What changed in this filing

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Item 9A. Controls and Procedures

2026-04-09 compared with 2025-04-11 · 908 added, 1801 removed, 549 unchanged (83% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management is responsible

for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures”

in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognized that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

Our Chief Executive Officer

and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures.

upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the disclosure controls

and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was

recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below under

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures of were not effective due to the material weaknesses in our internal control over financial reporting as identified below under “Management’s Report on Internal Control Over Financial Reporting”.

Management ’ s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

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.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

During the period

covered by this filing, we conducted an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls

over financial reporting using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

Due to the short time period between the date of our acquisition of

Telcom in August 2024 and our fiscal year end on December 31, 2024, we have excluded Telcom from the scope of our assessment and

from management's report on internal control over financial reporting.

Telcom is a small business and represents 0.9% of our 2024

revenues and 0.2% of our 2024 net loss.

There was no material change to its internal control over financial reporting due to the

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31,

2024, we do not have sufficient internal controls over financial reporting and procedures to ensure that all the information

required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

The following material weaknesses

identified as of December 31, 2023 and continued to exist as of December 31, 2024.

These material weaknesses will not be considered to

be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through

testing, that these controls are operating effectively.

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as December 31, 2025 using the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses described below.

The following material weaknesses, which were identified as of December 31, 2024, continued to exist as of December 31, 2025:

Material Weaknesses

Ineffective design and implementation over Information Technology General Controls (“ITGCs”)

· The Company does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a

timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory.

· The Company did not maintain adequate controls relating to documentation of the review and approval of reconciliations and other

schedules prepared internally to be included or disclosed in the financial statements.

Many of our reports and reconciliations are performed

in Excel spreadsheets, and we did not adequately validate the segregation of duties between the preparer and the approver with a signature

and time stamp.

· Appropriate segregation of duties that would adequately restrict user

access and ensure adequate review of transactions.

Because we are a small company, many employees have multiple job responsibilities,

and during the implementation in Q4, the access was allowed for employees to access necessary tasks.

As we move forward into 2025, we

will assign access to ensure the proper segregation of duties.

Additionally, we need to ensure the employees are adequately trained and

able to resolve issues timely.

The Company needs to establish appropriate procedures for change management to ensure changes to the system

are formally approved, properly restricted to appropriate personnel, and adequately tested.

· The Company did not maintain sufficient controls related to Beam Europe

· The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment

Insufficient controls over inventory accounting, including controls to ensure inventory is accurately tracked, recorded and valued on a timely basis

Insufficient controls over the preparation, review and approval of account reconciliations and financial reporting schedules, including lack of appropriate documentation and evidence of review

Inadequate segregation of duties and user access controls, including limitations due to personal resources and overlapping responsibilities

Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam Europe

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation Efforts

To address the material weaknesses described above,

we have undertaken an action plan to strengthen internal controls and procedures including:

· Establishing policies and procedures in the information technology area to mitigate internal controls

· The Company implemented NetSuite ERP system to automate operations and accounting for the San Diego and

Chicago locations, we continue to implement additional configuration to utilize the internal controls features of the system fully;

· Implemented a manual process for completing an allocation of labor and overhead to our products on a timely

· Implemented a reconciliation and approval process that was active throughout 2024;

· Began to assign access to ensure the proper segregation of duties, despite being a small company where

many employees have multiple responsibilities.

currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material

weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

No Attestation Report by Independent Registered

The effectiveness of our internal

control over financial reporting as of December 31, 2024, has not been audited by our independent registered public accounting firm by

virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls Over Financial

During the quarter ended December

31, 2024, the Company actively engaged in remediation efforts to address the previously identified material weaknesses in its internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over

financial reporting.

During the quarter ended December 31, 2024, we improved our accounting processes and documentation, introduced new

accounting procedures, and provided training to our accounting personnel.

Except for the remediation efforts described above, there have

been no significant changes in our internal control over financial reporting during the last period covered by this report that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

To address the material weaknesses described above, we have undertaken, and continue to undertake, measures to remediate the identified material weaknesses including:

Implementing and enhancing information technology general controls, including controls over user access and system monitoring

Implementing NetSuite enterprise resource planning (ERP) system to automate key accounting, manufacturing and inventory processes and strengthen control over financial reporting

Enhancing controls over account reconciliations, including formalizing review and approval procedures and documentation requirements

Improving segregation of duties through role-based access controls and reassignment of responsibilities, where feasible

Providing additional training to accounting and finance personnel and enhancing oversight of financial reporting processes

While we believe these efforts will improve our internal control over financial reporting, there can be no assurance that these measures will be sufficient to remediate the material weaknesses or prevent future deficiencies.

No Attestation Report by Independent Registered Accountant

Since we are a smaller reporting company, our independent registered public accounting firm has not audited the effectiveness of our internal control over financial reporting as of December 31, 2025.

Changes in Internal Controls Over Financial Reporting

During the quarter ended December 31, 2025, we implemented changes to our internal control over financial reporting as part of our remediation efforts described above, including enhancements to our accounting processes and documentation, implementation of new accounting procedures, and training of our accounting personnel.

These changes have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

the three months and the year ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

At Market Issuance Sales Agreement

On April 11, 2025, we entered into an At Market

Issuance Sales Agreement (the “Sales Agreement”) with B.

Riley Securities, Inc.

Riley”), pursuant to which

we may issue and sell shares of our common stock having an aggregate offering price of up to $8 million from time to time, at our option,

Riley as our sales agent, subject to certain terms and conditions.

Upon our delivery and B.

Riley’s acceptance of a placement

Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions

deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means

of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B.

Riley and us.

also sell the shares of common stock in negotiated transactions, subject to our prior approval.

Any shares sold will be sold pursuant

to our effective shelf registration statement on Form S-3 (File No.

333-272396), as supplemented by a prospectus supplement dated

April 11, 2025.

We will pay B.

Riley a commission of up to 3.0% of the gross proceeds of the sale of any shares sold through B.

To date, no shares have been sold under the Sales Agreement.

We are not obligated to make any sales under the Sales Agreement and no assurance

can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will sell,

or the dates on which any such sales will take place.

We have provided B.

Riley with customary indemnification rights.

The foregoing description

of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of

which is filed as Exhibit 10 to this Annual Report.

During the three months and the year ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

Amended and Restated Employment Agreement

On April 7, 2026, the Company entered into an amended and restated employment agreement with Desmond Wheatley, the Company’s Chief Executive Officer (the “Amended Employment Agreement”).

The Amended Employment Agreement extends the term of Mr.

Wheatley’s employment through December 31, 2028.

The Amended Employment Agreement otherwise continues the current terms and conditions of Mr.

Wheatley’s employment.

A copy of the Amended Employment Agreement is filed as Exhibit 10 to this Annual Report on Form 10 -K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth

information about our directors and executive officers as of December 31, 2024:

The following table sets forth information about our directors and executive officers as of December 31, 2025 :

Desmond Wheatley

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56 Chief Financial Officer

Chief Operating Officer

Anthony Posawatz

George Syllantavos

Below is a summary of the business experience

of each of our executive officers and directors:

Desmond Wheatley

has served as our president, chief operating officer, and secretary since September 2010.

Wheatley was appointed chief executive officer

and director in August 2011, and he became the chair of our board of directors in December 2016.

He is an inventor of the EV ARC™,

BeamTrak™, UAV ARC™ and EV Standard™.

Wheatley has two decades of senior international management experience in

technology systems integration, energy management, communications and renewable energy.

Below is a summary of the business experience of each of our executive officers and directors:

Desmond Wheatley has served as our president, chief operating officer, and secretary since September 2010.

Wheatley was appointed chief executive officer and director in August 2011, and he became the chair of our board of directors in December 2016.

He is an inventor of the EV ARC™, BeamTrak™, BeamFlight™, BeamSpot™ and several other patented inventions which differentiate our products.

Wheatley has two decades of senior international management experience in technology systems integration, energy management, communications and renewable energy.

Prior to joining Beam Global, Mr.

a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC,

a Dubai based alternative energy and technology systems integration company from 2007 to 2009.

Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC, a Dubai-based alternative energy and technology systems integration company from 2007 to 2009.

From 2000 to 2007, Mr.

Wheatley held a

variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities,

with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ:

WFII now KTOS)),

then the largest independent security and energy management systems integrator in the United States.

Wheatley held a variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities, with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ:

WFII now KTOS)), then the largest independent security and energy management systems integrator in the U.S..

Prior to forming ENS in 2002, Mr.

Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in

Washington DC on behalf of major wireless service providers.

Wheatley’s teams led turnkey deployments of thousands of cellular

sites and designed and deployed broadband wireless networks in many MTAs across the United States.

Wheatley has founded, funded, and

operated four profitable start-up companies and was previously engaged in merger and acquisition activities.

Wheatley evaluated acquisition

opportunities, conducted due diligence and raised commitments of $500 million in debt and equity.

Lisa Potok has

served as our chief financial officer since December 2023.

Potok served as chief financial officer, treasurer, and secretary of Nice

North America LLC from 2022 to 2023.

Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers.

Wheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the U.S.

Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition activities.

Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500 million in debt and equity.

Lisa Potok has served as our chief financial officer since December 2023.

Potok served as chief financial officer, treasurer, and secretary of Nice North America LLC from 2022 to 2023.

Prior to that, Ms.

Potok held positions as the vice president of global finance, investor relations

and M&A for Newegg Inc.

Potok held positions as the vice president of global finance, investor relations and M&A for Newegg Inc.

NEGG) during 2021, vice president of global finance at Club Demonstration Services, (NASDAQ:

from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.’s

Provide Commerce division (NASDAQ:

ADV) from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.’s Provide Commerce division (NASDAQ:

FTD) from 2016 to 2019.

Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale

College, and a Master of Business Administration from The Paul Merage School of Business at the University of California.

Mark Myers has

served as our Chief Operating Officer since January 2024.

Prior to joining Beam Global, Mr.

Myers was the Senior Director of Operations

of Bilstein of America, a wholly owned subsidiary of thyssenkrupp (traded on Frankfurt Stock Exchange:

TKA) from 2021 to 2024, leading

manufacturing, supply chain, distribution, and quality for high-quality aftermarket shock absorbers and suspension systems.

Prior to that,

he was the Director of Manufacturing Operations for General Atomics Electromagnetic Systems from 2010 to 2021, a Management Consultant

at McKinsey & Co.

from 2007 to 2010 and served as a Nuclear Navy Officer for the United States Navy from 1998 - 2006.

a Master of Science in Executive Leadership from the University of San Diego, Master of Science in Engineering Management from Old Dominion

University and a Bachelor of Science in Naval Architecture and Marine Engineering from the Webb Institute.

Anthony Posawatz

has served as a director of the Company since February 2016.

He currently serves on our lead director and is a member of Compensation,

Nominating and Governance and Equity Oversight Committees.

Posawatz has been an automotive industry professional for over 40 years

and over 30 years in an executive capacity.

He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus

He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to

Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale College, and a Master of Business Administration from The Paul Merage School of Business at the University of California.

Anthony Posawatz has served as a director of the Company since February 2016.

He currently serves as our lead director and is a member of Compensation, Nominating and Governance and Equity Oversight Committees.

Posawatz has been an automotive industry professional for over 40 years and over 30 years in an executive capacity.

He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus iCAR LLC.

He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to August 2013.

Posawatz worked for General Motors (“GM”) for more than 30 years.

As GM’s vehicle line director for

the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept

to production launch in 2010.

As GM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept to production launch in 2010.

He currently serves on the boards of Zapp EV (NASDAQ:

1 unchanged sentence

Posawatz is a licensed professional engineer (P.

E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State

University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School

of Business where he earned a Master of Business Administration degree.

has served as director of the Company since December 2023.

She currently serves on our Audit, Compensation, Nominating and Governance

and Equity Oversight Committees.

E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree.

Judy Krandel has served as director of the Company since December 2023.

She currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees.

Krandel currently serves as the CFO of Nephros, Inc (NASDAQ:

since November 2023.

served as the Chief Financial Officer of Recruiter.com Group, Inc.

Krandel served as the Chief Financial Officer of Recruiter.com Group, Inc.

RCRT) from June 2020 to September 2023.

From November 2016

until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc.

March 2012 until November 2016, Mrs.

From November 2016 until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc.

From March 2012 until November 2016, Mrs.

Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund.

spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities.

In the past, she

had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ:

PALT) and Cynergistek in the digital media and

healthcare cybersecurity industries.

She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree

in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting.

George Syllantavos

has served as director of the Company since December 2023.

He currently serves on our Audit, Compensation, Nominating and Governance and

Equity Oversight Committees.

Krandel spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities.

In the past, she had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ:

PALT) and Cynergistek in the digital media and healthcare cybersecurity industries.

She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting.

George Syllantavos has served as director of the Company since December 2023.

He currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees.

My Syllantavos has served as the Founder, Co-CEO and CFO of Stellar V Capital Inc.

since September 2022.

Syllantavos is a member of the Board of Directors, member and chairman of the Audit Committee, member of the Compensation Committee,

and member of the Nominating Committee of Cepton Inc.

CPTN) since February 2022, and Non-Executive Director of SevenSeas Investment

Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013.

Syllantavos is a Non-Executive Director of SevenSeas Investment Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013.

Previously, Mr.

Syllantavos was

the Founder, co-CEO and CFO of Growth Capital Acquisition Corp.

GCAC) from May 2020 to February 2022, has served as a board member

and the Chair of the audit committee of ITHAX Acquisition Corp.

ITHX) February 2021 to July 2022 and has served as a board member

of Phunware Inc.

Syllantavos was the Founder, co-CEO and CFO of Growth Capital Acquisition Corp.

GCAC) from May 2020 to February 2022, has served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp.

ITHX) February 2021 to July 2022 and has served as a board member of Phunware Inc.

PHUN) from December 2018 to December 2021.

Syllantavos holds a bachelor’s degree in industrial engineering

from Roosevelt University in Chicago, IL and a Masters of Business Administration in Operations Management, International Finance and

Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL.

Each executive officer serves

at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or

her earlier resignation or removal.

Syllantavos holds a bachelor’s degree in industrial engineering from Roosevelt University in Chicago, IL and a Masters of Business Administration in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL.

Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

There are no family relationships among any of our directors or executive officers.

Director Experience, Qualifications, Attributes

We believe that the backgrounds and qualifications

of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill

its responsibilities.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

We believe that our Board is composed of a group of leaders in their respective fields.

All of the current directors

have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding

of different business processes, challenges and strategies facing other companies.

Further, our directors also have other experiences

that make them valuable members and provides insight into issues relevant to the Company.

following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the

Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on

Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August

2011 and president since September 2010.

Wheatley has held numerous executive positions in international organizations including five

years as president of a publicly traded technology and energy management company.

Wheatley was the founding member of an international

consulting company with expertise in the renewable and energy sectors.

He has held various executive level positions in multiple infrastructure

deployment companies and has been involved in energy management and renewables since 2002.

Wheatley also provides the Board of Directors

with significant corporate finance experience.

provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies

and leading the development of several electric vehicle products including GM’s Chevrolet Volt.

Krandel provides leadership and industry

experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies.

Krandel’s experience in investment management provides the company with additional expertise in capital markets and investor

provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial

officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology.

also brings on experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes

his corporate governance experience pursuant to his service on the Board of a number of public companies.

All of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing other companies.

Further, our directors also have other experiences that make them valuable members and provide insight into issues relevant to the Company.

The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on our Board:

Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August 2011 and president since September 2010.

Wheatley has held numerous executive positions in international organizations including five years as president of a publicly traded technology and energy management company.

Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors.

He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002.

Wheatley also provides the Board of Directors with significant corporate finance experience.

Posawatz provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development of several electric vehicle products including GM’s Chevrolet Volt.

Krandel provides leadership and industry experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies.

Krandel’s experience in investment management provides the company with additional expertise in capital markets and investor relations.

Syllantavos provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology.

Syllantavos also brings on experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes his corporate governance experience pursuant to his service on the Board of a number of public companies.

Director Independence

Our Board of Directors currently

consists of four directors.

Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards

and the NASDAQ Capital Market criteria.

In accordance with the standards of the NASDAQ Capital Market, these directors are considered

“independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000

of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period

during the past three years.

Furthermore, they have no family members being paid compensation by the Company, and they do not serve as

directors or officers of any companies that conduct business with the Company as outside vendors or service providers.

We plan to appoint

additional independent directors to our board of directors in the future.

Board Leadership Structure and Role in Risk Oversight

of Directors focuses on the most significant risks facing us and our general risk management strategy and also ensuring that risks undertaken

by us are consistent with the Board’s appetite for risk.

While the Board oversees our company’s risk management, management

is responsible for day-to-day risk management processes.

We believe this division of responsibilities is the most effective approach

for addressing the risks facing us and that our Board leadership structure supports this approach.

Board Diversity

The following matrix discloses, as of December

31, 2024, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule

BOARD DIVERSITY MATRIX AS OF DECEMBER 31, 2024

Total Number of Directors

Demographic Background

Our Board of Directors currently consists of four directors.

Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards and the NASDAQ Capital Market criteria.

