Bitech Technologies Corp. Files 8-K/A Amendment

TL;DR

Bitech Tech filed an 8-K/A amendment covering acquisitions, equity sales, and exec changes.

AI Summary

Bitech Technologies Corp. filed an 8-K/A amendment on June 12, 2024, to report on several key events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and changes in officers and directors. The filing also addresses Regulation FD disclosures and includes financial statements and exhibits.

Why It Matters

This amendment provides crucial updates on significant corporate actions, including acquisitions and equity sales, which can impact the company's structure and financial standing.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset acquisitions/dispositions, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Bitech Technologies Corp (company) — Filer
• 0001066764 (company) — Central Index Key
• 20240612 (date) — Filing Date
• 20240424 (date) — Period of Report
• Spine Injury Solutions, Inc (company) — Former Company Name
• Spine Pain Management, Inc (company) — Former Company Name
• VERSA CARD, INC. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BTTC OTC Markets Indica
• $9,825,000 — BESS Development Fees . The sum of (i) $9,825,000 for prior actions of affiliates of Ener
• $0.03 — ects (the "BESS Initial Fee"); and (ii) $0.03 per watt for each applicable BESS Devel
• $19,200,000 — Solar Development Fees . The sum of (i) $19,200,000 for prior actions of affiliates of Ener
• $0.02 — ercent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other
• $5,000,000 — pany receiving net proceeds of at least $5,000,000, and at such time 15% of the proceeds f
• $240,000 — ovide respectively for a base salary of $240,000 for Mr. Tran and an award of stock opti
• $200,000 b — n Award Agreement discussed below and a $200,000 base salary for Mr. Johnson and an award
• $0.50 — the first 1/5th of the granted Options, $0.50 per share of Common Stock which may be
• $0.75 — he second 1/5th of the granted Options, $0.75 per share of Common Stock which may be
• $1.00 — the third 1/5th of the granted Options, $1.00 per share of Common Stock which may be
• $1.25 — he fourth 1/5th of the granted Options, $1.25 per share of Common Stock which may be
• $1.50 — the final 1/5th of the granted Options, $1.50 per share of Common Stock which may be
• $0.10 — Emergen's equity interests. Based on a $0.10 per share closing price of the Company'
• $22,222,200 — ommon stock issuable at the Closing was $22,222,200. Cole Johnson, President of the Company

Filing Documents

• form8-ka.htm (8-K/A) — 123KB
• 0001493152-24-023593.txt ( ) — 311KB
• bttc-20240424.xsd (EX-101.SCH) — 3KB
• bttc-20240424_lab.xml (EX-101.LAB) — 34KB
• bttc-20240424_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A ( Amendment No. 1 ) 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 24, 2024 BITECH TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27407 93-3419812 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employee Identification No.) 895 Dove Street , Suite 300 Newport Beach , CA 92660 (Address of principal executive offices) (Registrant's telephone number, including area code: (855) 777-0888 Not applicable. (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 BTTC OTC Markets 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. Explanatory Note This Current Report on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Bitech Technologies Corporation ("Registrant") with the Securities and Exchange Commission (the "SEC") on April 30, 2024 (the "Original 8-K"). The primary edit on this Amendment is to remove the following language to the disclosures under Item 9.01: (a) Financial The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. The Registrant has determined that this information is not required. The Registrant has also revised the following paragraph in Item 1.01 as indicated: Emergen was formed on April 4, 2024 and had no operating activity and holds certain contractual and other rights to develop 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"). The Development Projects were assigned to Emergen on April 23, 2024 with no cost basis and deemed to be intangible. Following the Closing, the Company will take all commercially reasonable steps necessary to uplist the Company to the NASDAQ stock exchange.[emphasis added] Except as expressly set forth herein, this Amendment does not amend, modify or update the disclosures contained in the Original 8-K. Item 1.01 Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement and the Amendment As previously disclosed in the Current Report on Form 8-K filed by Bitech Technologies Corporation (the "Company") on April 15, 2024 with the Securities and Exchange Commission (the "SEC"), 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 Company, Emergen, Bridgelink and C&C entered into Amendment No. 1 to the MIPA (the "Amendment") to amend Section 2.02(b

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