnson as Co-Chief Executive Officer and President (the “Johnson Agreement”) effective April 1, 2026.

     

    The Brilon Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Brilon’s base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Brilon has performance bonuses that Mr. Brilon can earn with the achievement of certain milestones. The term of the agreement is five years and will automatically renew for a one year period if it is not terminated earlier.

     

    The Johnson Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Johnson’s base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Johnson has performance bonuses that Mr. Johnson can earn with the achievement of certain milestones. The term of the agreement is five years and will automatically renew for a one year period if it is not terminated earlier.

     

    The foregoing descriptions of the Brilon Agreement and Johnson Agreement are not intended to be complete and are qualified in its entirety by reference to the Employment Agreement Amendments attached hereto as Exhibit 10.1 and 10.2 respectively and incorporated by reference into this Item 5.02.

     

    Section 9 – Financial Statements and Exhibits

     

    Item 9.01 Financial Statements and Exhibits.

     

    Exhibit No.   Exhibit Description
    10.1   Robert Brilon Employment Agreement dated April 30, 2026
    10.2   Cole W. Johnson Employment Agreement dated April 30, 2026
    104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

     

    2

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      BIMERGEN ENERGY CORPORATION
         
    Date: May 6, 2026 By: /s/ Robert J. Brilon
      Name: Robert J. Brilon
      Title: Co-Chief Executive Officer and Chief Financial Officer

     

    3

     

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