In accordance with the standards of the NASDAQ Capital Market, these directors are considered “independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period during the past three years.

Furthermore, they have no family members being paid compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company as outside vendors or service providers.

We plan to appoint additional independent directors to our board of directors in the future.

Board Committees

of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight

Our Board of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight committee.

The composition and responsibilities of each of the committees of our Board of Directors are described below.

Members serve

on these committees until their resignation or until otherwise determined by our Board of Directors.

Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee .

Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the

Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Judy Krandel is the Chairman

of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of

the Audit Committee.

The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered

public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles.

Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors

and independent public accountants, including their recommendations to improve the system of accounting and internal controls.

Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship

that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated

financial statements and generally accepted accounting principles.

The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Judy Krandel is the Chairman of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of the Audit Committee.

The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles.

The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls.

The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles.

The charter of the Audit Committee is available on our website at www.beamforall.com.

Compensation Committee .

The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers

and recommends to the Board stock option grants for our executive officers.

George Syllantavos is the Chairman of the Compensation Committee,

and Anthony Posawatz and Judy Krandel and are the other directors who are members of the Compensation Committee.

Each of the members is

independent under NASDAQ’s independence standards for compensation committee members.

Our chief executive officer often makes recommendations

to the Compensation Committee and the Board concerning the compensation of other executive officers.

The Compensation Committee seeks

input on certain compensation policies from the chief executive officer.

The charter of the Compensation Committee is available on our

website at www.beamforall.com.

Nominating and Governance

The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company

and the nomination of members of the Board and committees thereof.

Anthony Posawatz is the Chairman of the Nominating and Governance Committee,

and George Syllantavos and Judy Krandel are the other director members of the Committee.

Each of the members is independent under NASDAQ’s

independence standards.

The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants for our executive officers.

George Syllantavos is the Chairman of the Compensation Committee, and Anthony Posawatz and Judy Krandel and are the other directors who are members of the Compensation Committee.

Each of the members is independent under NASDAQ’s independence standards for compensation committee members.

Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning the compensation of other executive officers.

The Compensation Committee seeks input on certain compensation policies from the chief executive officer.

The charter of the Compensation Committee is available on our website at www.beamforall.com.

Nominating and Governance Committee .

The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof.

Anthony Posawatz is the Chairman of the Nominating and Governance Committee, and George Syllantavos and Judy Krandel are the other director members of the Committee.

Each of the members is independent under NASDAQ’s independence standards.

The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com.

1 unchanged sentence

The Equity Oversight Committee is responsible for matters related to the offering of securities of the Company.

Anthony Posawatz, George

Syllantavos, and Judy Krandel are members of the Equity Oversight Committee.

Board Meetings and Director Communications

In 2024, the Board of Directors held 3 meetings

and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the

period for which such person has been a director and (ii) the total number of meetings held by all committees of the Board of Directors

on which such person served during the periods that he or she served as a director.

Although we have no formal policy regarding director

attendance at annual meetings of stockholders, we encourage all directors to attend such meetings.

Stockholders and other interested parties may

communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary, addressed

to the intended recipient and care of the Corporate Secretary.

The Corporate Secretary will review all incoming stockholder communications

(except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route

such communications as appropriate to member(s) of the Board of Directors.

For a more detailed description of stockholder communications,

see “Communications with Our Board of Directors.”

Considerations in Evaluating Director

Our nominating

and governance committee uses a variety of methods for identifying and evaluating director nominees.

In its evaluation of director candidates,

our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our

Board of Directors and the respective committees of our Board of Directors.

Some of the qualifications that our nominating and governance

committee considers include, without limitation:

issues of character, integrity, and judgment;

independence;

diversity, including diversity

of experience;

experience in corporate management, operations, finance, business development, and mergers and acquisitions;

relevant to the Company’s industry;

experience as a board member or executive officer of another publicly held company;

and any other relevant qualifications, attributes, or skills.

Nominees also must have the ability to offer advice and guidance

to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the

companies or institutions with which they are affiliated.

Director candidates must have sufficient time available in the judgment of

our nominating and governance committee to perform all Board of Directors’ responsibilities and responsibilities of those committees

on which they serve.

of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings.

Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee

may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders.

of our nominating and governance committee is to consider properly submitted stockholder recommendations for candidates for membership

on the Board.

In evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth

After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full

Board of Directors the director nominees for selection.

our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should

be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences.

In making determinations

regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints.

Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee

Anthony Posawatz, George Syllantavos, and Judy Krandel are members of the Equity Oversight Committee.

Code of Business Conduct and Ethics

adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief

Executive Officer, Chief Financial Officer and other executive and senior financial officers.

A copy of our Code of Business Conduct

and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.”

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

A copy of our Code of Business Conduct and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.”

Board Leadership Structure

has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board

or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee.

believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate

leadership for the Company.

At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer,

along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this

The combined role fosters open communication between the Board and management team, provides both groups with unified leadership

and promotes efficient development and execution of the Company’s strategic plan.

The board appointed Anthony Posawatz as its lead

independent director on April 16, 2021.

The independent

directors meet as frequently as they desire, but at least once per year, in an executive session.

The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee.

The Board believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company.

At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time.

The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan.

The board appointed Anthony Posawatz as its lead independent director on April 16, 2021.

The independent directors meet as frequently as they desire, but at least once per year, in an executive session.

Board ’ s Role in Risk Oversight

to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the

Company’s risks.

The Board of Directors focuses on the most significant operational risks facing our Company related to our business,

assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related

Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate

for the Company and the achievement of its business objectives and strategies.

The Board of Directors recognizes that risk management

and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically.

In addition to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks.

The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk.

Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies.

The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically.

The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid

to our non-employee directors during the year ended December 31, 2024.

Directors who are also our employees receive no additional compensation

for their service as a director.

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2025.

Directors who are also our employees receive no additional compensation for their service as a director.

During the year ended December 31, 2025, Mr.

Wheatley, our current President and Chief Executive Officer,

was an employee.

Wheatley, our current President and Chief Executive Officer, was an employee.

Compensation for Mr.

Wheatley is discussed in “Executive Compensation.”

Fees Earned or Paid in Cash (1)

Restricted Stock

Fees Earned or

Paid in Cash (1)

Anthony Posawatz

Peter Davidson

George Syllantavos

Represents the cash quarterly

retainer and the meeting attendance fees earned by the non-employee directors.

Represents the cash quarterly retainer and the meeting attendance fees earned by the non-employee directors.

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director received a quarterly

cash retainer of $15,000 for serving on our Board of Directors.

The retainer is payable in arrears, subject to such director’s continued

service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter.

Each non-employee director received a quarterly cash retainer of $15,000 for serving on our Board of Directors.

The retainer is payable in arrears, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter.

In addition, each non-employee director receives an additional amount based on the committee position held per quarter as follows:

$10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair.

All directors are reimbursed for reasonable expenses

incurred in connection with attendance at board or committee meetings.

(i) $10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings.

Equity Compensation

In January of each year, each

non-employee director are granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily

closing price of our common stock for the preceding month and rounded up to the nearest 100.

The restricted common stock vests quarterly

in four (4) equal installments.

In January of each year, each non-employee director is granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily closing price of our common stock for the preceding month and rounded up to the nearest 100.

The restricted common stock vests quarterly in four (4) equal installments.

Insider Trading Policy

We have adopted an Insider

Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other

dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant

to the Insider Trading Policy), or by us.

Such policies and procedures are reasonably designed to promote compliance with insider trading

laws, rules and regulations, and any listing standards applicable to us.

A copy of our Insider Trading Policy is filed as an Exhibit to

this annual report on Form 10-K.

We have adopted an Insider Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant to the Insider Trading Policy), or by us.

Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

A copy of our Insider Trading Policy is filed as an Exhibit to this annual report on Form 10-K.

In addition, it is our practice to comply with applicable laws and regulations relating to insider trading.

Delinquent Section 16(a) Reports

Section 16(a)

of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes

in ownership with the SEC.

Based upon a review of filings with the SEC and/or written representations that no other reports were required,

we believe, except as set forth below, that all reports for the Company’s officers and directors that were required to be filed

under Section 16 of the Exchange Act were timely filed in 2024:

· Form 3 reporting the initial securities ownership of Mark Myers for shares granted in January 2024.

· Form 4 reporting stock award granted to Mark Myers in January 2024.

Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC.

Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe, except as set forth below, that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2025:

Judy Krandel, George Syllantavos, and Anthony Posawatz, the Company Directors, filed late Form 4s reporting restricted stock awards granted to each on January 2, 2025, which were reported on January 31, 2025.

Desmond Wheatley, the Company’s Chief Executive Officer, filed two late Forms 4 reporting (i) stock awards granted to him and the withholding of a portion of those awards on February 1 and February 28, 2025, which were reported on March 14, 2025, and (ii) a stock award granted to him and the withholding of a portion of that award on June 4, 2025, which was reported on June 9, 2025.

George Syllantavos, the Company's Director, filed a late Form 4 reporting stock sold on September 10, 2025 which was reported on September 17, 2025.

EXECUTIVE COMPENSATION.

The following table sets forth

all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended December 31, 2024

and 2023 to (i) each person who served as the Company’s chief executive officer during fiscal 2024, (ii) the two most highly

compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2024 and whose

total compensation for such year exceeded $100,000, and (iii) up to two additional individuals for whom disclosures would have been provided

in this table but for the fact that such persons were not serving as executive officers as of the end of 2024 (sometimes referred to collectively

as the “Named Executive Officers”).

The following table sets forth all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended December 31, 2025 and 2024 to (i) each person who served as the Company’s chief executive officer during fiscal 2025 , (ii) the two most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2025 and whose total compensation for such year exceeded $100,000, and (iii) up to two additional individuals for whom disclosures would have been provided in this table but for the fact that such persons were not serving as executive officers as of the end of 2025 (the “Named Executive Officers”).

Incentive Plan

Name and Principal Position

Deferred Compensation

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan

Compensation ($)

All Other Compensation

Desmond Wheatley

400,000 - 400,000 827,305 - - 537,403

President and Chief

384,616 - 400,000 - - - 264,317

Executive Officer

310,000 - 155,000 - - - - 465,000

Chief Financial Officer

298,702 - 155,000 - - - - 453,702

Mark Myers ( 2 )

225,478 - 90,000 - - - 315,478

Chief Operating Officer

Sandra Peterson

VP of Sales and Marketing

231,369 - 90,000 - 223,500 - - 544,869

Officers as a Group

Wheatley’s all other compensation reflects RSA’s and RSU’s vested.

Peterson’s all other compensation reflects commission income.

Peterson resigned from the company as of December 31, 2024.

935,478 - 645,000 827,305 - - 537,403 2,945,186

1,131,469 - 645,000 - 461,000 - 413,672 2,651,141

All other compensation reflects RSAs and RSUs vested.

Myers resigned from the company as of October 29, 2025

Executive Employment Arrangements

Desmond Wheatley.

9, 2021, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley,

the Company’s president and Chief Executive Officer.

The Employment Agreement amends and restates Mr.

Wheatley’s prior employment

agreement effective as of January 1, 2016, and as amended on July 24, 2018.

The Employment Agreement is on substantially the same terms

and conditions as Mr.

Wheatley’s prior employment agreement and extends the term of the Employment Agreement to December 31, 2025.

Pursuant to the Employment Agreement, on April 1, 2021, the Company granted Mr.

Wheatley 2,806 shares of restricted common stock.

percent of the shares of restricted common stock vest in three (3) equal quarterly installments at the end of each calendar quarter following

the grant date.

The remaining fifty percent of the restricted stock vest in eleven (11) equal amounts at the end of each calendar quarter

following the grant date.

In addition, on January 1, 2022, the Company granted Mr.

Wheatley 7,436 shares of restricted common stock equal

to $150,000 based on the closing price of the Company’s common stock on such date.

Fifty percent of the shares of restricted stock

vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date.

The remaining fifty percent

of the restricted stock vest in twelve (12) equal amounts at the end of each calendar quarter following the grant date.

On November 10, 2022, the

Board approved a stock grant under the Company’s 2021 Equity Incentive Plan, consisting of (i) a one-time grant of 142,500 restricted

stock units (“RSUs”) and (ii) a target number of 142,500 performance restricted stock units (“PRSUs”) to further

incentivize and align Mr.

On April 7, 2026, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley, the Company’s president and Chief Executive Officer, to amend and restate Mr.

Wheatley’s prior employment agreement.

The Employment Agreement is on substantially the same terms and conditions as Mr.

Wheatley’s prior employment agreement, which was entered into as of January 1, 2016, and amended restated on February 9, 2022.

The Employment Agreement extends the term of the Employment Agreement to December 31, 2028 and reflects Mr.

Wheatley’s current annual cash compensation of $400,000 and his current target bonus of 100% of his annual cash compensation.

On November 10, 2022, the Board approved a stock grant to Mr.

Wheatley under the Company’s 2021 Equity Incentive Plan, consisting of (i) a one -time grant of 142,500 restricted stock units (“RSUs”) and (ii) a target number of 142,500 performance restricted stock units (“PRSUs”) to further incentivize and align Mr.

Wheatley’s interest with the Company.

For the RSUs, 50% vested upon the grant date, 25% will vest on February

1, 2024 and 25% will vest on February 1, 2025.

The PRSUs are tied to three year revenue and gross margin goals for the company and will

vest upon determination of performance by the Compensation Committee during January or February 2025.

On December 15, 2022, the Board

approved an increase in Mr.

Wheatley’s annual cash compensation from $300,000 to $400,000 and his target bonus was increased from

25% to 100% of his base pay effective January 1, 2022.

Company’s Chief Financial Officer, and the Company agreed to an offer letter dated November 10, 2023, whereby the Company agreed

For the RSUs, 50% vested upon the grant date, 25% vested on February 1, 2024 and 25% vested on February 1, 2025.

The PRSUs were tied to three -year revenue and gross margin goals for the company and vested upon determination of performance by the Compensation Committee.

The number of shares issued under the PSUs were determined based on the achievement of performance metrics specific to the Company that were measured at the end of fiscal year 2024.

The fair value of both the RSUs and PSUs were based on the stock price of $13.05 per share on the date of grant.

The PSUs were further reviewed to determine estimated performance over the term and then a factor was applied ranging from 0% to 150% of the grant date fair value.

As of December 31, 2024, the PSUs vested at the “maximum” three -year cumulative revenue payout of 150% and the “threshold” three -year average gross margin of 75%, resulting in the issuance of an additional 44,531 shares of common stock for a total of 187,031 shares granted under the PSU.

Potok, the Company’s Chief Financial Officer, and the Company agreed to an offer letter dated November 10, 2023, whereby the Company agreed to pay Ms.

Potok an annual salary of $310,000 per year.

Potok is eligible for an annual bonus up to 50% of her base salary subject

to performance metrics established by the Company.

Potok’s appointment as its Chief Financial Officer, the Company also

Potok an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price equal to $5.50 which

vests over a four-year period.

Sandra Peterson.

the Company’s former VP of Sales and Marketing, and the Company agreed to an offer letter dated December 16, 2019 whereby the Company

agreed to pay Ms.

Peterson an annual salary of $195,000 per year.

Peterson is eligible for an annual bonus up to 20% of her base salary

subject to performance metrics established by the Company as well as commission compensation equal to one half percent of the total, or

portion of the total sales price actually received by the Company of any sale of our products after achieving an annual target of $10,000,000

Peterson’s appointment, the Company also granted Ms.

Peterson an option to purchase up to 49,104 shares of

the Company’s common stock at an exercise price equal to $4.57 which vested over a four-year period.

The Company additionally granted

Peterson 50,000 shares of the Company’s common stock on Jan 2, 2024, at an exercise price equal to $6.31 which vests over a

four-year period.

Peterson resigned from the Company effective as of December 31, 2025.

Company’s Chief Operating Officer, and the Company agreed to an offer letter dated December 19, 2023, whereby the Company agreed

Myers an annual salary of $250,000 per year.

Myers was eligible for an annual bonus up to 50% of his base salary subject

to performance metrics established by the Company.

Myers’s appointment as its Chief Operating Officer, the Company also

Myers an option to purchase up to 50,000 shares of the Company’s common stock at an exercise price equal to $5.90 which

vests over a four-year period.

Potok is eligible for an annual bonus up to 50% of her base salary subject to performance metrics established by the Company.

Potok’s appointment as its Chief Financial Officer, the Company also granted Ms.

Potok an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price equal to $5.50 which vests over a four -year period.

Severance and Change in Control Agreements

Wheatley’s employment agreement with

the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than

mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.

On February 9, 2021, the Board

adopted a Change in Control Severance Benefit Plan.

The Plan provides severance benefits to eligible participants upon selected terminations

of service in connection with a change of control of the Company.

The Plan provides that upon termination of service of a participant

by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three (3) months prior

to or twelve (12) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of

certain other requirements, the participant may receive certain (i) cash severance payments;

Wheatley’s employment agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.

On February 9, 2021, the Board adopted a Change in Control Severance Benefit Plan.

The Plan provides severance benefits to eligible participants upon selected terminations of service in connection with a change of control of the Company.

