Bimergen Energy Corp

Previous wording

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 six months ended June 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the six months ended June 30, 2025 and 2024. 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.

Current wording

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 nine months ended September 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the nine months ended September 30, 2025 and 2024. 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.

Previous wording

General and administrative expenses have been overall consistent for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. There were increases of approximately $60,000 of Emergen consulting and contractor fees related to the Emergen projects, $120,000 of audit costs and $120,000 in officer salaries. The notable decrease was $90,000 in legal fees related to a litigation that was resolved in our favor during 2025 resulting in the cancellation of the defendant’s common stock.

Current wording

General and administrative expenses have increased significantly for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The primary increase was approximately $810,000 of non-cash stock compensation. The decreases included approximately $23,000 in legal fees related to a litigation that was resolved in our favor during 2025 resulting in the cancellation of the defendant’s common stock and a decrease of approximately $33,000 of contract services.

Previous wording

Comparison of the six month period ended June 30, 2025 with the six month period ended June 30, 2024.

Current wording

Comparison of the nine month period ended September 30, 2025 with the nine month period ended September 30, 2024.

Previous wording

The Company has generated no revenues from its primary business for the six months ended June 30, 2025 and June 30, 2024.

Current wording

The Company has generated no revenues from its primary business for the nine months ended September 30, 2025 and September 30, 2024.

Previous wording

General and administrative expenses have increased primarily related to approximately $100,000 of investor relations expense, $210,000 of Emergen consulting and contractor fees related to the Emergen projects, $140,000 of audit costs and $250,000 in officer salaries. The notable decrease was $190,000 in legal fees related to a litigation that was resolved in our favor during 2025 resulting in the cancellation of the defendant’s common stock.

Current wording

General and administrative expenses have increased approximately $1.5 million primarily related to approximately $1,150,000 non-cash stock compensation and approximately $84,000 of investor relations expense, $71,000 of Emergen consulting and contractor fees related to the Emergen projects, $136,000 of audit costs and $258,000 in officer salaries. The notable decrease was ($213,000) in legal fees related to a litigation that was resolved in our favor during 2025 resulting in the cancellation of the defendant’s common stock.

Previous wording

As of June 30, 2025 and December 31, 2024, we had total current liabilities of $2.6 million and $1.8 million, respectively, and current assets of $0.9 million and $1.0 million, respectively, to meet our current obligations. As of June 30, 2025, we had working capital of ($1.7 million) as compared to working capital of ($0.7 million) as of December 31, 2024.

Current wording

As of September 30, 2025 and December 31, 2024, we had total current liabilities of $3.3 million and $1.8 million, respectively, and current assets of $1.0 million and $1.0 million, respectively, to meet our current obligations. As of September 30, 2025, we had working capital of ($2.3 million) as compared to working capital of ($0.8 million) as of December 31, 2024.

Previous wording

For the six months ended June 30, 2025, cash used by operations was approximately ($460,000) which primarily included the net loss of approximately ($1,700,000) but adjusted for the non-cash stock based compensation of $602,000, common stock issued for legal services of $118,000, an increase in accounts payable (including related parties) of $450,000 compared to approximately $600,000 cash provided by operations which primarily included the net loss of approximately ($1,100,000) but adjusted for the non-cash stock based compensation of $588,000 and deferred revenue of $943,500.

Current wording

For the nine months ended September 30, 2025, cash used by operations was approximately ($787,000) which primarily included the net loss of approximately ($3.2 million) but adjusted for the non-cash stock based compensation of $1.5 million, common stock issued for legal services of $118,000, an increase in accounts payable (including related parties) of $757,000 compared to approximately $83,000 cash used by operations for the nine months ended September 30, 2024 which primarily included the net loss of approximately ($1.9 million) but adjusted for the non-cash stock based compensation of $928,000 and deferred revenue of $943,500.

Previous wording

For the six months ended June 30, 2025, cash provided by financing was approximately $325,000 including proceeds of $415,300 from short term loans due to a related party compared to $300,000 provided for the six months ended June 30, 2024 primarily from sale of common stock.

Current wording

For the nine months ended September 30, 2025, cash provided by financing was approximately $705,000 including proceeds of $825,700 from short term loans due to a related party compared to $229,000 provided for the nine months ended September 30, 2024 primarily from sale of common stock.

Previous wording

At June 30, 2025, the Company has $415,300 of unsecured notes to a related party with a due date of December 31, 2025.

Current wording

At September 30, 2025, the Company has $825,700 of unsecured notes to a related party with a due date of December 31, 2025.

Previous wording

If the RelyEZ joint-venture closing occurs as expected in Q3-2025, the Company would be required to fund up to$12.5 million of capital calls over the ensuing 24 months. Management is evaluating debt and equity alternatives to meet those obligations.

Current wording

The Company would be required to fund up to $12.5 million of capital calls over the ensuing 24 months related to its 20% ownerhip of joint venture with RelyEZ. Management is evaluating debt and equity alternatives to meet those obligations.

Previous wording

Our significant accounting policies and critical accounting estimates are described in Note 2 to our audited financial statements for the year ended December 31, 2024 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 30, 2025. There have been no material changes to our significant accounting policies or critical accounting estimates during the six months ended June 30, 2025.

Current wording

Our significant accounting policies and critical accounting estimates are described in Note 2 to our audited financial statements for the year ended December 31, 2024 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 30, 2025. There have been no material changes to our significant accounting policies or critical accounting estimates during the nine months ended September 30, 2025.