The Plan provides that upon termination of service of a participant by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three ( 3 ) months prior to or twelve ( 12 ) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of certain other requirements, the participant may receive certain (i) cash severance payments;

(ii) bonus severance payments;

insurance premium payments;

(iii) health insurance premium payments;

or (iv) acceleration of vesting of outstanding options or other equity awards as provided in the Plan.

Company’s Chief Financial Officer, Lisa Potok, the Company’s VP of Sales and Marketing, and the Company’s Chief Operating

Officer, Mark Myers, are participants under the Plan.

The Company’s Chief Financial Officer, Lisa Potok is a participant under the Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets

forth information regarding outstanding stock options held by our named executive officers as of December 31, 2024.

The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2025 .

Option Awards

Name and Principal Position

Number of securities underlying unexercised options (#) exercisable (1)

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

Option expiration date

exercisable ( 1 )

unexercisable

Desmond Wheatley

87,000 - 7.50 10/17/2026

President and Chief Executive Officer

39,479 35,521 ( 2 ) 5.50 12/4/2033

Chief Financial Officer

22,673 27,327 ( 3 ) 5.90 1/27/2026

Chief Operations Officer

Sandra Peterson

VP of Sales and Marketing

Stock options to purchase our common stock were granted pursuant to our 2021 Stock Incentive Plan except for Ms.

Peterson’s grant of 49,104 options and Mr.

Stock options to purchase our common stock were granted pursuant to our 2021 Stock Incentive Plan except for Mr.

Wheatley’s grant of 87,000 options, which was granted pursuant to our 2011 Equity Incentive Plan.

1,563 of these stock options vest monthly and will be fully vested on November 30, 2027.

1,042 of these stock options vest monthly and will be fully vested on December 31, 2027.

Peterson resigned from the company as of December 31, 2024 and her stock options expire on 12/31/2025.

Myers resigned from the company as of October 29, 2025 and his stock options expired on January 27, 2026.

Equity Benefit and Stock Plans

Stock Incentive Plan

On August 10, 2011, in order to provide an incentive

to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a

sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted

the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided in the 2011

Plan for a total of 30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and

other service providers.

Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section 422

of the Code and non-qualified stock options.

The 2011 Plan is administered by our Board of Directors until such time as such authority

has been delegated to a committee of the Board of Directors.

On August 10, 2011, in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided in the 2011 Plan for a total of 30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and other service providers.

Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options.

The 2011 Plan is administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors.

The 2011 Plan was ratified by our shareholders in 2012 and expired in 2021.

On June 9, 2021, the Company’s stockholders

approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s

common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to

the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan.

The number of shares reserved for issuance under

the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate

number of outstanding shares of the Company’s common stock as of the preceding December 31, or a lesser number as may be determined

by our board of directors or compensation committee.

We provide the following discussion of the

timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K.

Equity awards are discretionary, and our Compensation Committee did not take material nonpublic information into account when determining

the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the

purpose of affecting the value of executive compensation.

On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan.

The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company’s common stock as of the preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee.

We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402 ( x ) of Regulation S-K.

Equity awards are discretionary, and our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Incentive Plan Awards

From January 1, 2024 through

December 31, 2024, the Company granted a total of 358,700 stock options under the 2021 Plan, which were granted to 76 of its employees.

The following table sets forth

certain information regarding our 2011 and 2021 Plan as of December 31, 2024:

Number of Securities to be issued upon exercise of outstanding stock options

Weighted-average exercise price of outstanding stock options

Number of securities remaining available for future issuance under equity compensation plans

Limitation of Liability and Indemnification

Under Nevada General Corporation

Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders for monetary

damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.” This provision

does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a

knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised Statutes.

This provision

would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our articles of

incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder’s derivative suits on behalf of

Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting

from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (ii) above.

This provision does

not limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in

the event of a breach of a director’s or officer’s duty of care.

Nevada General Corporation Law grants corporations the right

to indemnify their directors, officers, employees and agents in accordance with applicable law.

Our bylaws provide for indemnification

of such persons to the full extent allowable under applicable law.

These provisions will not alter the liability of the directors under

federal securities laws.

We intend to enter into agreements to indemnify

our directors and officers, in addition to the indemnification provided for in our bylaws.

These agreements, among other things, indemnify

our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by

any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person’s

services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person

provides services at the request of Beam Global.

We believe that these provisions and agreements are necessary to attract and retain qualified

directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions,

Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

From January 1, 2025 through December 31, 2025 , the Company granted a to tal of 224,500 stock options under the 2021 Plan, which were granted to 58 of its employees.

The following table sets forth certain information regarding our 2011 and 2021 Plan as of December 31, 2025 :

available for

upon exercise

exercise price

future issuance

of outstanding

stock options

compensation plans

737,450 $5.33 3,928,688

Limitation of Liability and Indemnification Matters

Under Nevada General Corporation Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.” This provision does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised Statutes.

This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our articles of incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder’s derivative suits on behalf of Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (ii) above.

This provision does not limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s or officer’s duty of care.

Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.

Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law.

These provisions will not alter the liability of the directors under federal securities laws.

We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws.

These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person’s services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person provides services at the request of Beam Global.

We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions, Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets

forth information regarding beneficial ownership of our common stock as of March 28, 2025 by:

(1) each person or group of affiliated persons known by us to be the

beneficial owner of more than 5% of our common stock;

The following table sets forth information regarding beneficial ownership of our common stock as of April 7, 2026 by:

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

each of our named executive officers;

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all of our executive officers and directors as a group.

We have determined beneficial

ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other

Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment

power with respect to all shares that they beneficially own, subject to community property laws where applicable.

To our knowledge, no

person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the

close of business on March 28, 2025.

Under SEC rules, the calculation

of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both

outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that

person that are currently exercisable or exercisable within 60 days of March 28, 2025.

Shares subject to those options or warrants for

a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock on 15,043,048 shares of our common stock outstanding as of March 28, 2025.

Unless otherwise indicated,

the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.

To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on April 7, 2026.

Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 7, 2026.

Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock on 21,136,983 shares of our common stock outstanding as of April 7, 2026.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121.

Number of Shares

Percent of Shares

Name of Beneficial Owner

Number of Shares Beneficially Owned

Percent of Shares Outstanding

Beneficially Owned

Named Executive Officers, Directors and Director Nominees:

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Lisa Potok (2)

Sandra Peterson (3)

Mark Myers (4)

Anthony Posawatz (3)

Peter Davidson (6)

Judith Krandel (7)

Judy Krandel (4)

George Syllantavos (5)

All current executive officers and directors as a group (5 persons) (6)

5% Stockholders:

Represents beneficial ownership of less than 1%

of the outstanding shares of our common stock.

Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

Wheatley is our President, Chief Executive Officer and Chairman of our Board of Directors.

His beneficial ownership consists of 87,000 shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

His beneficial ownership includes 87,000 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 7, 2026.

Potok is our Chief Financial Officer.

Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

Peterson was our VP of Sales and Marketing.

Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable by December 31, 2025.

Peterson resigned from the company as of December 31, 2024.

Myers is our Chief Operating Officer.

His beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

Her beneficial ownership consists of 145,313 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 7, 2026.

Posawatz serves as a member of our Board of Directors.

His beneficial ownership consists of 130,534 shares that have been issued pursuant to RSAs.

Davidson serves as a member of our Board of Directors.

His beneficial ownership consists of 63,190 shares that have been issued pursuant to RSAs.

His beneficial ownership consists of 202,111 shares that have been issued pursuant to RSAs and subject to vesting.

Krandel serves as a member of our Board of Directors.

Her beneficial ownership consists of 61,442 shares that have been issued pursuant to RSAs.

Her beneficial ownership consists of 133,019 shares that have been issued pursuant to RSAs and subject to vesting.

Syllantavos serves as a member of our Board of Directors.

His beneficial ownership consists of 61,206 shares that have been issued pursuant to RSAs.

Beneficial ownership consists of 132,834 shares of common stock subject

to options exercisable within 60 days of March 28, 2025, in each case beneficially owned by our current executive officers and directors.

His beneficial ownership consists of 112,083 shares that have been issued pursuant to RSAs and subject to vesting.

Beneficial ownership consists of 232,313 shares of common stock subject to options exercisable within 60 days of April 7, 2026, in each case beneficially owned by our current executive officers and directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

In addition to the director and executive officer compensation arrangements

and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive

Compensation,” since January 1, 2022, we have not been a party to any transactions in which the amount involved exceeded

or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock,

or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in

“Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.

In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2024, we have not been a party to any transactions in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in “Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.

Policies and Procedures for Related Party Transactions

Our audit committee charter

states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction

between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed or will exceed the lesser of

(i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which a related

person has or will have a direct or indirect interest.

Our audit committee has adopted policies and procedures for review of, and standards

for approval of, such a related party transaction.

For purposes of these policies and procedures, a related person is defined as an executive

officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our

common stock, in each case since the beginning of the most recently completed year.

Prior to the creation of our audit committee, our

full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest.

It is our intention to ensure that all future transactions

between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board

of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which a related person has or will have a direct or indirect interest.

Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction.

For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% of our common stock, in each case since the beginning of the most recently completed year.

Prior to the creation of our audit committee, our full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest.

It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth

all fees accrued or paid for audit and tax fees for the years ended December 31, 2024, and 2023:

The following table sets forth all fees accrued or paid for audit and tax fees for the years ended December 31, 2025 and 2024:

Year Ended December 31,

2 unchanged sentences

All Other Fees

(1) Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated

financial statements, including audited financial statements and services that are normally provided by the independent registered public

accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

(2) Audit Related Fees consist of professional services related to issuance

of consent letters.

Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit Related Fees consist of professional services related to issuance of consent letters.

Pre-approval Policy .

Under our audit

committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is

required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in

order to ensure that the provision of such services does not impair the public accountants’ independence.

In the years ended

December 31, 2024 and 2023, all fees identified above under the captions “Audit Fees,” and “All Other Fees”

that were billed and were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31,

2024, there were no other professional services provided by Marcum LLP, other than those listed above, that would have required our audit

committee to consider their compatibility with maintaining the independence of Marcum LLP.

Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence.

In the years ended December 31, 2025 and 2024, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed and were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31, 2025, there were no other professional services provided by CBIZ, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of CBIZ.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Financial Statements

The financial statements required

by this item are submitted in a separate section beginning on page F-1 of this annual report.

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this annual report.

Financial Statement Schedules

The following exhibits are included

with this filing:

The following exhibits are included with this filing:

Incorporated by Reference

13 unchanged sentences

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Form of Investor Warrant

Warrant Agency Agreement by and between Envision Solar International, Inc.

and Corporate Stock Transfer, Inc.

Form of Representative Warrant

Form of Warrant issued to bridge lender on August 27, 2018

Form of Warrant for Bridge Refinance Convertible Secured Promissory Note

Opinion of Weintraub Tobin Chediak Coleman Grodin

2011 Stock Incentive Plan of Envision Solar International, Inc., dated as of August 10, 2011

4 unchanged sentences

2021 Beam Global Equity Incentive Plan

Common Stock Purchase Agreement

Registration Rights Agreement

Restricted Stock Unit Award Agreement

2 unchanged sentences

Offer Letter to Lisa Potok dated November 15, 2023

Offer Letter to Mark Myers dated December 19, 2023

Departure of VP of Sales Sandra Peterson Dated October 1, 2024

Amended and Restated Lease Agreement dated February 1, 2024

3 unchanged sentences

dated as of April 11, 2025

Lease Extension Agreement dated January 26, 2026

Amended and Restated Employment Agreement with Desmond Wheatly dated April 7, 2026

Beam Global Insider Trading Compliance Policy

List of Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.)

Consent of Independent Registered Public Accounting Firm (Marcum LLP)

Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1 )

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

10 unchanged sentences

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

* Indicates a management contract or compensatory

plan or arrangement

* Indicates a management contract or compensatory plan or arrangement

FORM 10-K SUMMARY

1 unchanged sentence

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (Marcum LLP PCAOB ID 0 688 )

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2025 (CBIZ CPAs P.C PCAOB ID 199 )

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2024 (Marcum LLP PCAOB ID 0688) F-3

Balance Sheets at December 31, 2025 and 2024

3 unchanged sentences

Notes to Financial Statements

Report of Independent Registered Public Accounting

To the Shareholders and Board of Directors of

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

audited the accompanying consolidated balance sheets of Beam Global (the “Company”) as of December 31, 2024 and 2023, the

related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of

the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024,

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Beam Global (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are

the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company's internal control over financial reporting.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated

below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Intangible Assets

Critical Audit Matter Description

As reflected in the Company’s consolidated financial

statements, as of December 31, 2024, the Company’s goodwill and intangible assets were $10.6 million and $8.0 million respectively.

As disclosed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently

if indicators of impairment require the performance of an interim impairment assessment.

Intangible assets are tested for recoverability

whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable

Auditing management’s impairment test was complex

and highly judgmental due to the significant measurement uncertainty in determining the fair values of the reporting units.

are affected by expected future market and economic conditions.

How the Critical Audit Matter was Addressed in

Our audit procedures related to the management’s impairment analysis

included the following, among others:

· Assessing methodologies and testing the completeness and accuracy of the underlying data used by the Company.

· We tested management’s reconciliation of the fair value of the reporting units to the market capitalization

of the Company.

· We tested the assumptions used to estimate the fair values of the reporting unit.

· Performed sensitivity analyses over the significant assumptions to evaluate the change in the fair value

of the reporting unit resulting from changes in the assumptions

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2024 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

April 9, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying Consolidated balance sheet of Beam Global (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2024 .

We served as the Company’s auditor from 2023 to 2025.

April 11, 2025

Consolidated Balance Sheets

(In thousands, except

share and per share data)

(In thousands, except share and per share data)

Current assets

$ 969 $ 4,572

Accounts receivable, net of allowance for credit losses of $ 939 and $ 259

Prepaid expenses and other current assets

Inventory, net

Total current assets

21,041 27,126

Property and equipment, net

13,093 13,704

Operating lease right of use assets

Intangible assets, net

$ 42,732 $ 61,459

Liabilities and Stockholders' Equity

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Accounts payable

$ 5,925 $ 8,959

Accrued expenses

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Note payable, current

Deferred consideration

Contingent consideration, current

1 unchanged sentence

Total current liabilities

12,109 13,315

Deferred revenue, noncurrent

2 unchanged sentences

Other liabilities, noncurrent

Deferred tax liabilities

Deferred tax liabilities, noncurrent

Operating lease liabilities, noncurrent

Total liabilities

17,887 20,171

Commitments and contingencies (Note 10)

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Additional paid-in-capital

156,446 147,072

Accumulated deficit

( 131,646 ) ( 104,643 )

Accumulated Other Comprehensive Income (AOCI)

Total stockholders' equity

24,845 41,288

Total liabilities and stockholders' equity

The accompanying notes are an integral part of

these Financial Statements

Consolidated Statements of Operations and Comprehensive

$ 42,732 $ 61,459

The accompanying notes are an integral part of these Financial Statements

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

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Operating expenses

Impairment of goodwill

Loss from operations

1 unchanged sentence

Interest income

Other income (expense)

Interest expense

Total other income

Loss before income tax expense

Income tax (benefit) expense

Income tax benefit

Net foreign currency translation adjustments

Total Comprehensive Loss

Net Income (loss) per share - basic/diluted

Net Loss per share - basic/diluted

Weighted average shares outstanding - basic/diluted

The accompanying notes are an integral part of

these Financial Statements

Consolidated Statements of Changes in Stockholders’

The accompanying notes are an integral part of these Financial Statements

Consolidated Statements of Changes in Stockholders ’ Equity

For the Years Ended December 31, 2025 and 2024

(In thousands)

Additional Paid-in-

Accumulated Other Comprehensive

Total Stockholders'

Comprehensive

Stockholders'

Balance at January 1, 2024

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Stock-based compensation to consultants

Settlement of earnout related to acquisition

Employee stock-based compensation expense

1 unchanged sentence

Warrants exercised for cash

Accumulated Other Comprehensive Income (AOCI)

Stock option exercise and restricted stock unit vestings (cashless)

Impact of foreign currency translation

Stock issued for acquisition and expenses

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Stock issued to (released from) escrow account - unvested

Stock-based compensation to consultants

Settlement of earnout related to acquisition

Employee stock-based compensation expense

Proceeds from issuance of common stock, pursuant to public offering

Warrants exercised for cash

Stock option exercise and restricted stock unit vestings (cashless)

Shares surrendered for taxes on restricted stock vestings

Impact of foreign currency translation

Stock issued for acquisition and expenses

Sale of stock under Committed Equity Facility

Sale of stock under ATM agreement

Balance at December 31, 2025

$ ( 104,643 )

The accompanying notes are an integral part of

these Financial Statements

The accompanying notes are an integral part of these Financial Statements

Consolidated Statements of Cash Flows

(In thousands)

F(In thousands)

Year Ended December 31,

Operating Activities:

$ ( 27,003 ) $ ( 11,282 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Change in fair value of contingent consideration liabilities

Employee stock-based compensation

( 112 ) ( 4,416 )

Impairment of goodwill

Stock-based compensation

Disposal of property and equipment

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Accounts receivable

( 526 ) 8,182

Prepaid expenses and other current assets

( 79 ) ( 142 )

2,843 ( 201 )

Increase (decrease) in:

Accounts payable

( 3,336 ) ( 889 )

Accrued expenses

( 253 ) ( 242 )

Operating lease liability

( 752 ) ( 1,098 )

Sales tax payable

Deferred revenue

Other long term liabilities

Deferred tax liabilities ( 579 ) -

Other long term liabilities

( 1,100 ) ( 587 )

Net cash used in operating activities

( 10,482 ) ( 2,193 )

Investing Activities:

1 unchanged sentence

Purchase of property and equipment

( 418 ) ( 828 )

Payment of Deferred Consideration

1 unchanged sentence

Net cash used in investing activities

( 482 ) ( 4,054 )

Financing Activities:

Proceeds from sale of common stock under committed equity facility, net of offering costs

Proceeds from sale of common stock under ATM agreement, net of offering costs

Taxes paid related to net share settlement of equity awards

( 329 ) ( 164 )

Proceeds from warrant exercises

Borrowings of note payable

Payments of equity offering costs

Proceeds from issuance of common stock, pursuant to public offering

1 unchanged sentence

Effect of exchange rate changes

( 106 ) ( 777 )

Net (decrease) increase in cash

( 3,603 ) ( 5,821 )

Cash at beginning of period

Cash at end of period

$ 969 $ 4,572

Supplemental Disclosure of Cash Flow Information:

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Cash paid for taxes

$ 10 $ ( 94 )

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Right-of-use assets obtained in exchange for lease liabilities

$ 442 $ 1,697

Settlement of earnout related to acquisition

Fair value of common stock issued as consideration for business combination

Purchase of property and equipment by incurring current liabilities

Right-of-use assets obtained in exchange for lease liabilities

Warrants issued for services to non-employee

Shares issued for services to non-employee

The accompanying notes are an integral part of

these Financial Statements

The accompanying notes are an integral part of these Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

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CORPORATE ORGANIZATION

Beam Global was incorporated

in June 2006 as a limited liability company (“LLC”).

Through a series of transactions and mergers, including a series of 2010

transactions where the then existing entity was acquired by an inactive publicly held company in a transaction treated as a recapitalization

of the Company, the resulting entity became a Nevada Corporation.

On September 15, 2020, the Company announced its rebranding and changed

its corporate name to Beam Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”)

and trading on Nasdaq:

On March 4, 2022, the Company

acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies

company based in Broadview, Illinois.

On October 20, 2023, the

Company completed an acquisition of Amiga DOO Kraljevo (“Amiga”), a company engaged in the manufacture and distribution of

steel structures with electronic integration located in Kraljevo, Serbia.

Refer to note 4, Business Combination for additional details.

On August 30, 2024, Beam

acquired Telcom d.o.o.

Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics

and telecommunications equipment.

Beam Global was incorporated in June 2006 as a limited liability company (“LLC”).

Through a series of transactions and mergers, including a series of 2010 transactions where the then existing entity was acquired by an inactive publicly held company in a transaction treated as a recapitalization of the Company, the resulting entity became a Nevada Corporation.

On September 15, 2020, the Company announced its rebranding and changed its corporate name to Beam Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading on Nasdaq:

On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois.

On October 20, 2023, the Company completed an acquisition of Amiga DOO Kraljevo (“Amiga”), a company engaged in the manufacture and distribution of steel structures with electronic integration located in Kraljevo, Serbia.

On August 30, 2024, Beam Global acquired Telcom d.o.o.

Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment.

Refer to note 4, Business Combinations for additional details.

On June 20, 2025, the Company entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with The Platinum Group, a company registered with the department of Economy – Abu Dhabi (“TPG”).

Pursuant to the Joint Venture Agreement, the Company agreed to establish Beam Middle East Limited, a limited liability company in Abu Dhabi, United Arab Emirates for the purpose of marketing, selling, manufacturing and distributing the Company's products (the “Joint Venture”) in accordance with the terms of the Joint Venture Agreement and the strategy, business plan, and budget of the Joint Venture (the “Plan”).

The Company and TPG each have a 50 % equity interest in the Joint Venture.

Refer to note 4, Business Combinations for additional details.

NATURE OF OPERATIONS

Beam is a clean-technology

innovation company headquartered in San Diego, California with factories in the U.S.

Beam is a clean-technology innovation company headquartered in San Diego, California with offices in the U.S.

in San Diego, California and Broadview, Illinois;

and in Europe in Belgrade and Kraljevo, Serbia.

We develop, design, engineer, manufacture and sell high-quality, renewably energized Infrastructure

products for electric vehicle (“EV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions

in safe, compact and unique form-factors.

Additionally, we manufacture steel structures with electronic integration such as street lighting,

cell towers and energy infrastructure products as well as power electronics including invertors, charge controllers, power supplies and

LED lighting.

Beam’s products enable vital and highly valuable energy production in locations where it is either too expensive or

too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like

blackouts, are intolerable.

Beam’s energy storage products provide high energy density in safe, compact and bespoke form-factors,

which are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without

being connected to the electrical grid.

Beam’s products and

proprietary technology solutions target the following markets:

electric vehicle (EV) charging infrastructure;

in Europe in Belgrade and Kraljevo, Serbia;

and in Abu Dhabi, United Arab Emirates.

We develop, design, engineer, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, infrastructure for Smart Cities (the interconnected physical and digital elements within a city that utilize technology to enhance efficiency, sustainability, and quality of life for residents), energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and unique form-factors.

Additionally, we manufacture structures with electronic integration such as streetlighting, cell towers and energy infrastructure products as well as power electronics including invertors, charge controllers, power supplies and LED lighting.

Beam’s energy storage products provide high energy density in safe, compact and bespoke form-factors, which we believe are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without being connected to the electrical grid.

Beam Global’s products and proprietary technology solutions target the following markets:

EV charging infrastructure;

energy storage solutions;

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PRINCIPLES OF CONSOLIDATION

These financial statements

are prepared in accordance with accounting principles generally accepted in the United States of America.

The accompanying consolidated

financial statements include our accounts.

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements include our accounts.

All intercompany accounts and transactions have been eliminated.

Certain amounts in prior

periods have been reclassified to conform to the current period presentation.

The effects of the reclassification were not material to

the consolidated financial statements.

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

The effects of the reclassification were not material to the consolidated financial statements.

USE OF ESTIMATES

The preparation of financial

statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ

from those estimates.

Significant estimates in the accompanying financial statements include the allowance for credit losses (CECL), valuation

of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability,

valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right

of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates in the accompanying financial statements include the allowance for credit losses (CECL), valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.

CONCENTRATIONS

Financial instruments that potentially subject

us to concentrations of credit risk consist of cash and accounts receivable.

The Company maintains its

cash in banks and financial institution deposits that at times may exceed federally insured limits.

The Company has not experienced any

losses in such accounts from inception through December 31, 2024.

As of December 31, 2024, approximately $ 3.1 million of the Company’s

cash deposits were greater than the federally insured limits.

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable.

The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits.

The Company has not experienced any losses in such accounts from inception through December 31, 2025 .

As of December 31, 2025 , approximately $ 350 thousand o f the Company’s cash deposits were greater than the federally insured limits.

Major Customers

The Company continually assesses

the financial strength of its customers.

The Company continually assesses the financial strength of its customers.

We are not aware of any material credit risks associated with our customers.

For the year ended

December 31, 2024, one customer accounted for 15 % of total revenues and for the year ended December 31, 2023, three customers accounted

for 37 %, 16 % and 10 % of total revenues, each with no other single customer accounting for more than 10% of revenues.

At December 31, 2024,

accounts receivable from one customer accounted for 27 % of total accounts receivable and at December 31, 2023, accounts receivable from

four customers accounted for 11 %, 10 %, 10 % and 10 % of total accounts receivable each with no other single customer accounting for more

than 10% of the accounts receivable balance.

For the years ended December 31, 2024 and 2023, the Company had a heavy concentration of

sales to federal, state and local governments which represented 62 % and 82 % of revenues, respectively.

For the year ended December 31, 2025 , no customer accounted for more than 10% of total revenues and for the year ended December 31, 2024 , one customer accounted for 15 % of total revenues.

At December 31, 2025 and 2024, accounts receivable from one customer accounted for 27 % of total accounts receivable.

The Company’s concentration of sales to federal, state and local governments represented 29 % of revenues for the year ended December 31, 2025 and 62 % of revenues for the same period ended 2024.

Foreign Operations

The following summarizes key financial metrics

associated with the Company’s continuing operations:

Schedule of concentration risk

The following summarizes key financial metrics associated with the Company’s continuing operations:

Assets - Serbia

$ 19,144 $ 25,020

Assets - U.S.

23,479 36,439

$ 42,732 $ 61,459

Liabilities - Serbia

$ 7,490 $ 8,297

Liabilities - U.S.

10,376 11,874

Liabilities - UAE

Total Liabilities

$ 17,887 $ 20,171

Sales – Serbia

$ 11,399 $ 11,843

16,837 37,493

Total Revenues

$ 28,236 $ 49,336

Net Loss - Serbia

$ ( 7,018 ) $ ( 732 )

Net Loss - U.S.

( 19,954 ) ( 10,550 )

Net Loss - UAE

Total Net Loss

For the purposes of the statements

of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash

$ ( 27,003 ) $ ( 11,282 )

For the purposes of the statements of cash flow, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents at December 31, 2025 or December 31, 2024 .

FOREIGN CURRENCY TRANSLATION

The Company’s

reporting currency is U.S.

The Company’s reporting currency is U.S.

The functional currency of the Company is the U.S.

The functional currency of Amiga and

Telcom is the Serbian Dinar.

The Company translates the assets and liabilities at the exchange rates in effect on the balance sheet

The functional currency of Amiga and Telcom is the Serbian Dinar.

The Company translates the assets and liabilities at the exchange rates in effect on the balance sheet date.

The Company translates the revenue, costs, and expenses at the average rate of exchange rates in effect during the period.

Company includes translation gains and losses in the stockholders’ equity section of the Company’s consolidated balance

sheet in accumulated other comprehensive income or loss.

Transactions undertaken in other currencies are translated using the

exchange rate in effect as of the transaction date and any exchange gains and losses resulting from these transactions are included

in the consolidated statements of operations in other income.

The translation loss for the year ending December 31, 2024 was $ 1.8

million loss and $ 0.6

million gain for the year ending December 31, 2023, resulting from transactions between the Company, Amiga and Telcom, the timing of

the transactions in relation to changes in exchange rates and the fluctuation in the exchange rate between foreign currencies and

The Company includes translation gains and losses in the stockholders’ equity section of the Company’s consolidated balance sheet in accumulated other comprehensive income or loss.

Transactions undertaken in other currencies are translated using the exchange rate in effect as of the transaction date and any exchange gains and losses resulting from these transactions are included in the consolidated statements of operations in other income.

The translation gain for the year ending December 31, 2025 was $ 1.2 million, compared to a translation loss of $ 1.8 million for the year ending December 31, 2024 , resulted from the fluctuation in the exchange rates when translating the financial statements of foreign subsidiaries from their functional currencies into U.S.

FAIR VALUE MEASUREMENTS

The Company follows the authoritative

guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements

that are already required by generally accepted accounting principles to be measured at fair value.

The guidance defines fair value as

the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date (exit price).

The transaction is based on a hypothetical transaction in the principal or most advantageous market

considered from the perspective of the market participant that holds the asset or owes the liability.

The Company utilizes market

data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing

the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

can be readily observable, market corroborated or generally unobservable.

The Company attempts to utilize valuation techniques that maximize

the use of observable inputs and minimize the use of unobservable inputs.

The Company is able to classify

fair value balances based on the observability of those inputs.

The guidance establishes a formal fair value hierarchy based on the inputs

used to measure fair value.

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements,

and accordingly, Level 1 measurement should be used whenever possible.

The hierarchy is broken down

into three levels based on the reliability of inputs as follows:

Level 1 – Quoted prices

in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar

to a mutual fund.

Level 2 – Inputs other

than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset

or liability.

The methods used may produce

a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, while management

believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value

measurement at the reporting date.

The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value.

The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market corroborated or generally unobservable.

The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company is able to classify fair value balances based on the observability of those inputs.

The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value.

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability.

The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date.

There were no changes in the Company’s valuation methodologies from the prior year.

For purpose of this disclosure,

the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other

prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term

nature as of December 31, 2024.

For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of December 31, 2025 .

The Company had Level 3 liabilities as of December 31, 2025 .

There were no transfers between levels during

the reporting period.

Schedule of contingent consideration

There were no transfers between levels during the reporting period.

Contingent Consideration as of December 31, 2023

$ - $ - $ 4,725

Change in fair value

- - ( 4,675 )

Contingent Consideration as of December 31, 2024

$ - $ - $ 309

Change in fair value

Contingent Consideration as of December 31, 2025

$ - $ - $ 104

ACCOUNTS RECEIVABLE

In 2023, the Company adopted

Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects

expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information

to calculate credit loss estimates.

In 2023, the Company adopted Accounting Standards Update (ASU) 2016 - 13, Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses on Financial Instruments.

The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates.

This update did not have a significant impact on the Company’s consolidated financial statements.

The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring

The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral.

Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible.

evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts,

dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic

Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer.

estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends.

Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.

The allowance for expected credit losses was $ 0.3

million at December 31, 2024 and $ 0.4

million at December 31, 2023.

Schedule of accounts receivable

(Dollars in Thousands)

Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic conditions.

Exposure to losses from receivables is expected to vary by customer due to the financial condition of each customer.

The Company estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends.

The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.

The allowance for expected credit losses was $ 0.9 million at December 31, 2025 and $ 0.3 million at December 31, 2024 .

Allowance for credit losses:

2 unchanged sentences

(Charge-offs)/recoveries, net

End of Period

Inventory is stated at the

lower of cost and net realizable value.

( 102 ) ( 117 )

Inventory is stated at the lower of cost and net realizable value.

Cost is determined using the first -in, first -out method of accounting.

Inventory costs primarily

relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured,

and finished goods.

Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity

in the manufacturing process.

The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory

Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods.

Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process.

The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment is

recorded at cost.

Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of

3 to 7 years, except for leasehold improvements for which the depreciation is recorded over the shorter of the lease term or the estimated

Expenditures for maintenance and repairs, along with fixed assets below our capitalization threshold, are expensed as incurred.

Long-lived assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be

generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which

the carrying amount of the assets exceeds the fair value of the assets.

There were no events triggering a review for impairment during

the year ended December 31, 2024.

Property and equipment are carried at cost, net

of accumulated depreciation.

Property and equipment is recorded at cost.

Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years, except for leasehold improvements for which the depreciation is recorded over the shorter of the lease term or the estimated useful life.

Expenditures for maintenance and repairs, along with fixed assets below our capitalization threshold, which is $ 5 thousand, are expensed as incurred.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

During the year ended December 31, 2025, the Company evaluated its long-lived assets for impairment and determined that no impairment of long-lived assets was required.

Property and equipment are carried at cost, net of accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful life of the asset.

of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset.

Additions and improvements

are capitalized, while repairs and maintenance are expensed as incurred.

Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset.

Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred.

Useful lives of each asset class are as follows:

Asset Category

Office and furniture and equipment

Computer equipment and software

Office and furniture and equipment (years)

Computer equipment and software (years)

Land, buildings and leasehold improvements

Lesser of lease term or useful life

At the inception of a contract

the Company assesses whether the contract is, or contains, a lease.

Autos (years)

At the inception of a contract the Company assesses whether the contract is, or contains, a lease.

The Company’s assessment is based on:

(1) whether the contract

involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use

of the asset throughout the period, and (3) whether it has the right to direct the use of the asset.

The Company allocates the consideration

in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

The Company has elected

to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less.

( 1 ) whether the contract involves the use of a distinct identified asset, ( 2 ) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and ( 3 ) whether it has the right to direct the use of the asset.

The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less.

BUSINESS COMBINATION

The purchase price of an acquisition

is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition

To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess

is allocated to goodwill.

The Company determines the estimated fair values after review and consideration of relevant information, including

discounted cash flows and estimates made by management.

The Company records the net assets and results of operations of an acquired entity

from the acquisition date.

The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill.

The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management.

The Company records the net assets and results of operations of an acquired entity from the acquisition date.

Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Assets acquired, including

identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization.

intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships,

for which the amortization is recorded on an accelerated method over the estimate useful life.

Contingent consideration liability

is recognized at the estimated fair value on the acquisition date.

Subsequent changes to the fair value of contingent consideration liability

are recognized in operating expenses in the statement of operations.

Contingent consideration liability related to the acquisition consists

of commercial milestone payments and are valued using a Monte Carlo simulation.

The fair value of commercial milestone payments reflects

management’s estimates of discount rates and probability of achieving certain milestones.

Assets acquired, including identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization.

Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life.

Contingent consideration liability is recognized at the estimated fair value on the acquisition date.

Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations.

Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation.

The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones.

FINITE-LIVED INTANGIBLE ASSETS

Administrative costs for patents

are accumulated on the balance sheet as a patent asset until such time as a patent is issued.

The costs of these intangible assets are

classified as a long-term asset and amortized on a straight-line basis over the legal life of such asset, which is typically 20 years.

In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent

was denied or abandoned.

Goodwill represents the excess

of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets.

The Company is

required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred.

Such assessment

is performed at the reporting unit level, for which the Company has one.

The Company first assesses qualitative factors to determine whether

it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations,

and our overall financial performance.

If, after completing the qualitative assessment, it is determined it is more likely than not that

the estimated fair value is greater than the carrying value, the Company concludes no impairment exists.

Alternatively, if the Company

determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company

performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by

comparing the fair value of the reporting unit with its carrying amount, including goodwill.

If the estimated fair value of the reporting

unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds

the fair value, limited to the total amount of goodwill allocated to that reporting unit.

The goodwill annual assessment test is performed

in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment

There were no such triggering events during the year ended December 31, 2024 and the annual testing was performed in the fourth

quarter with no impairment identified.

Administrative costs for patents are accumulated on the balance sheet as a patent asset until such time as a patent is issued.

The costs of these intangible assets are classified as a long-term asset and amortized on a straight-line basis over the legal life of such asset, which is typically 20 years.

In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent was denied or abandoned.

Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets.

The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred.

Such assessment is performed at the reporting unit level, for which the Company has one.

The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance.

If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists.

Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill.

If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit.

The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist.

During the year ended December 31, 2025, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding (“market capitalization”) being less than the carrying value of the reporting unit.

Management believes this decline in market value is due to a variety of factors, as further described below, but not the actual value of the acquired entities which included the goodwill which is being impaired.

Considering the circumstances and indicators of potential impairment described above, Management performed an interim quantitative goodwill impairment test as of March 31, 2025.

Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present.

The Company does not have any indefinite lived assets other than goodwill.

The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 was a triggering event which required Management to perform a quantitative goodwill impairment test.

Management determined the value of goodwill largely based on the Company’s stock price and not on the activities or performance of the acquired entities.

The results of the Company’s test for impairment of goodwill as of March 31, 2025, utilizing recent trends in stock price over a reasonable period, created a condition in which the accounting rules determine that the fair value of goodwill fell below its book value.

Based on the results of the goodwill impairment procedures, the Company recorded a $ 10.8 million goodwill impairment for the single reporting unit during the year ended December 31, 2025.

REVENUE RECOGNITION

Revenue is recognized by applying

the following five steps:

Revenue is recognized by applying the following five steps:

1 ) identify the contracts with a customer;

2 ) identify the performance obligations in the contract;

the transaction price;

3 ) determine the transaction price;

4 ) allocate the transaction price to the performance obligations;

and 5) recognize revenue when (or as) we satisfy

a performance obligation.

Revenues are primarily derived

from the direct sales of manufactured products.

Revenues may also consist of maintenance fees for the maintenance of previously sold products

and revenues from sales of professional services.

Revenues from inventoried

product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place.

values are fixed price arrangements determined at the time an order is placed, or a contract is entered into.

The customer is typically

obligated to make payment for such products within a 30 to 45-day period after delivery.

Revenues from maintenance

fees for services provided by the Company are recognized equally over the period of the maintenance term.

Revenue values are fixed price

arrangements determined at the time an order is placed, or a contract is entered into.

The customer is typically obligated to make payment

for the service in advance of the maintenance period.

Extended maintenance or warranty

services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance

If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation

or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis.

Revenues from professional

services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed.

Revenue values

are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise

requirements.

These services are billed to a customer as such services are provided and the customer will be obligated to make payments

for such services typically within a 30 to 45-day period.

Revenue is recorded net of

discounts and sales taxes collected on behalf of governmental authorities;

shipping and handling fees billed to customers are recorded

Any deposits received from

a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted

for as deferred revenue on the balance sheet.

The Company generally provides

a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple-year warranties

as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period.

2024, the Company increased their warranties offered, in new customer orders, to five-year warranties.

The Company accrues for product

warranties when the loss is probable and can be reasonably estimated.

During the year-ended December 31, 2024, the Company recorded a

$ 6 thousand product warranty accrual in Accrued Expenses with an offset to Cost of Revenues, of which $ 13 thousand in repairs were completed

during the year.

For the year ended December 31, 2023, the Company recorded a $ 0.1 million product warranty accrual, of which $ 0.1 million

in repairs were completed during the year.

Disaggregation of Revenue from Contracts with

The following table disaggregates gross revenue

from our clients by significant geographic area for the year ended December 31, 2024 and 2023:

Schedule of disaggregation of revenue

and 5 ) recognize revenue when (or as) we satisfy a performance obligation.

Revenues are primarily derived from the direct sales of manufactured products.

Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services.

Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place.

Revenue values are fixed price arrangements determined at the time an order is placed, or a contract is entered into.

The customer is typically obligated to make payment for such products within a 30 to 45 -day period after delivery.

Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term.

Revenue values are fixed price arrangements determined at the time an order is placed, or a contract is entered into.

The customer is typically obligated to make payment for the service in advance of the maintenance period.

Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation.

If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis.

Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed.

Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise requirements.

These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30 to 45 -day period.

Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities;

shipping and handling fees billed to customers are recorded as revenues.

Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet.

The Company generally provides a standard one -year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple-year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one -year period.

Effective Q3 2024, the Company increased the warranties, offered on new customer orders, to five -year warranties.

The Company accrues for product warranties when the loss is probable and can be reasonably estimated.

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates gross revenue from our clients by significant geographic area for the years ending December 31, 2025 and 2024 :

United States

$ 16,837 $ 37,493

Total revenue

$ 28,236 $ 49,336

COST OF REVENUES

The Company records direct

material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing

equipment depreciation, rent, and utility costs, all of which are capitalized into inventory prior to a sale, and once sold are recorded

as costs of revenues.

The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are capitalized into inventory prior to a sale, and once sold are recorded as costs of revenues.

The Company further includes shipping and handling costs as cost of revenues.

RESEARCH AND DEVELOPMENT

Expenditures for

research and development of the Company’s products are expensed when incurred and are included in operating expenses.

Company recognized research and development costs of $ 1.8

million and $ 2.3

million for the years ending December 31, 2024 and 2023, respectively.

The Company conducts advertising

for the promotion of its products and services.

Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses.

The Company recognized research and development costs of $ 0.6 million and $ 1.8 million for the years ending December 31, 2025 and 2024 , respectively.

The Company conducts advertising for the promotion of its products and services.

Advertising costs are charged to operations and included in operating expenses when incurred.

Such amounts aggregated $ 0.2 million for the year ending December 31, 2024 and $ 0.3 million for the year ending December 31, 2023.

Such amounts aggregat ed $ 0.1 m illion for the year ending December 31, 2025 and $ 0.2 million for the year ending December 31, 2024 .

STOCK-BASED COMPENSATION

Compensation expense related

to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line

attribution method and expense for performance based stock grants is amortized over the service period.

The Company estimates the

fair value of each stock option at the grant date by using the Black-Scholes option pricing model.

Forfeitures are accounted for as incurred,

as a reversal of share-based compensation expense related to awards that will not vest.

The fair value of restricted stock units is determined

based on the closing market price of the Company’s common stock on the grant date.

Compensation expense for time-based restricted

stock units (RSUs) is recognized ratably over the vesting period.

A portion of RSUs granted contain performance conditions for vesting

tied to specific company goals, such as gross margin and revenue targets (PSUs).

The Company has calculated the results for fiscal year

2024 and determined that the “maximum” performance measure for cumulative revenue and the “threshold” performance

measure for gross margin were achieved as of December 31, 2024.

The Company accounts for income

taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability

approach to calculating deferred income taxes.

The asset and liability approach requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that

the net deferred asset will not be realized.

The benefit of a tax position

is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more

likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if

Compensation expense related to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line attribution method and expense for performance-based stock grants is amortized over the service period.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model.

Forfeitures are accounted for as incurred, as a reversal of share-based compensation expense related to awards that will not vest.

The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date.

Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period.

A portion of RSUs granted contain performance conditions for vesting tied to specific company goals, such as gross margin and revenue targets (PSUs).

The Company has calculated the results for fiscal year 2025 and determined that the “maximum” performance measure for cumulative revenue and the “threshold” performance measure for gross margin were achieved as of December 31, 2025 .

The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.

The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition

threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement

with the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceeds the amount measured

as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any

associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions

are all highly certain of being upheld upon examination.

Tax positions that meet the more-likely-than- not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all highly certain of being upheld upon examination.

As such, the Company has not recorded a liability for unrecognized tax benefits.

All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from

the date of utilization of any net operating loss carryforwards.

The Company has received no notice of audit from the IRS for any of the

open tax years.

All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards.

The Company has received no notice of audit from the IRS for any of the open tax years.

The Company's policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties recorded related to uncertain tax positions.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information.

The Company adopted this standard, on a prospectively basis, on January 1, 2025.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was enacted.

The legislation includes several changes to the U.S.

federal corporate income tax law, among other things, reinstating 100% bonus depreciation on qualified fixed assets, immediate expensing of domestic research and development expenditures, and favorable rules for determining the limitation on business interest expense.

These changes were retroactively enacted for tax years beginning after December 31, 2024, with certain provisions effective after January 19, 2025.

The provisions of the OBBBA did not have a material impact on the effective income tax rate.

NET LOSS PER SHARE

Basic net loss per share is

computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented.

net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive,

potential common stock outstanding during the period.

Potential common stock consists of the incremental shares of common stock issuable

upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents.

Potentially dilutive

securities are excluded from the computation if their effect is anti-dilutive.

The following shares were

not included in the computation of diluted loss per share for the years ended December 31, 2024 and 2023 because the effects would have

been anti-dilutive.

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented.

Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period.

Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents.

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

The following shares were not included in the computation of diluted loss per share for the years ended December 31, 2025 and 2024 because the effects would have been anti-dilutive.

These options and warrants may dilute future earnings per share.

Schedule of anti-dilutive

Stock Options

737,450 663,004

200,000 200,000

Restricted Stock Units

937,450 1,041,129

COMMITMENTS AND CONTINGENCIES

Certain conditions may exist

as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one

or more future events occur or fail to occur.

Company management and its legal counsel assess such contingent liabilities, and such assessment

inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the

Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of

any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can

be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment

indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably

estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would

be disclosed.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.

The Company does not include legal costs in its estimates of amounts to accrue.

RISKS AND UNCERTAINTIES

The continuing impacts of rising interest rates,

inflation, changes in foreign currency exchange rates and geopolitical developments, such as the imposition of tariffs and shifts in international

alliances, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad

variety of goods and services, including those provided by the Company’s clients and as a result, the Company, while also disrupting

supply channels, sales channels and advertising and marketing activities for an unknown period of time.

Additionally, recent changes to

The continuing impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients and as a result, the Company, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time.

Additionally, recent changes to U.S.

policy implemented by the U.S.

Congress, and the Executive Branch and the responses of other nations to such actions have impacted

and may in the future impact, among other things, the U.S.

and global economy, international alliances and trade relations, unemployment,

immigration, healthcare, taxation, the U.S.

Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact, among other things, the U.S.

and global economy, international alliances and trade relations, international conflicts, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

As a result of the current uncertainty

regarding economic activity, the Company is unable to predict the size and duration of the impact of its revenue and its results of operations,

if any, of actions taken to date and those that may occur in the future.

The extent of the potential impact of these macroeconomic factors

on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical

disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and

cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps

deemed appropriate to limit the impact on its business.

There can be no assurance that precautionary measures, whether adopted by the Company or

imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay

and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or

other challenges, any of which could harm its business and results of operations.

The Company assesses its segment

reporting based on how it internally manages and reports the results of its business to its chief operating decision maker.

reviews financial results, manages the business and allocates resources on an aggregate basis.

Therefore, financial results are reported

in a single operating segment.

As a result of the current uncertainty regarding economic activity, the Company is unable to predict the size and duration of the impact of its revenue and its results of operations, if any, of actions taken to date and those that may occur in the future.

The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.

There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.

The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker.

Management reviews financial results, manages the business and allocates resources on an aggregate basis.

Therefore, financial results are reported in a single operating segment.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted pronouncement s

In November 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 requiring enhanced segment

ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker

(“CODM”) included within segment operating profit or loss.

Additionally, ASU 12 2023-07 requires a description of how the

CODM utilizes segment operating profit or loss to assess segment performance.

The requirements of ASU 2023-07 are effective for annual

periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company's annual

reporting requirements were effective for the year ending 2024 and interim reporting requirements will be effective beginning with the

first quarter of fiscal 2025 and should be applied on a retrospective basis to all periods presented.

We adopted this ASU retrospectively

on December 31, 2024.

Segment Reporting .

Recent pronouncement not yet adopted

In October 2023, the FASB

issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements

related to various subtopics in the FASB Accounting Standards Codification (the “Codification”).

The ASU was issued in response

to the SEC’s disclosure update and simplification initiative issued in August 2018.

The effective date for the amendments for each

topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective,

with early adoptions prohibited.

In December 2023, the FASB

issued ASU No.

In December 2023, the FASB issued ASU No.

2023 - 09, “ Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures ” (“ASU 2023 - 09” ).

ASU 2023-09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes

ASU 2023 - 09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid.

The standard is effective for Beam beginning with our annual financial statements for the fiscal year ending December 31, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact that the updated standard will have on the consolidated financial

The Company has a history

of net losses, including the accompanying financial statements for the years ended December 31, 2024 and 2023 where the Company had net

losses of $ 11.3 million (which includes $ 1.1 million of non-cash expenses) and $ 16.1 million (which includes $ 4.3 million of non-cash

expenses), respectively, and net cash used in operating activities of $ 2.2 million and $ 13.3 million, respectively.

During 2024, the $2.2

million of operating cash usage included a $ 8.2 million decrease in accounts receivable offset by $ 4.4 million decrease in change in fair

value of contingent consideration liabilities, $ 0.9 million decrease in accounts payable and $ 0.6 million decrease in other long term

liabilities compared to 2023.

December 31, 2024, the Company had a cash balance of $ 4.6 million and working capital of $ 13.8 million.

Based on the Company’s current

operating plan and the available working capital that can be converted to cash (specifically the accounts receivable balance of approximately

$8.0 million), the Company believes that it has the ability to fund its operations and meet contractual obligations for at least twelve

months from the date of this report.

the Company may pursue other equity or debt financings.

In addition, the Company’s exercised warrants have generated $ 0.8 million

and $ 0.2 million of proceeds during the years ended December 31, 2024 and 2023, respectively.

The Company strives to become profitable in the next few years as our revenues grow, we improve our gross profit and we leverage our overhead costs,

we expect to continue to incur losses for a period of time.

If necessary, the Company may raise additional capital to finance its future

operations through equity or debt financings.

There is no guarantee that profitable operations will be achieved, or that additional capital

or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient

to meet our obligations or enable us to continue to implement our long-term business strategy.

In addition, obtaining additional funding

or entering into other strategic transactions could result in significant dilution to our stockholders.

BUSINESS COMBINATIONS

Amiga DOO Kraljevo

October 20, 2023, the Company acquired Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated

October 6, 2023 (the “Purchase Agreement”) by and among the Company and the owners of Amiga (the “Sellers”).

to the terms of the Purchase Agreement, the Company acquired all the equity stock of Amiga from the Sellers in exchange for cash and common

With respect to the cash portion of the purchase price, the Company paid to the Sellers 4.6 million euros ($ 4.9 million) at closing

and an additional 2.5 million euros ($ 2.7 million) was paid on January 2, 2024.

With respect to the equity portion of the purchase price,

the Company issued to the Sellers an aggregate of 451,807 shares of our common stock.

Sellers are eligible to earn additional shares of the Company’s common stock if Amiga meets certain revenue milestones for the years

ended December 31, 2024 and 2025 (the “Earnout Consideration”).

The Earnout Consideration that Sellers are eligible to receive

is equal to two times the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than specific revenue targets for

each of the years ended December 31, 2024 and 2025.

The Earnout Consideration will be paid in the Company’s stock for each annual

target period and will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days

prior to the end of the applicable measurement period.

In no event and under no circumstances will the Company issue to the Sellers an

amount of the Company’s common stock that exceeds 19.99% of the total outstanding common stock of the Company immediately prior

to the closing.

An estimate of the fair value of the contingent consideration has been recorded in the opening balance sheet.

February 16, 2024, the Company and the Sellers entered into an amendment to the Purchase Agreement to remove the requirement that the

Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration.

As of December 31, 2024, the

Company recorded a fair value adjustment of $4.7 million adjustment to reduce the liability for Earnout Consideration.

located in Serbia, is engaged in the manufacture and distribution of steel structures with integrated electronics, such as streetlights,

cell towers, and ski lift towers.

The acquisition of Amiga is assisting in introducing our products to Europe, increasing and diversifying

our revenues, enhancing our manufacturing and engineering capabilities, accelerating the development of BeamSpot™ and other products

both in Europe and the U.S., adding new customer segments in both Europe and the U.S., and we believe, increasing barriers to entry for

future competition, and advancing Beam’s position as a leader in the green economy.

The acquisition was accounted

for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations .

Goodwill represents

the premium the Company paid over net fair value of tangible and intangible assets acquired.

On November 7, 2023, Amiga

changed its name to Beam Europe LLC.

The valuation of the Earnout

Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues

of Amiga, volatility, discount rates, share price and the milestone settlement value.

As such valuation includes the use of unobservable

inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration is reassessed on a quarterly basis

with the change recorded to operating expenses.

Change in the fair value of the Earnout Consideration during the year ended December

31, 2023 and the year ended December 31, 2024 is as follows (in thousands):

Schedule of change in the fair value of the earnout consideration

Balance as of December 31, 2022

Change in fair value of the Earnout Consideration

Balance as of December 31, 2023

Change in fair value of the Earnout Consideration

Balance as of December 31, 2024

The following table summarizes

the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities

assumed at the acquisition date.

The estimated fair value for working capital is generally equivalent to the net book value of the acquired

assets and liabilities on the acquisition date.

Fair value assigned to property, plant and equipment is based on real estate appraisals,

market value comparisons, or acquired net book value of recently acquired assets.

The valuation of the contingent consideration is based

on a two-factor Monte Carlo simulation using the Company’s forecasted results for the operations for the two years subject to revenue

earn-out targets.

The Company incurred $ 0.2 million of transaction costs during the fiscal year ended December 31, 2023, directly related

to the acquisition that are reflected in operating expenses in the statement of operations.

Consideration is comprised of the following (in

consideration comprised

Deferred Cash Consideration - Tranche 2

Deferred Equity Consideration - Tranche 2

Earnout Consideration

Total consideration

The following table shows the allocation of consideration

to assets and liabilities at fair value (in thousands):

Schedule of consideration to assets and liabilities

Assets Acquired

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Property, plant and equipment

Total assets acquired

Liabilities Assumed

Accounts payable

Accrued expenses

Deferred revenue

Deferred tax liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

On August 30, 2024, the Company

acquired Telcom d.o.o Beograd (“Telcom”), pursuant to a Share Sale and Purchase Agreement dated as of August 30, 2024 (the

“Agreement”) with the owners (the “Sellers”) of Telcom.

Telcom is a business located in Serbia and engaged in

the manufacturing of telecommunications equipment.

Beam acquired all of the equity stock of Telcom from the Sellers in exchange for cash

and Beam common stock.

We adopted this ASU prospectively on January 1, 2025.

In July 2025, the FASB issued ASU No.

2025 - 05, "Financial Instruments - Credit Losses" ("ASU 2025 - 05" ), to introduce a practical expedient for all entities, which simplifies the calculation required for estimating credit losses and assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods;

however, early adoption is permitted.

ASU 2025 - 25 allows for adoption using a prospective method.

The Company early adopted this standard as of January 1, 2025.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recent pronouncement not yet adopted

In October 2023, the FASB issued ASU 2023 - 06, “Disclosure Improvements” (“ASU 2023 - 06” ), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standard Codification (the “Codification”).

The ASU was issued in response to the SEC’s disclosure update and signification initiative issued in August 2018.

The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S- X or Regulation S-K becomes effective, with early adoptions prohibited.

In November 2024, the FASB issued ASU 2024 - 03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220 ):

Disaggregation of Income Statement Expenses." This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses.

The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024 - 04, "Debt with Conversion and Other Options" (“ASU 2024 - 04” ), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024 - 04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020 - 06.

Adoption can be on a prospective or retrospective basis.

The Company is currently evaluating the disclosure impact that ASU 2024 - 04 may have on its financial statement presentation and disclosures.

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ), Narrow-Scope Improvements, to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements.

The amendments in ASU 2025 - 11 result in a comprehensive list of interim disclosures that are required by GAAP.

The amendments in ASU 2025 - 11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The amendments in ASU 2025 - 11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted.

The amendments in ASU 2025 - 11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the disclosure impact that ASU 2025 - 11 may have on its financial statement presentation and disclosures.

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

The Company had net losses of $ 27.0 million for the year ended December 31, 2025 which includes $ 18.9 million of non-cash expenses that mainly included impairment of goodwill of $ 10.8 million, employee stock-based compensation of $ 3.0 million, depreciation and amortization of $ 3.5 million and $ 1.0 million of amortization of operating lease right of use asset.

The Company had net cash used in operating activities of $ 10.5 million for the year ending December 31, 2025.

At December 31, 2025, the Company had a cash balance of $ 1.0 million and working capital of $ 8.9 million.

Based on the Company’s current operating plan and the available working capital it believes can be converted to cash (specifically the accounts receivable balance of approximately $ 8.2 million), the Company believes that it has the ability to fund its operations and meet contractual obligations for at least twelve months from the date of this report.

In March 2023, the Company entered into a supply chain line of credit agreement with OCI Group for up to $ 100 million with a 5 -year term to further support our working capital requirements.

Subject to the terms of the agreement, OCI Group will make available to the Company funding based on amounts owed to the Company by its customers.

To date, the Company has not borrowed against this line of credit.

On April 11, 2025, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.

Riley Securities, Inc.

Riley”), pursuant to which we may issue and sell shares of our common stock from time to time, at our option, through B.

Riley as our sales agent, subject to certain terms and conditions.

Upon our delivery and B.

Riley’s acceptance of a placement notice, B.

Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B.

Riley and us.

Riley may also sell the shares of common stock in negotiated transactions, subject to our prior approval.

Any shares sold will be sold pursuant to our effective shelf registration statement on Form S- 3 (File No.

333 - 272396 ), as supplemented by a prospectus supplement dated April 11, 2025 and November 13, 2025, which allows us to sell up to $ 15.6 million in shares of our common stock.

We will pay B.

Riley a commission of up to 2.5 % of the gross proceeds of the sale of any shares sold through B.

As of D ecember

2025, the Company has received gross proc

eeds of $ 8.0 mi llion from sales of its common stock under the Sales Agreement.

Although the Company believes that it will become profitable in the next few years as our revenues grow, our gross profit improves and we leverage our overhead costs, we expect to continue to incur losses for a period of time.

If necessary, the Company may raise additional capital to finance its future operations through equity or debt financings.

There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy.

In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.

BUSINESS COMBINATIONS AND JOINT VENTURES

On August 30, 2024, the Company acquired Telcom d.o.o Beograd (“Telcom”), pursuant to a Share Sale and Purchase Agreement dated as of August 30, 2024 ( the “Agreement”) with the owners (the “Sellers”) of Telcom.

Telcom is a business located in Serbia and engaged in the manufacturing of telecommunications equipment.

Beam Global acquired all of the equity stock of Telcom from the Sellers in exchange for cash and Beam Global common stock.

The total purchase price was subject to adjustment based on the amount of cash held by Telcom at closing.

on Telcom’s cash balance at closing equal to approximately EUR 220,298 , Beam paid to the Sellers a purchase price equal to EUR 815,298

which was paid to the Sellers as follows:

(i) EUR 430,000 cash and (ii) issued 82,506 shares of Beam common stock.

At closing, Telcom

had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts

receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000 .

In addition to the above

payments, the Sellers are eligible to earn up to EUR 250,000 (the “Earnout Cap”) in additional shares of Beam common

stock if Telcom meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”).

Telcom Earnout Consideration that Sellers are eligible to receive for 2024 will be equal to the amount the net revenue of Telcom

(“Telcom Net Revenue”) exceeds EUR 850,000 for 2024 up to the Earnout Cap.

Provided that Sellers Earnout Consideration

was less than the Earnout Cap, the Sellers will be eligible for additional Telcom Earnout Consideration in 2025 if (i) 2025 Telcom

Net Revenue exceeds 2024 Telcom Net Revenue, and (ii) 2025 Telcom Net Revenue exceeds EUR 850,000.

The Telcom Earnout Consideration

for 2025 will be calculated based on the amount the 2025 Net Revenue exceeds the 2024 Net Revenue subject to the Earnout Cap.

event, will the Sellers Earnout Consideration for 2024 and 2025, in the aggregate, exceed the Earnout Cap.

The Earnout Consideration

for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading

days prior to the end of the applicable calendar year.

In no event and under no circumstances will the Sellers receive from Beam or

will Beam issue to the Sellers in connection with the transaction Beam’s common stock in an amount that exceeds 19.99% of the

outstanding common stock of Beam immediately prior to closing.

The acquisition was accounted

for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations .

represents the premium the Company paid over net fair value of tangible and intangible assets acquired.

The valuation of the Earnout

Consideration was performed using a discounted cash flow analysis to determine the fair value of the contingent consideration, which includes

estimates and assumptions such as forecasted revenues of Telcom, discount rates, and the milestone settlement value.

As such valuation

includes the use of unobservable inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration will

be reassessed on a quarterly basis with the change recorded to operating expenses.

Change in the fair value of the Earnout Consideration

during the twelve months ended December 31, 2024 is as follows (in thousands):

Schedule of change in the fair value of earnout consideration:

Schedule of change in the fair value of the earnout

consideration

Balance as of December 31, 2023

Acquisition of Telcom

Balance as of December 31, 2024

The following table summarizes

the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities

assumed at the acquisition date.

The estimated fair value for working capital is generally equivalent to the net book value of the acquired

assets and liabilities on the acquisition date.

Fair value assigned to property, plant and equipment is based on real estate appraisals,

market value comparisons, or acquired net book value of recently acquired assets.

The valuation of the contingent consideration is based

on a discounted cash flow analysis using the Company’s forecasted results for the operations for the two years subject to revenue

earn-out targets.

Consideration is comprised of the following (in

Schedule of consideration is comprised

Based on Telcom’s cash balance at closing equal to approximately EUR 220,298 , Beam Global paid to the Sellers a purchase price equal to EUR 815,298 which was paid to the Sellers as follows:

(i) EUR 430,000 cash and (ii) issued 82,506 shares of Beam Global common stock.

At closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000 , accounts receivables of approximately EUR 115,000 , inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000 .

In addition to the above payments, the Telcom Sellers were eligible to earn up to EUR 250,000 (the “Earnout Cap”) in additional shares of Beam common stock if Telcom meets certain revenue milestones for fiscal years 2024 and 2025 (the “Telcom Earnout Consideration”).

The Telcom Earnout Consideration that the Telcom Sellers were eligible to receive for 2024 was equal to the amount the net revenue of Telcom (“Telcom Net Revenue”) exceeded EUR 850,000 for 2024 up to the Earnout Cap.

The Company issued 27,836 shares of stock valued at $ 0.1 million as payment for the 2024 Telcom Earnout Consideration.

The Telcom Earnout Consideration was less than the Earnout Cap, and the Telcom Sellers will be eligible for additional Telcom Earnout Consideration in 2025 if (i) 2025 Telcom Net Revenue exceeds 2024 Telcom Net Revenue, and (ii) 2025 Telcom Net Revenue exceeds $850,000.

The Telcom Earnout Consideration for 2025 will be calculated based on the amount the 2025 Net Revenue exceeds the 2024 Net Revenue subject to the Earnout Cap.

In no event, will the Telcom Earnout Consideration for 2024 and 2025, in the aggregate, exceed the Earnout Cap.

The Telcom Earnout Consideration for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days prior to the end of the applicable calendar year.

In no event and under no circumstances will the Telcom Sellers receive from Beam or will Beam issue to the Telcom Sellers in connection with the transaction Beam’s common stock in an amount that exceeds 19.99 % of the outstanding common stock of Beam immediately prior to closing.

The Company issued 59,546 shares of stock valued at $ 0.1 million as payment for the 2025 Telcom Earnout Consideration

The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations .

Goodwill represents the premium the Company paid over net fair value of tangible and intangible assets acquired.

The valuation of the Earnout Consideration was performed using a discounted cash flow analysis to determine the fair value of the contingent consideration, which includes estimates and assumptions such as forecasted revenues of Telcom, discount rates, and the milestone settlement value.

As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration will be reassessed on a quarterly basis with the change recorded to operating expenses.

Refer to Note 2 for changes in the fair value of the Earnout Consideration during the years ended December 31, 2025 and 2024.

The following table summarizes the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed at the acquisition date.

The estimated fair value for working capital is generally equivalent to the net book value of the acquired assets and liabilities on the acquisition date.

Fair value assigned to property, plant and equipment is based on real estate appraisals, market value comparisons, or acquired net book value of recently acquired assets.

The valuation of the contingent consideration is based on a discounted cash flow analysis using the Company’s forecasted results for the operations for the two years subject to revenue earn-out targets.

Consideration is comprised of the following:

Earnout Consideration

Total consideration

The following table shows the allocation of consideration

to assets and liabilities at fair value (in thousands):

Schedule of assets acquired and liabilities assumed

The following table shows the allocation of consideration to assets and liabilities at fair value:

Assets Acquired

10 unchanged sentences

Net assets acquired

The Company believed it

to be probable the maximum amount of Earnout Consideration would be earned and therefore accrued the full amount in the opening

balance sheet.

The Company believed it to be probable the maximum amount of Earnout Consideration would be earned and therefore accrued the full amount in the opening balance sheet.

The estimated fair values were assigned to identifiable assets acquired and liabilities.

All Cell Technologies, LLC

On March 4, 2022, the Company

acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions.

acquisition has increased and diversified our Company’s revenue, intellectual property portfolio and customer base, and improved

our gross profitability and manufacturing capabilities.

The Company purchased substantially all of the assets and business of All Cell

for 1,055,000 shares of our common stock (“Closing Consideration”) plus an additional $ 0.9 million in cash for the net working

capital held by All Cell at closing.

The valuation of the Earnout

Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues

of All Cell, volatility, discount rates, share price and the milestone settlement value.

As such valuation includes the use of unobservable

inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration was determined to be zero during the

year ended December 31, 2023 as follows (in thousands):

Balance as of December 31, 2022

Issue earnout shares for 2022

Change in estimated fair value

Balance as of December 31, 2023

Pro Forma Unaudited Financial Information

The unaudited pro forma information

for the periods set forth below gives effect to the acquisitions of Telcom as if it had occurred on January 1, 2024 and Amiga had it occurred

on January 1, 2023.

This pro forma information is presented for informational purposes only and is not necessarily indicative of the results

of operations that would have been achieved had the transactions been consummated as of that time nor does in purport to be indicative

of future financial operating results.

The pro forma unaudited financial information includes a conservative estimate of sell-through

of the Company’s legacy products, as well as updated depreciation related to the fair value adjustments from the acquisitions.

Pro forma net revenues for

the years ended December 31, 2024 and 2023 are $ 49.9 million and $ 71.5 million, respectively.

Proforma net loss for the years ended December

31, 2024 and 2023 are $ 11.4 million and $ 16.5 million, respectively.

The consolidated statement

of operations includes revenue of $ 13.7 million and net loss of $ 5.3 million related to acquired operations for the year ended December

31, 2024 and revenue of $ 11.9 million and net loss of $ 5.8 million related to the acquired operations for the year ended December 31,

Beam Middle East Limited

The Company and TPG each shall have a 50 % equity interest in the Joint Venture.

TPG is engaged in the fields of energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services.

Pursuant to the Joint Venture Agreement, the Company shall be responsible to make timely capital contributions to the Joint Venture to cover all expenses as mutually agreed in the Plan to the extent not covered by Joint Venture cash flows or by authorized borrowings of the Joint Venture.

As of December 31, 2025, there have been no capital contributions.

All of the profits generated by the Joint Venture will be distributed to the Company until such time as any capital contributions made by the Company have been returned to the Company.

Thereafter each of the Company and TPG shall receive an equal share of the profits in accordance with their equity ownership.

The Joint Venture is managed by five ( 5 ) directors (the “JV Board”), two ( 2 ) of which are appointed by TPG (the “TPG Directors”), two ( 2 ) of which are appointed by the Company (the “Company Directors”), and a fifth being an independent director appointed by mutual approval of both TPG and the Company.

The JV Board has full power to manage and control all aspects of the Joint Venture’s business and affairs;

provided, that, certain “Major Decisions” (as defined in the Joint Venture Agreement) must be approved by each of the Company Directors.

The Joint Venture Agreement may be terminated upon the expiration or non-renewal of the License Agreement (as defined below), by unanimous resolution of the Company and TPG, or upon a judicial determination.

The Company consolidates the financials of Beam Middle East Limited in accordance with ASC 810 - 10.

In connection with entering into Joint Venture Agreement, the Company agreed to enter into a license agreement with the Joint Venture (the “License Agreement”), permitting the Joint Venture to use certain of the Company’s intellectual property, without additional compensation, on and subject to the terms set forth in the License Agreement.

The License Agreement continues for a period of five ( 5 ) years, with subsequent five -year renewal options.

The Company may terminate the License Agreement (i) in the event of a default of TPG;

(ii) if the Company no longer controls at least fifty percent ( 50% ) of the voting interest of the Joint Venture and the right to appoint two ( 2 ) of the five ( 5 ) directors of the Joint Venture;

or (iii) upon thirty ( 30 ) days’ prior written notice to the Joint Venture and TPG if the Joint Venture does not reasonably commence development, production, or sales efforts on or before December 31, 2025.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other

current assets are summarized as follows (in thousands):

Schedule of other current assets

Prepaid expenses and other current assets are summarized as follows:

Vendor prepayments

Deferred equity offering costs

$ 1,303 $ 1,884

Prepaid insurance

Related party receivable

Total prepaid expenses and other current

Related party receivables

as of December 31, 2023 consisted primarily of payroll related taxes due for stock-based compensation.

Inventories are stated at

the lower of cost and net realizable value.

$ 2,070 $ 2,243

Inventories are stated at the lower of cost and net realizable value.

Costs are determined using the first in- first out (FIFO) method.

As of December 31, 2024 and

2023, inventory consists of the following (in thousands):

Schedule of inventory

As of December 31, 2025 and 2024 , inventory consists of the following:

Finished goods

$ 5,176 $ 4,929

Work in process

1 unchanged sentence

Total inventory

$ 9,766 $ 12,284

PROPERTY AND EQUIPMENT

Property and equipment consist

of the following (in thousands):

Schedule of property and equipment

Property and equipment consist of the following:

Office furniture and equipment

3 unchanged sentences

Total property and equipment

20,425 18,014

Less accumulated depreciation

( 7,332 ) ( 4,310 )

Property and Equipment, net

Depreciation expense for

the years ended December 31, 2024 and 2023 was $ 2.6

million and $ 0.9

million, respectively.

For both years ending December 31, 2024 and December 31, 2023, depreciation expense recognized in Operating

expenses was $ 0.3 million in both years and $ 2.4 million and $ 0.5 million in Cost of Good Sold respectively.

In 2024 and 2023,

million and $ 0.2

million of depreciation was capitalized into inventory as manufacturing overhead costs, respectively.

See Note 4 for additional

details of the acquisition of land, buildings and machinery and equipment.

GOODWILL AND INTANGIBLE

Intangible assets, net as of December 31, 2024

and 2023 consists of the following (in thousands) :

Schedule of intangible assets

$ 13,093 $ 13,704

Depreciation expense for the years ended December 31, 2025 and 2024 was $ 2.5 million and $ 2.6 million, respectively.

For the years ended December 31, 2025 and December 31, 2024 , depreciation expense recognized in Operating expenses was $ 0.3 million in each year, and $ 2.2 million and $ 2.4 million in Cost of Good Sold, respective ly.

GOODWILL AND INTANGIBLE ASSETS

Intangible assets, net as of December 31, 2025 and 2024 consists of the following :

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted-average Amortization Period (yrs)

Developed technology

$ 8,074 $ ( 2,080 ) $ 5,994 11

1,756 ( 498 ) 1,258 10

Customer relationships

444 ( 158 ) 286 13

185 ( 185 ) - 1

576 ( 77 ) 499 20

Intangible assets

$ 11,035 $ ( 2,998 ) $ 8,037

December 31, 2025

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted- average Amortization

Developed technology

$ 8,074 $ ( 2,814 ) $ 5,260 11

1,756 ( 673 ) 1,083 10

Customer relationships

444 ( 199 ) 245 13

185 ( 185 ) - 1

640 ( 101 ) 539 20

Intangible assets

Amortization expense for

each of the years ended December 31, 2024 and 2023 was $ 1 .0

Amortization expense for intangible assets held as of December 31, 2024 will be $ 1 .0

million for each of the years 2025 – 2028.

For both years ending December 31, 2024 and December 31, 2023, amortization expense

recognized in Operating expenses was $ 0.2 million and $ 0.3 million respectively and $ 0.7 million and $ 0.8 million in Cost of Good

Sold respectively.

The Company’s acquisitions identified Goodwill and intangible

Goodwill represents the purchase price in excess of fair values assigned to the underlying identifiable net assets of the acquired

Goodwill as of December 31, 2024 and 2023 consists of the following (in thousands):

Schedule of goodwill

$ 11,099 $ ( 3,972 ) $ 7,127

Amortization expense for each of the years ended December 31, 2025 and 2024 was $ 1.0 million.

Amortization expense for intangible assets held as of December 31, 2025 will be $ 1.0 million for each of the years 2026 – 2028.

For both years ending December 31, 2025 and December 31, 2024 , amortization expense recognized in Operating expenses was $ 0.2 million and $0.2 million respectively and $ 0.8 million and $ 0.7 million in Cost of Good Sold respectively.

The Company’s acquisitions identified Goodwill and intangible assets.

Goodwill represents the purchase price in excess of fair values assigned to the underlying identifiable net assets of the acquired business.

Goodwill as of December 31, 2025 and 2024 consists of the following:

Balance as of December 31, 2023

Acquisition of Amiga

Acquisition of Telcom

Currency impact

Balance as of December 31, 2024

Acquisition of Telcom

Impairment of goodwill

Currency impact

1 unchanged sentence

ACCRUED EXPENSES AND LONG-TERM LIABILITIES

The major components of accrued expenses

and long-term liabilities are summarized as follows (in thousands):

Schedule of accrued expenses

The major components of accrued expenses and long-term liabilities are summarized as follows:

Accrued Expenses:

Accrued vacation

Accrued salaries and bonus

$ 1,239 1,498

Accrued vacation

Vendor accruals

Accrued warranty

Customer prepayments

Other accrued expense

Total accrued expenses

$ 2,885 $ 2,462

Other Long-Term Liabilities:

Long-term deferred tax liability

$ 1,203 $ 1,290

Acquired long-term liability

Total long-term liabilities

Acquired long-term

liability of $ 3.4

million consists of a restructuring debt settlement from the acquisition of Amiga.

Approximately $ 0.5 million is current and

included in other accrued expenses and the rest is categorized in long-term liability.

The debt restructuring was entered into in

2021 for a nine year term with six years remaining at December 31, 2024.

Payments are due quarterly as a percentage of the remaining

thousand consists of non-current liabilities related to the acquisition of Telcom.

Approximately $ 32 thousand is current and included in other accrued

expenses and the rest is categorized in long-term liability.

$ 4,142 $ 4,670

Acquired long-term liability of $ 2.9 million consists of a restructuring debt settlement from the acquisition of Amiga.

Approximately $ 0.5 million is current and included in other accrued expenses and the rest is categorized in long-term liability.

The debt restructuring was entered into in 2021 for a nine -year term with five years remaining at December 31, 2025 .

Payments are due quarterly as a percentage of the remaining balance due.

COMMITMENTS AND CONTINGENCIES

Legal Matters:

The Company may from time

to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including

actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters.

Any litigation

could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses,

or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations.

The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters.

Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations.

Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty.

We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business,

results of operations or financial condition.

However, regardless of the outcome, litigation can have an adverse impact on us because

of associated cost and diversion of management time.

As of December 31, 2024, after consulting with legal counsel, management believes

there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

Other Commitments:

The Company enters into various

contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments.

Since inception,

the Company entered into agreements to act as a reseller for certain vendors;

joint development contracts with third parties;

agreements where the Company would pay a referral fee to the referrer for business generated;

sales agent agreements whereby sales agents

would receive a fee equal to a percentage of revenues generated by the agent;

business development agreements and strategic alliance agreements

where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first

refusal with respect to certain projects of the other parties;

agreements with vendors where the vendor may provide marketing, investor

relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum

purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising

capital for the Company.

On September 1, 2020, the

Company entered into a five-year operating lease for their headquarters building in San Diego, California, with two one-year options to

extend the term of the lease.

At this time, it is not reasonably certain that the Company will extend the term of the lease and, therefore,

the renewal periods have been excluded from the right-of-use (“ROU”) asset.

As part of the All Cell acquisition,

the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million in right-of-use asset and lease liability.

We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition.

However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time.

As of December 31, 2025 , after consulting with legal counsel, management believes there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

On September 1, 2020, the Company entered into a five -year operating lease for their headquarters building in San Diego, California.

The term of the existing lease was extended until February 28, 2026 and subsequently until September 30, 2026.

The agreement also provides that the Landlord may terminate the lease upon sixty ( 60 ) days’ prior written notice to the Company.

At this time, it is not reasonably certain that the Company will extend the term of the lease and, therefore, the renewal periods have been excluded from the right-of-use (“ROU”) asset.

As part of the All Cell acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million in right-of-use asset and lease liability.

The lease term ended on August 31, 2023 and contains clauses for annual rent escalation.

The present values of the lease payment streams

were calculated using an effective borrowing rate of 10 %.

The Company remained in the facility on a month-to-month lease and then entered

into a five-year lease extension effective February 1, 2024 and recorded $ 1.4 million in right-of-use asset and lease liability.

As part of the acquisitions

in Serbia, the Company assumed a lease for a small office and a few minimal leases in Belgrade, Serbia, which have an indefinite term

and may be terminated at any time with 30 day’s notice.

The present values of the lease payment streams were calculated using an effective borrowing rate of 10 %.

The Company remained in the facility on a month-to-month lease and then entered into a five -year lease extension effective February 1, 2024 and recorded $ 1.4 million in right-of-use asset and lease liability.

As part of the acquisitions in Serbia, the Company assumed a lease for a small office and a few minimal leases in Belgrade, Serbia, which have an indefinite term and may be terminated at any time with 30 days’ notice.

Because of the short term and small value, these leases were not capitalized.

During the twelve months ended

December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities were $ 1.1 million and $ 0.8

million, respectively.

Operating lease costs for the twelve months ended December 31, 2024 and 2023 were $ 1 .0 million and $ 0.8 million,

respectively.

The table below summarizes the Company's lease-related

assets and liabilities as of December 31, 2024 and 2023 (in thousands):

Schedule of lease assets and liabilities

During the twelve months ended December 31, 2025 and 2024 , cash paid for amounts included in the measurement of operating lease liabilities were $ 0.8 million and $ 1.1 million, respectively.

Operating lease costs for the twelve months ended December 31, 2025 and 2024 were $ 0.8 million and $ 1.0 million, respectively.

The table below summarizes the Company's lease-related assets and liabilities as of December 31, 2025 and 2024 :

$ 1,358 $ 1,893

Lease liabilities

2 unchanged sentences

Total Lease liabilities

Supplemental cash flow information

related to the lease is as follows:

$ 1,299 $ 1,667

Supplemental cash flow information related to the lease is as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$ 752 $ 1,098

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

$ 442 $ 1,697

Weighted Average Remaining Lease Term:

2 unchanged sentences

Operating leases

As the Company’s leases

do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value.

estimated incremental borrowing rate is derived from information available at the lease commencement date.

The future minimum rental commitments

for our operating leases is as follows (in thousands):

Schedule of minimum lease

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value.

The estimated incremental borrowing rate is derived from information available at the lease commencement date.

The future minimum rental commitments for our operating leases is as follows:

Total undiscounted future minimum payments

3 unchanged sentences

Stock Issued for Acquisitions

The Company issued 1,055,000

shares of its common stock upon acquiring certain assets of All Cell during the year ended December 31, 2022.

An additional 446,815 shares

were issued in 2023 to All Cell in payment of contingent consideration for 2022 results.

The Company issued 451,807

shares of its common stock upon acquiring Amiga during the year ended December 31, 2023.

The Company issued 82,506 shares of its common stock upon acquiring Telcom during the year ended December 31, 2024.

See further discussion in note 4.

Business Combination.

The Company issued 82,506

shares of its commons stock upon acquiring Telcom during the year ended December 31, 2024.

See further discussion in note 4.

Committed Equity Facility

2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B.

Riley Principal Capital II,

LLC under which the Company issued 281,157 shares for approximately $ 3 .0 million.

In 2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B.

Riley Principal Capital II, LLC under which the Company issued 281,157 shares for approximately $ 3.0 million.

As consideration for B.

Riley’s commitment to

purchase shares of the Company’s common stock, the Company issued B.

Riley 10,484 shares of its common stock in both September 2022

and April 2023.

Riley’s commitment to purchase shares of the Company’s common stock, the Company issued B.

Riley 10,484 shares of its common stock in both September 2022 and April 2023.

The facility was terminated on October 1, 2024.

Company issued 281,157

shares under the Purchase Agreement for $ 3 .0

million in proceeds, of which $ 0.5

million was offset by the offering costs as of December 31, 2024.

The Company issued 281,157 shares under the Purchase Agreement for $ 3.0 million in proceeds, of which $ 0.5 million was offset by the offering costs as of December 31, 2024.

Awards Under Stock Incentive Plans

On June 9, 2021, the Company’s

stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s

common stock are allowed to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to

the 630,000 shares previously allowed under the Beam Global 2011 Stock Incentive Plan.

The number of shares reserved for issuance under

the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate

number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number

as may be determined by our board of directors or compensation committee.

As of December 31, 2024, 2.9 million shares remain available

to grant under the 2021 Plan.

On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are allowed to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously allowed under the Beam Global 2011 Stock Incentive Plan.

The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5 % of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee.

As of December 31, 2025 , 3.9 m illion shares remain available to grant under the 2021 Plan.

Stock Options

Stock options are granted

to new and existing employees.

Stock options are granted to new and existing employees.

New employee option grants generally have a term of ten years and vest ratably over four years.

employee option grants generally have a term of ten years and vest immediately upon grant.

The fair value of each

option is estimated on the date of grant using the Black-Scholes option-pricing model.

This model incorporates certain assumptions

for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life

and expected volatility in the market value of the underlying common stock based on our historical volatility.

The Company uses the

simplified method to estimate the expected term.

The expected term of stock options granted to employees is equal to the contractual

term of the option award.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded

options, which have no vesting restrictions and are fully transferable.

In addition, option valuation models require the input of

highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants

have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can

materially affect the fair value estimate.

We used the assumptions in

the table below and we assumed there would not be dividends granted for the options granted in fiscal 2024 and 2023:

Schedule of assumptions for

options granted

Existing employee option grants generally have a term of ten years and vest immediately upon grant.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model.

This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock based on our historical volatility.

The Company uses the simplified method to estimate the expected term.

The expected term of stock options granted to employees is equal to the contractual term of the option award.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.

In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate.

We used the assumptions in the table below and we assumed there would not be dividends granted for the options granted in fiscal 2025 and 2024 :

Year Ended December 31,

1 unchanged sentence

86.90 % - 91.08 % 89.04 % - 92.70 %

90.25 % - 94.51 %

Expected term

Expected term (years)

Risk-free interest rate

3.79 % - 4.16 % 3.63 % - 4.48 %

3.55 % - 4.47 %

Weighted-average FV

Option activity for the years ended December 31,

2024 and 2023 is as follows:

Schedule of option activity

Contractual Life

$ 1.22 $ 4.02

Option activity for the years ended December 31, 2025 and 2024 is as follows:

(in thousands)

Outstanding at December 31, 2023

481,858 $ 10.41 7.18 233

( 177,554 ) 9.92

Outstanding at December 31, 2024

663,004 $ 6.69 7.75 $ -

Exercisable at December 31, 2024

384,755 $ 8.63 6.65 $ -

( 150,054 ) 5.86

Outstanding at December 31, 2025

737,450 $ 5.33 7.66 $ -

Exercisable at December 31, 2025

The Company’s

stock option compensation expense was $ 0.8

million and $ 0.7

million for the years ended December 31, 2024 and 2023, respectively, and there was $ 1.4

million of total unrecognized compensation costs related to outstanding stock options at December 31, 2024 which will be recognized

There were no options exercised in the year ended December 31, 2024, and the total intrinsic value of options exercised was

immaterial for the year ended December 31, 2023.

Number of stock options vested and unvested as of December 31, 2024 were 384,755

and 278,249 ,

respectively.

During the years ended December 31, 2024 and 2023, the weighted average fair value of options granted was $ 4.02 and

$ 5.93 per share, respectively.

Stock-based compensation expense is generally included in selling, general and administrative

expenses in the consolidated statement of operations.

Restricted Stock Units

In November 2022, the Company

granted 285,000 restricted stock units (RSUs) to its Chief Executive Officer (CEO), half of which contain performance conditions (PSUs).

50% of the RSUs without performance conditions vested upon grant, and 25% vested on February 1 st of 2024 and 25% vested on

February 1 st of 2025.

The number of shares issuable under the PSUs are determined based on the achievement of performance metrics

specific to the Company that are measured at the end of fiscal year 2024.

The fair value of both the RSUs and PSUs were based on the stock

price of $13.05 per share on the date of grant.

The PSUs were further reviewed to determine estimated performance over the term and then

a factor was applied ranging from 0% to 150% of the grant date fair value.

As of December 31, 2024, the PSUs achieved the “maximum”

three-year cumulative revenue payout at 150% and the “threshold” three-year average gross margin resulting in 75% resulting

in an additional 44,531 PSUs granted for a total of 187,031 shares granted.

A summary of activity of the RSUs for the year

ended December 31, 2024 is as follows:

of RSU activity

Weighted Average Grant Date Fair Value

554,061 $ 5.90 7.43 $ -

The Company’s stock option compensation expense was $ 0.4 million and $ 0.8 million for the years ended December 31, 2025 and 2024 , respectively, and there was $ 3.9 million of total unrecognized compensation costs related to outstanding stock options at December 31, 2025 which will be recognized over 5.3 years.

There were no options exercised in the year ended December 31, 2025 , and the total intrinsic value of options exercised was immaterial for the year ended December 31, 2024 .

Number of stock options vested and unvested as of December 31, 2025 were 554,061 and 183,389 , r espectively.

During the years ended December 31, 2025 and 2024 , the weighted average fair value of options granted was $ 5.90 and $ 4.02 per share, respectively.

Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.

Restricted Stock Units and Common Stock

During the year ended December 31, 2025, the Company granted 222,656 restricted stock units (RSUs), 187,031 of which contain performance conditions (PSUs), as well as 870,000 shares of the Company's common stock to its Chief Executive Officer.

All units and shares vested upon issuance.

A summary of activity of the RSUs for the year ended December 31, 2025 is as follows:

Average Grant

Date Fair Value

Unvested at beginning of 2025

Unvested at end of 2025

A summary of activity of the PSUs for the year

ended December 31, 2024 is as follows:

Schedule of RSU activity

Weighted Average Grant Date Fair Value

A summary of activity of the PSUs for the year ended December 31, 2025 is as follows:

Average Grant

Date Fair Value

Unvested at beginning of 2025

Unvested at end of 2025

Stock compensation expense

related to restricted stock units was $ 1.8 million during the year ended December 31, 2024, with $ 0.2 million in unrecognized stock compensation

expense remaining to be recognized over 2 months as of December 31, 2024.

There were 35,625 restricted stock units that vested during

the year ended December 31, 2024.

Stock compensation expense related to restricted stock units was $ 0.5 million during the year ended December 31, 2025 , with no further unrecognized stock compensation expense to be recognized as of December 31, 2025 .

Stock compensation expense related to common stock granted was $ 1.3 million during the year ended December 31, 2025 .

Restricted Stock Awards

The Company issues restricted

stock to the members of its board of directors as compensation for such members’ services.

Such grants generally vest ratably over

four quarters.

Through 2022, the Company also issued restricted stock to its CEO, for which generally 50% of the shares granted vest

ratably over four quarters and the remaining 50% vest ratably over twelve quarters.

The common stock related to these awards are issued

to an escrow account on the date of grant and released to the grantee upon vest.

The fair value is determined based on the closing stock

price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.

A summary of activity of the restricted stock awards

for the years ended December 31, 2024 and 2023 is as follows:

Schedule of restricted stock awards

The Company issues restricted stock to the members of its board of directors as compensation for such members’ services.

Such grants generally vest ratably over four quarters.

Through 2022, the Company also issued restricted stock to its CEO, for which generally 50 % of the shares granted vest ratably over four quarters and the remaining 50 % vest ratably over twelve quarters.

The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vest.

The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.

A summary of activity of the restricted stock awards for the years ended December 31, 2025 and 2024 is as follows:

Average Grant

1 unchanged sentence

Nonvested at December 31, 2023

$ 1,238 $ 20.17

( 71,803 ) 6.44

( 10,080 ) 6.20

Nonvested at December 31, 2024

( 121,359 ) 2.13

Nonvested at December 31, 2025

Stock compensation expense

related to restricted stock awards was $ 0.5 million for the year ended December 31, 2024 and $ 0.4 million for the year ended December

31, 2023, respectively.

Stock compensation expense related to restricted stock awards was $ 0.4 million for the year ended December 31, 2025 and $ 0.5 million for the year ended December 31, 2024 , respectively.

Fair values of restricted stock vested during each of the years ended December 31, 2025 and 2024 were 0.4 million.

As of December 31, 2024,

there were no unreleased shares of common stock.

During the year ended December

31, 2024, the Company had exercisable warrants to purchase up to 200,000 shares of the Company’s common stock at a price per share

equal to $17.00 to a consultant for investor relations services to be provided over a five-year period.

The warrants are immediately exercisable

but are subject to repurchase by the Company until the required service is provided.

The fair value of such warrants was $8.05 per share

or $ 1.6 million on the date of grant using the Black-Scholes option-pricing model.

This model incorporated certain assumptions for inputs

including a risk-free market interest rate of 3.86%, expected dividend yield of the underlying common stock of 0%, expected life of 2.5

years and expected volatility in the market value of the underlying common stock based on our historical volatility of 99.6%.

value of the warrants was recorded to prepaid expenses and other current assets to be recognized over the service period.

During the year

ended December 31, 2024, $ 0.3 million was recorded as expense and at December 31, 2024, $1.0 million of cost has not been recognized and

will be recognized over the next 3.25 years.

A summary of activity of warrants outstanding for

the years ended December 31, 2024 and 2023 is as follows:

Schedule of warrant outstanding

Number of Warrants

Weighted Average Exercise Price

As of December 31, 2025 , there were no unvested shares of common stock.

As of December 31, 2025 , the Company had outstanding warrants to purchase up to 200,000 shares of the Company’s common stock at a price per share equal to $ 17.00 to a consultant for investor relations services to be provided over a five -year period.

The warrants are immediately exercisable but are subject to repurchase by the Company until the required service is provided.

The fair value of such warrants was $ 8.05 per share or $ 1.6 million on the date of grant using the Black-Scholes option-pricing model.

This model incorporated certain assumptions for inputs including a risk-free market interest rate of 3.86 %, expected dividend yield of the underlying common stock of 0 %, expected life of 2.5 years and expected volatility in the market value of the underlying common stock based on our historical volatility of 99.6 %.

The fair value of the warrants was recorded to prepaid expenses and other current assets to be recognized over the service period.

During the year ended December 31, 2025 , $ 0.3 million was recorded as expense and at December 31, 2025 , $ 0.7 million of cost has not been recognized and will be recognized over the next 2.25 years.

A summary of activity of warrants outstanding for the years ended December 31, 2025 and 2024 is as follows:

Outstanding at December 31, 2023

610,745 $ 9.80

( 282,334 ) 6.40

( 128,411 ) 6.30

Outstanding at December 31, 2024

200,000 $ 17.00

Outstanding at December 31, 2025

200,000 17.00

Exercisable at December 31, 2025

Exercisable warrants as of December 31, 2024 have

a weighted average remaining contractual life of 3.25

years and will expire in March 2028.

The intrinsic value of the exercisable shares of the warrants at December 31, 2024 was $ 0.00 .

During the year ended December

31, 2024, 128,411 warrants to purchase shares of the Company’s registered common stock were exercised generating $ 0.8 million, and

in the year ended December 31, 2023, 29,459 warrants to purchase shares of the Company’s registered common stock were exercised

generating $ 0.2 million.

For each of the identified

periods, revenues can be categorized into the following (in thousands):

Schedule of revenues

Outstanding warrants as of December 31, 2025 have a weighted average remaining contractual life of 2.25 years and will expire in March 2028.

The outstanding shares of the warrants at December 31, 2025 have no intrinsic value.

During the year ended December 31, 2025 , no warrants were exercised, and in the year ended December 31, 2024 , 128,411 warrants to purchase shares of the Company’s registered common stock were exercised generating $ 0.8 million.

For each of the identified periods, revenues can be categorized into the following:

Twelve Months Ended

Product sales

$ 24,351 $ 46,057

Maintenance fees

2 unchanged sentences

Discounts and allowances

( 59 ) ( 243 )

Total revenues

During the year ended December

31, 2024 and 2023, 62 % and 80 % of revenues were derived from federal, state and local governments, respectively.

In addition, 25 % of revenues

in the year ended December 31, 2024 were international sales compared to 15 % in the prior year.

At December 31, 2024 and

2023, deferred revenue was $ 1.6 million

and $ 1.2 million, respectively.

amounts consisted mainly of customer deposits in the amount of $ 0.6

million and $ 0.7

million for December 31, 2024 and 2023, respectively and prepaid multi-year maintenance plans for previously sold products which account

million and $ 0.5

million for December 31, 2024 and 2023, respectively, and pertain to services to be provided through 2035.

Revenue recognized during

the year ended December 31, 2024 and 2023 which pertained to revenue deferred in prior years was $ 1 .0

million and $ 0.4 million respectively.

The balance of contract assets

is driven the by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting

period and when amounts are invoiced to the customer.

The balance of contract liabilities is driven by the difference in timing between

when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.

The following table provides

the activity for the contract liabilities recognized (in thousands):

Schedule of contract liabilities

$ 28,236 $ 49,336

During the year ended December 31, 2025 and 2024 , 29 % and 62 % of revenues were derived from federal, state and local governments, respectively.

In addition, 40 % of revenues in the ye ar ended December 31, 2025 were international sales compared to 25 % in the prior year.

At December 31, 2025 and 2024 , deferred revenue was $ 2.5 million and $ 1.6 million, respectively.

These amounts consisted mainly of customer deposits in the amount of $ 1.5 million and $ 0.6 million for December 31, 2025 and 2024 , respectively and prepaid multi-year maintenance plans for previously sold products which account for $ 1.0 million and $ 1.1 million for December 31, 2025 and 2024 , respectively, and pertain to services to be provided through 2035 .

Revenue recognized during the year ended December 31, 2025 and 2024 which pertained to revenue deferred in prior years was $ 0.1 million and $ 1.0 million respectively.

The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer.

The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.

The following table provides the activity for the contract liabilities recognized:

For the Year Ended

Beginning Balance

$ 1,647 $ 1,230

Recognized in revenue

( 195 ) ( 245 )

Ending Balance

There was no Federal income

tax expense for the years ended December 31, 2024 and 2023 due to the Company’s net losses.

Income tax expense represents the minimum

state taxes due.

The provision for income taxes

consists of the following:

Schedule of provision for

Net provision (benefit)

The pretax loss by country

is shown below (in thousands):

Schedule of pretax loss

$ 2,490 $ 1,647

The provision for income taxes consists of the following:

( 252 ) ( 307 )

$ ( 406 ) $ ( 94 )

The components of loss from continuing operations before provision for income taxes consists of the following:

Year Ended December 31,

United States

$ 19,975 $ 10,537

International

The blended Federal and State

tax rate of 27.31 % applies to loss before taxes.

The Company’s tax expense differs from the “expected” tax expense for

Federal income tax purposes, (computed by applying the United States Federal tax rate of 21% to loss before taxes), as follows (in thousands):

Schedule of income tax reconciliation

Total $ 27,409 $ 11,376

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes, (computed by applying the United States Federal tax rate of 21 % to loss before taxes).

The following is a reconciliation of the Company’s effective tax rate on income and the statutory rate for the year ended December 31, 2025.

December 31, 2025

Tax benefit at the U.S.

statutory rate

$ ( 5,756 ) 21.00 %

State and local income tax (net of FBOS)

Change in Valuation Allowance

3,598 (13.13) %

Nontaxable or nondeductible items

Foreign tax effects:

Goodwill impairment

Rate differential

Prior year deferred true-up

( 223 ) 0.82 %

( 73 ) 0.27 %

Prior Year True-Up

$ ( 406 ) 1.48 %

As previously disclosed, prior to the adoption of ASU 2023 - 09, the difference between the provision (benefit) for income taxes and the amount computed by applying the U.S.

federal income tax rate for the year ended December 31, 2024 is as follows:

Year Ended December 31,

7 unchanged sentences

Change in deferred tax asset valuation allowance

Deferred income taxes reflect

the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts used for income tax purposes.

The effects of temporary differences that gave rise to significant portions of deferred tax

assets and liabilities are as follows (in thousands):

Schedule of deferred tax assets and liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows:

Year Ended December 31,

1 unchanged sentence

Stock options

$ 1,531 $ 1,081

Deferred Revenue

3 unchanged sentences

Net operating loss carryforward

26,446 22,167

Total gross deferred tax assets

32,133 26,417

Deferred tax asset valuation allowance

( 31,810 ) ( 25,913 )

Total net deferred tax assets

Deferred tax liabilities:

( 290 ) ( 442 )

( 1,236 ) ( 1,352 )

Total deferred tax liabilities

( 1,526 ) ( 1,794 )

Total net deferred taxes

As a result of the Company’s history of incurring operating

losses, a full valuation allowance has been established.

The valuation allowance at December 31, 2024 was $25.9

The increase in the valuation allowance during 2024 was $ 3.4

million which was all recorded through deferred taxes.

At December 31, 2024,

the Company has a Federal net operating loss carry forward of $ 79 .0 million, of which $ 25.1 million is available to offset future net

income through 2037, a State net operating loss carry forward of $ 84.7 million.

The net operating loss (“NOL”) expires during

the years 2027 to 2037 and $ 53.9 million may be carried forward indefinitely and limited to offsetting 80% of taxable income.

The utilization

of the net operating loss carryforwards is dependent upon the ability of the Company to generate sufficient taxable income during the

carryforward period.

In the event that a significant change in ownership of the Company occurs as a result of the Company’s issuance

of common stock, the utilization of the NOL carry forward will be subject to limitation under certain provisions of the Internal Revenue

$ ( 1,203 ) $ ( 1,290 )

As a result of the Company’s history of incurring operating losses, a valuation allowance has been established.

The valuation allowance at December 31, 2025 was $ 31.8 million.

The increase in the valuation allowance during 2025 was $ 5.9 million which was all recorded through deferred taxes.

At December 31, 2025 , the Company has a Federal net operating loss carry forward of $ 92.8 million, of which $ 25.1 million is available to offset future net income through 2037.

The net operating loss (“NOL”) expires during the years 2027 to 2037 and $ 67.7 million may be carried forward indefinitely and limited to offsetting 80 % of taxable income.

At December 31, 2025 , the Company has a state net operating loss carryforward of $ 97.2 million and no foreign net operating loss carry forward.

The utilization of the net operating loss carryforwards is dependent upon the ability of the Company to generate sufficient taxable income during the carryforward period.

In the event that a significant change in ownership of the Company occurs as a result of the Company’s issuance of common stock, the utilization of the NOL carry forward will be subject to limitation under certain provisions of the Internal Revenue Code.

Management does not presently believe that such a change has occurred.

No liability related to uncertain

tax positions is recorded on the financial statements related to uncertain tax positions.

There are no unrecognized tax benefits as of

December 31, 2024.

No liability related to uncertain tax positions is recorded on the financial statements related to uncertain tax positions.

There are no unrecognized tax benefits as of December 31, 2025 .

The Company does not expect that uncertain tax benefits will materially change in the next 12 months.

1 unchanged sentence

Federal, California, Illinois, Michigan, New York, Tennessee, Texas and Wisconsin State tax returns, and a New York City tax return.

All tax returns will remain open for examination by the Federal and State taxing authorities for three and four years, respectively,

from the date of utilization of any net operating loss carryforwards.

No additional provision has been made for U.S.

income taxes related

to undistributed foreign earnings of the Company’s wholly owned Serbian subsidiary or for unrecognized deferred tax liabilities

for temporary differences related to investments in subsidiaries.

As such, earnings are expected to be permanently reinvested, the investments

are permanent in duration, or the Company has estimated that no additional tax liability will arise as a result of the distribution of

such earnings.

A liability could arise if amounts are distributed by the subsidiary or if the subsidiary is ultimately disposed of.

is not practical to estimate the additional income taxes, if any, related to permanently reinvested earnings.

There are no unremitted

earnings as of December 31, 2024.

All tax returns will remain open for examination by the Federal and State taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards.

The cash paid for income tax (net of refunds) during the year consists of $ 6 thousand for state income taxes and $ 4 thousand for foreign income taxes.

Domestic income taxes included $ 3 thousand for New York City, $ 1 thousand for New York State, and $ 2 thousand for Texas.

Foreign income taxes included $ 4 thousand for Serbia.

SEGMENT REPORTING

Company has a single reportable segment focused around providing clean-technology innovation focused on providing high-quality, renewably

energized products.

The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses

performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability.

The Company has a single reportable segment focused around providing clean-technology innovation focused on providing high-quality, renewably energized products.

The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability.

The CODM is not regularly provided with specific segment expenses, but focuses on revenue, gross profit, and net income.

Expense information,

including cost of sales, can be easily computed from the provided information.

These segment (and consolidated) measures of profitability

are shown in the statements of operations.

Expense information, including cost of sales, can be easily computed from the provided information.

These segment (and consolidated) measures of profitability are shown in the statements of operations.

The measure of segment assets are reported on the balance sheets as total assets.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

SUBSEQUENT EVENTS

Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements through the date of filing.

Based upon this review, the Company identified the following subsequent event that requires disclosure but did not require adjustment to the financial statements.

In February 2026, the Company entered into an agreement to extend its lease in San Diego for an additional seven -month period, through September 30, 2026.

On April 7, 2026, the Company executed an Amended and Restated Employment Agreement with Desmond Wheatley, President and Chief Executive Officer.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 9, 2026

3 unchanged sentences

Power of Attorney

Each person whose signature

appears below constitutes and appoints each of Desmond Wheatley and Lisa A.

Potok, true and lawful attorney-in-fact, with the power of

substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with all

exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the

dates indicated:

Each person whose signature appears below constitutes and appoints each of Desmond Wheatley and Lisa A.

Potok, true and lawful attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated:

Principal Executive Officer:

13 unchanged sentences

/s/ George Syllantavos

April 9, 2026

George Syllantavos

/s/ Desmond Wheatley

April 9, 2026

Desmond Wheatley

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures