What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 354 added, 551 removed, 480 unchanged (65% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current assets

3 unchanged sentences

Inventory, net

11,137 12,284

Total current assets

19 unchanged sentences

Note payable, noncurrent

Contingent consideration, noncurrent

Other liabilities, noncurrent

5 unchanged sentences

Stockholders' equity

Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 18,662,502 and 14,835,630 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 21,136,983 and 19,124,163 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in-capital

3 unchanged sentences

Accumulated Other Comprehensive Income (AOCI)

( 171 ) ( 1,156 )

Total stockholders' equity

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

$ 3,128 $ 6,324

Cost of revenues

Gross (loss) income

Gross (loss) profit

Operating expenses

Impairment of goodwill

(Loss) income from operations

Other income (expense)

Loss from operations

( 6,711 ) ( 15,544 )

Other (expense) income

Interest income

1 unchanged sentence

Interest expense

Other income (expense)

Net (Loss) income

Total Other (expense) income

$ ( 6,855 ) $ ( 15,523 )

Net foreign currency translation (expense) benefit

Total comprehensive (loss) income

Net (loss) income per share - basic

Net (loss) income per share - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Total Comprehensive Loss

$ ( 7,164 ) $ ( 15,062 )

Net Loss per share - basic/diluted

$ ( 0.33 ) $ ( 1.04 )

Weighted average shares outstanding - basic/diluted

20,473 14,990

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements

1 unchanged sentence

(Unaudited, in thousands)

Accumulated Other Additional

Accumulated Other

Comprehensive

Stockholders'

Additional Accumulated Other Total

Common Stock Paid-in- Accumulated Comprehensive Stockholders'

Stock Amount Capital Deficit Income Equity

Balance at December 31, 2025

19,124 $ 19 $ 156,446 $ ( 131,646 ) $ 26 $ 24,845

Stock issued for director services - vested

54 - 94 - - 94

Stock issued to (released from) escrow account - unvested

( 54 ) - - - - -

Employee stock-based compensation expense

215 - 343 - - 343

Impact of foreign currency translation

- - - - ( 309 ) ( 309 )

Sale of stock under ATM agreement

1,798 3 3,409 - - 3,412

- - - ( 6,855 ) - ( 6,855 )

Balance at March 31, 2026

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Settlement of earnout related to acquisition

Employee stock-based compensation expense

Stock based compensation

Impact of foreign currency translation

Sale of stock under Committed Equity Facility

Balance at June 30, 2025

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Employee stock-based compensation expense

Impact of foreign currency translation

Sale of stock under Committed Equity Facility

Balance at September 30, 2025

Accumulated Other Additional

Accumulated Other

Comprehensive

Stockholders'

21,137 $ 22 $ 160,292 $ ( 138,501 ) $ ( 283 ) $ 21,530

Balance at December 31, 2024

Stock issued for director services - vested

Employee stock-based compensation expense

Warrants exercised for cash

Impact of foreign currency translation

Balance at March 31, 2024

Stock issued for director services - vested

Employee stock-based compensation expense

Warrants exercised for cash

Impact of foreign currency translation

Sale of stock under Committed Equity Facility

Balance at June 30, 2024

14,919 $ 15 $ 147,072 $ ( 104,643 ) $ ( 1,156 ) $ 41,288

Stock issued for director services - vested

30 - 94 - - 94

Stock issued to (released from) escrow account - unvested

Employee stock-based compensation expense

Proceeds from issuance of common stock, pursuant to public offering

Stock option exercise and restricted stock unit vestings (cashless)

- - 352 - - 352

Impact of foreign currency translation

Stock issued for acquisition and expenses

Balance at September 30, 2024

- - - - 461 461

- - - ( 15,523 ) - ( 15,523 )

Balance at March 31, 2025

15,043 $ 15 $ 147,518 $ ( 120,166 ) $ ( 695 ) $ 26,672

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements

1 unchanged sentence

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities:

$ ( 6,855 ) $ ( 15,523 )

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

1 unchanged sentence

Provision on credit losses

Change in fair value of contingent consideration liabilities

Impairment of goodwill

Employee stock-based compensation

Stock-based compensation

Disposal of property and equipment

Amortization of operating lease right of use asset

Abandoned patent costs

Changes in assets and liabilities:

2 unchanged sentences

Prepaid expenses and other current assets

Increase (decrease) in:

Accounts payable

5 unchanged sentences

Net cash used in operating activities

( 2,268 ) ( 1,760 )

Investing Activities:

Acquisition, net of cash acquired

Purchase of property and equipment

Payment of deferred consideration

( 47 ) ( 54 )

Funding of patent costs

Net cash used in investing activities

( 47 ) ( 70 )

Financing Activities:

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

Taxes paid related to net share settlement of equity awards

Proceeds from warrant exercises

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

Repayments of note payable

Borrowings of note payable

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes

Net decrease in cash

( 93 ) ( 223 )

Net increase (decrease) in cash

1,004 ( 2,068 )

Cash at beginning of period

Cash at end of period

$ 1,973 $ 2,504

Supplemental Disclosure of Cash Flow Information:

Cash paid for interest

Cash paid for taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Settlement of earnout related to acquisition

Purchase of property and equipment by incurring current liabilities

Fair value of common stock issued as consideration for business combination

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

11 unchanged sentences

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

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

EV charging infrastructure;

Smart Cities infrastructure;

Energy storage solutions;

Energy security and disaster preparedness;

Mobile and stationary equipment;

Transportation infrastructure products;

2 unchanged sentences

The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X.

In Management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024 , and our financial position as of September 30, 2025 , have been made.

In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ended March 31, 2026 and 2025 , and our financial position as of March 31, 2026 , have been made.

All amounts are presented in thousands if otherwise noted.

The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

7 unchanged sentences

Recent Accounting Pronouncements

Recently adopted pronouncements

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 adopted this ASU prospectively on January 1, 2026.

The adoption had no impact on its consolidated financial statements.

Recent pronouncement not yet adopted

2 unchanged sentences

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.

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 paid.

This standard will be 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 our consolidated financial statements.

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 - 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 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.

Concentrations

1 unchanged sentence

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

The Company has not experienced any losses in such accounts from inception through September 30, 2025 .

As of September 30, 2025 , approximately $ 2.6 million of the Company’s cash deposits were greater than the federally insured limits.

The Company has not experienced any losses in such accounts from inception through March 31, 2026 .

As of March 31, 2026 , approximately $ 1.2 million of the Company’s cash deposits were greater than the federally insured limits.

Major Customers

For the three months ended September 30, 2025 , two customers accounted for 13 % and 10 % of total revenues, respectively, and for the three months ended September 30, 2024 , no single customer accounted for more than 10% of revenues.

For the nine months ended September 30, 2025 no one customer accounted for more than 10 % of revenues and only one customer accounted for 18 % of total revenues for the nine months ended September 30, 2024 .

At September 30, 2025 , accounts receivable from two customers accounted for 23 % and 11 % of total accounts receivable and at September 30, 2024 , accounts receivable from two customers accounted for 19 % and 11 % of total accounts receivable each with no other single customer accounting for more than 10% of the accounts receivable balance.

For the three months ended September 30, 2025 and 2024 , the Company’s concentration of sales to commercial customers represented 82 % and 48 % of revenues, respectively and the concentration of sales to federal, state and local governments represented 18 % and 52 % of revenues, respectively.

For the nine months ended September 30, 2025 and 2024 , the Company’s concentration of sales to commercial customers represented 67 % and 31 % of revenues, respectively and the concentration of sales to federal, state and local governments represented 34 % and 70 % of revenues, respectively.

For the three months ended March 31, 2026 , two customers accounted for 12 % and 14 % of total revenues, respectively, and for the three months ended March 31, 2025, one customer accounted for 12 % of total revenue.

At March 31, 2026 , one customer accounted for 20 % of total accounts receivable and at December 31, 2025, one customer accounted for 27 % of total accounts receivable.

For the three months ended March 31, 2026 and 2025 , the Company’s concentration of sales to federal, state and local governments represented 22 % a nd 47 % o f revenues, respectively.

Foreign Operations

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

September 30,

March 31, December 31,

Assets - Serbia

2 unchanged sentences

21,328 23,479

Assets - UAE 311 -

$ 39,952 $ 42,732

2 unchanged sentences

Liabilities - U.S.

10,491 10,376

Liabilities - UAE

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Sales - Serbia

$ 1,572 $ 1,526

3,386 7,878 12,007 33,051

Sales - UAE - - - -

Total Revenues

2 unchanged sentences

$ ( 748 ) $ ( 6,691 )

Net Income/(Loss) - U.S.

Net Loss - U.S.

( 6,100 ) ( 8,832 )

Net Income/(Loss) - UAE ( 27 ) - ( 27 ) -

Total Net Income/(Loss)

Net Loss - UAE

Total Net Loss

$ ( 6,855 ) $ ( 15,523 )

Impairment of Goodwill

The Company operates as one operating segment and reporting unit and therefore evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable.

Management does not believe that the carrying value will be unrecoverable;

however, the sustained decline in our stock price during the three months ended March 31, 2025 triggered an evaluation of the fair value of the reporting unit, which required the use of significant estimates and assumptions.

Due to the inherent uncertainty involved in making these estimates, actual future results could differ.

Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit.

During the three months ending March 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 determined 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 three months ended March 31, 2025.

Accounts Receivable

5 unchanged sentences

The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.

A summary of the allowance for credit losses for the nine months ended September 30, 2025 and the year ended December 31, 2024 :

September 30,

(Dollars in thousands)

A summary of the allowance for credit losses for the three months ended March 31, 2026 and the year ended December 31, 2025 :

Allowance for credit losses:

3 unchanged sentences

End of Period

$ 2,762 $ 939

Fair Value Measurement

15 unchanged sentences

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 September 30, 2025 .

The Company had Level 3 liabilities as of September 30, 2025 .

The Company had Level 3 liabilities as of March 31, 2026 .

There were no transfers between levels during the reporting period.

1 unchanged sentence

Change in fair value

Issue earnout shares for acquisition

Contingent Consideration as of September 30, 2025

Contingent Consideration as of March 31, 2026

Significant Accounting Policies

During the three months ended September 30, 2025 , there were no changes to our significant accounting policies as described in our Annual Report on Form 10 -K for the year ended December 31, 2024 .

During the three months ended March 31, 2026 , there were no changes to our significant accounting policies as described in our Annual Report on Form 10 -K for the year ended December 31, 2025 .

Net Loss Per Share

3 unchanged sentences

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

The following outstanding shares of dilutive instruments as of September 30, 2025 and 2024 were not included in the computation of diluted loss per share:

September 30,

The following outstanding shares of dilutive instruments as of March 31, 2026 and 2025 were not included in the computation of diluted loss per share:

Stock Options

2 unchanged sentences

1,180,950 850,904

Three Months Ended

Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Numerator for basic and diluted loss per share - net (loss) income $ ( 4,870 ) $ 1,297 $ ( 24,671 ) $ ( 6,656 )

Number of shares used in basic computation 17,692 14,702 16,063 14,558

Denominator for diluted loss per share - weighted average number of shares of common stock outstanding 17,692 14,711 16,063 14,558

Loss per share

Basic $ ( 0.28 ) $ 0.09 $ ( 1.54 ) $ ( 0.46 )

Diluted $ ( 0.28 ) $ 0.09 $ ( 1.54 ) $ ( 0.46 )

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.

1 unchanged sentence

Therefore, financial results are reported in a single operating segment.

The Company had net losses of $ 24.7 million for the nine months ended September 30, 2025 which includes $ 17.0 million of non-cash expenses that mainly included impairment of goodwill of $ 10.8 million, employee stock-based compensation of $ 2.5 million, depreciation and amortization of $ 2.7 million and $ 0.8 million of amortization of operating lease right of use asset.

The Company had net losses of $ 6.7 million for the nine months ended September 30, 2024 which includes $ 1.2 million of non-cash expenses that included depreciation and amortization of $ 2.8 million, employee stock-based compensation expense of $ 2.0 million, offset by decreases of $ 4.3 million for a change in fair value of contingent consideration liabilities and $ 0.1 million provision on credit losses.

The Company had net cash used in operating activities of $ 6.7 million and $ 3.1 million for the nine months ended September 30, 2025 and 2024 , respectively.

At September 30, 2025 , the Company had a cash balance of $ 3.3 million and working capital of $ 10.9 million.

The Company had net losses of $ 6.9 million for the three months ended March 31, 2026 which includes $ 3.5 million of non-cash expenses that mainly included provision on credit losses of $ 1.8 million, e mployee stock-based compensation of $ 0.5 million, depreciation and amortization of $ 0.9 million, and $ 0.3 million of amortization of operating lease right of use asset.

The Company had net losses of $ 15.5 million for the three months ended March 31, 2025 which includes $ 12.5 million of non-cash expenses, of which $ 10.8 million related to goodwill impairment.

The Company had net cash used in operating activities of $ 2.3 million and $ 1.8 million for the three months ended March 31, 2026 and 2025 , respectively.

At March 31, 2026 , the Company had a cash balance of $ 2.0 million and working capital of $ 6.2 million.

Based on the Company’s current operating plan and the available working capital that it believes can be converted to cash (specifically the accounts receivable balance of approximately $ 4.7 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 to further support our working capital requirements.

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.

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

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 “Telcom Agreement”) with the owners (the “Telcom Sellers”) of Telcom.

Telcom is a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment.

Beam acquired all of the equity stock of Telcom from the Telcom Sellers in exchange for cash and Beam common stock.

The total purchase price was subject to adjustment based on the amount of cash held by Telcom at closing.

Based on Telcom’s cash balance at closing equal to approximately EUR 220,298 , Beam paid to the Telcom Sellers a purchase price equal to EUR 815,298 which was paid to the Telcom Sellers as follows:

(i) EUR 430,000 cash and (ii) 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 Telcom 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 “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 as of August 31, 2024.

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 Telcom 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 Telcom 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 nine months ended September 30, 2025 is as follows (in thousands):

Balance as of December 31, 2024

Earnout Settlement

Balance as of September 30, 2025

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 thousands):

Earnout Consideration

Total Consideration

The following table shows the allocation of consideration to assets and liabilities at fair value (in thousands):

Assets Acquired

Cash and cash equivalents

Accounts Receivable

Prepaid expenses

Property, plant and equipment

Total assets acquired

Liabilities Assumed

Accounts payable

Accrued Expenses

Other liabilities

Total liabilities assumed

Net assets acquired

The Company believed it to be probable that the maximum amount of Telcom 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.

Pro Forma Unaudited Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of Beam Global and Telcom as if the company had been acquired as of the beginning of the nine months ended September 30, 2024 (in thousands):

September 30,

The pro forma financial information is presented for information purposes only and may not be indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the nine months ended September 30, 2024 .

In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

The unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs.

The statement of operations, in the table above, for the nine months ended September 30, 2024 includes revenues of $ 0.5 million and income from operations of $ 118 thousand from the acquired Telcom business.

Beam Middle East, LLC.

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, LLC, 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 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 September 30, 2025 , there have been no capital contributions.

100 % 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 will consolidate the financials of Beam Middle East, LLC 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.

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 (the “ATM Prospectus Supplement”).

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 March 31, 2026, the Company has $ 11.9 million remaining available for issuance and sale under the ATM Prospectus Supplement to the Company’s effective shelf registration statement on Form S- 3.

Although the Company is focused on achieving profitability through revenue growth, improved gross margins and operating leverage, we expect to continue to incur losses for a period of time.

We may seek additional capital to finance our operations, support working capital needs and execute our business strategy, including through equity or debt financings or other strategic transactions.

There can be no assurance that we will achieve profitable operations or that additional capital or debt financing will be available when needed, on favorable terms, or at all.

Any additional financing, if obtained, may not be sufficient to meet our obligations or support our long-term business strategy.

In addition, any equity financing, debt financing with an equity component, or other strategic transaction could result in significant dilution to our stockholders.

PREPAIDS AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are summarized as follows (in thousands):

September 30,

Prepaid expenses and other current assets are summarized as follows:

Vendor prepayments

$ 1,453 $ 1,303

Prepaid insurance

Total prepaid expenses and other current assets

$ 2,072 $ 2,070

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 September 30, 2025 and December 31, 2024 , inventory consists of the following (in thousands):

September 30,

As of March 31, 2026 and December 31, 2025 , inventory consists of the following:

Finished goods

$ 6,007 $ 5,176

Work in process

1 unchanged sentence

Total inventory

$ 10,423 $ 9,766

PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

September 30,

Property and equipment consist of the following:

Office furniture and equipment

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Machinery and equipment

10,102 10,404

Total property and equipment

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$ 12,312 $ 13,093

Depreciation expense during the three months ended September 30, 2025 and 2024 was $ 0.6 million and $ 0.7 million respectively.

For the nine months ended September 30, 2025 and 2024 , depreciation expense was $ 1.9 million and $ 2.1 million respectively.

For the three months and nine months ended September 30, 2025 and 2024 , depreciation expense recognized in Operating expenses was $ 0.1 million and $ 0.2 million in both periods respectively.

Depreciation recognized in Cost of Goods Sold for the three months ended September 30, 2025 and 2024 was $ 0.6 million and $ 0.1 million respectively.

Depreciation recognized in Cost of Goods Sold for the nine months ended September 30, 2025 and 2024 was $ 1.7 million and $ 0.3 million respectively.

Depreciation expense during the three months ended March 31, 2026 and 2025 was $ 0.6 million and $ 0.7 million respectively.

For the three months ended March 31, 2026 and 2025 , depreciation expense recognized in Operating expenses was $ 0.1 million and $ 0.1 million, respectively.

Depreciation recognized in Cost of Revenues for the three months ended March 31, 2026 and 2025 was $ 0.5 million and $ 0.6 million respectively.

GOODWILL AND INTANGIBLE ASSETS

The following table presents the Company's goodwill asset (in thousands):

September 30,

Beginning balance

$ 10,580 $ 10,270

Foreign exchange

Ending balance

Intangible assets, net, as of September 30, 2025 and December 31, 2024 consists of the following (in thousands):

September 30, 2025

Gross Carrying Amount Accumulated Amortization

Net Carrying Amount Weighted-average Amortization Period (yrs)

The Company recorded a goodwill impairment charge of $ 10.8 million during the three months ended March 31, 2025.

As a result, the Company has no goodwill balance as of December 31, 2025 or March 31, 2026.

Intangible assets, net, as of March 31, 2026 and December 31, 2025 consists of the following:

March 31, 2026

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted-average Amortization Period (yrs)

Developed technology

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$ 11,099 $ ( 3,972 ) $ 7,127

Amortization expense for each of the three and nine months ended September 30, 2025 , and 2024 was $ 0.2 million and $ 0.7 million, respectively.

Amortization expense recognized in Operating expenses for the three months and nine months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.2 million for both years respectively.

Amortization expense recognized in in Cost of Goods Sold for the three months ended September 30, 2025 and 2024 was $ 0.2 million for both years and for the nine months ended September 30, 2025 and 2024 was $ 0.6 million for both years.

Total estimated amortization on the Company’s intangible assets for each of the years ending December 31, 2025 through 2030 and thereafter is as follows (in thousands):

Amortization expense for each of the three months ended March 31, 2026 , and 2025 was $ 0.2 million in each period.

Amortization expense recognized in Operating expenses for the three months ended March 31, 2026 and 2025 was $ 0.1 million in each period.

Amortization expense recognized in Cost of Revenues for the three months ended March 31, 2026 and 2025 was $ 0.1 million in each period.

Total estimated amortization on the Company’s intangible assets for each of the years ending December 31, 2026 through 2030 and thereafter is as follows:

Calendar Years

Amortization Expense

Remaining 2026

ACCRUED EXPENSES AND LONG-TERM LIABILITIES

The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands):

September 30,

The major components of accrued expenses and long-term liabilities are summarized as follows:

Accrued Expenses:

Accrued vacation

Accrued salaries and bonus

$ 1,660 $ 1,239

Accrued vacation

Vendor accruals

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$ 1,182 $ 1,203

Acquired long-term liabilities 3,403 3,380

Deferred revenue 759 800

Operating lease liabilities 765 971

Note payable 148 199

Other long-term liabilities - 216

Total long-term liabilities

Acquired long-term liability

Total other long-term liabilities

$ 3,937 $ 4,142

1 unchanged sentence

Approximately $0.5 million is current and included in other accrued expenses and the remainder is categorized in long-term liability.

The debt restructuring was entered into in 2021 for a nine -year term with five years and three months remaining at September 30, 2025 .

Payments are interest free, not secured, and due quarterly as a percentage of the remaining balance due.

$ 3 thousand consists of current liabilities related to the acquisition of Telcom and included in other accrued expenses.

In May 2023, the Company purchased two new trucks and financed the purchase through an auto loan.

The loan has a term of 60 months, requires monthly payments of approximately $ 4 thousand, and bears interest at a rate of 7.55 % per year.

Payment on the loan began in July 2023, and the loan has a short-term balance of $ 44 thousand.

In March 2024, the Company purchased a forklift and financed the purchase through an auto loan.

The loan has a term of 60 months, requires monthly payments of approximately $ 661 , and bears interest at a rate of 6.54 % per year.

Payment on the loan began in February 2024, and the loan has a short-term balance of $ 7 thousand.

In April 2024, a second forklift was purchased and financed through an auto loan.

The loan has a term of 60 months, requires monthly payments of approximately $ 1,661 , and bears interest at a rate of 7.89 % per year.

Payment on the loan began in April 2024, and the loan has a short-term balance of $ 16 thousand.

The debt restructuring was entered into in 2021 for a nine -year term with four years and nine months remaining at March 31, 2026 .

Payments are due quarterly as a percentage of the remaining balance due.

COMMITMENTS AND CONTINGENCIES

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However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time.

As of September 30, 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.

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;

referral 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.

We face uncertainty related to tariffs and other trade policies, which may increase the costs of securing products from our vendors.

Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products.

Historically, we have taken steps to shift our sourcing strategy away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice.

Uncertainty about trade policy, tariff rates, retaliatory tariffs, and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and we may face challenges in implementing optimal responses to changing trade conditions.

We continue to monitor macroeconomic trends and uncertainties and changes in international trade relations and trade policy, including those related to tariffs.

government has implemented a general tariff on all imports from countries not exempted under certain trade reciprocity criteria and elevated tariffs have been imposed on imports from major trading partners.

Impacted countries have and may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs.

Furthermore, the tariff policy environment is rapidly evolving and there is no guarantee that additional or increased tariffs will not be imposed.

On June 26, 2025, the Company entered into a Lease Extension Agreement with PNN Holdings, LP relating to the Company’s headquarters located at 5660 Eastgate Drive, San Diego, CA 92121.

The term of the existing lease is extended for an additional six ( 6 ) months and now terminates on February 28, 2026.

During the extension term, the monthly base rent will be $ 62,400 , plus additional rent of $ 9,080 for common area maintenance and other NNN charges, for a total monthly payment of $ 71,480 .

The agreement also provides that any time after November 1, 2025, the Landlord may terminate the lease upon sixty ( 60 ) days’ prior written notice to the Company.

Except as modified by the agreement, the terms and conditions of the original lease remain in full force and effect.

The table below summarizes the Company’s lease related assets and liabilities as of September 30, 2025 and December 31, 2024 (in thousands):

For the period ending

As of March 31, 2026 , 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 provides that the Landlord may terminate the lease upon ninety ( 90 ) days’ prior written notice to the Company.

On April 27, 2026, the landlord exercised its right to terminate the lease for San Diego.

The lease will now terminate on July 26, 2026.

The termination will not result in any material early termination penalties to the Company, and the Company does not expect to have any material ongoing obligations under the lease following the termination date.

The Company is evaluating its options with respect to its headquarters’ location and does not expect the termination to have a material adverse effect on its operations.

The Company has additional factory locations in Chicago, Illinois;

Belgrade and Kraljevo in Serbia;

and a sales and administration office in Abu Dhabi, United Arab Emirates.

The table below summarizes the Company’s lease related assets and liabilities as of March 31, 2026 and December 31, 2025 :

$ 1,474 $ 1,358

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The estimated incremental borrowing rate is derived from information available at the lease commencement date.

The future rental commitments for our operating leases are as follows (in thousands):

The future rental commitments for our operating leases are as follows:

Total undiscounted future minimum payments

1 unchanged sentence

Total lease liability

The weighted average remaining lease term and weighted average discount rate for our operating leases as of September 30, 2025 are as follows:

The weighted average remaining lease term and weighted average discount rate for our operating leases as of March 31, 2026 are as follows:

Weighted average remaining lease term (years) 1.93

Weighted average discount rate 10 %

There was no Federal income tax expense for the nine months ended September 30, 2025 or 2024 due to the Company’s net losses.

There was no Federal income tax expense for the three months ended March 31, 2026 or 2025 due to the Company’s net losses.

Income tax expense represents the minimum state taxes due.

As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established.

As of September 30, 2025 , no benefit has been provided for the quarter-to-date and year-to-date loss.

As of March 31, 2026 , no benefit has been provided for the quarter-to-date and year-to-date loss.

On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance.

3 unchanged sentences

Riley Securities, Inc., pursuant to which the Company has the right, but not the obligation, to sell shares of its common stock having an aggregate offering price of up to $ 15.6 million, subject to certain terms and conditions.

The At Market Issuance program generated aggregate net proceeds of $ 6.6 million during the nine months ended September 30, 2025.

The At Market Issuance program generated aggregate net p roceeds of $ 3.4 mi llion during the three months ended March 31, 2026 .

Stock Options

1 unchanged sentence

New employee option grants generally have a term of ten years and vest ratably over four years.

Option activity for the nine months ended September 30, 2025 is as follows:

Option activity for the three months ended March 31, 2026 is as follows:

Outstanding at December 31, 2025

737,450 $ 5.33

( 32,750 ) 8.65

Outstanding at September 30, 2025

Outstanding at March 31, 2026

980,950 $ 4.41

Vested and Exercisable at September 30, 2025

Vested and Exercisable at March 31, 2026

87,432 $ 0.16

5 unchanged sentences

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.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the nine months ended September 30, 2025 and 2024 :

Nine Months Ended September 30,

No options were granted during the three months ended March 31, 2025.

Three Months Ended March 31,

Expected volatility

1 unchanged sentence

Expected term (Years)

6.5 - 7 6.5 - 7

5.0 - 6.5 Years

Risk-free interest rate

1 unchanged sentence

Weighted-average FV

$ 1.25 $ 4.45

The Company’s stock option compensation expense was $ 0.1 million and $ 0.2 million for the three months ended September 30, 2025 and 2024 , respectively, and $ 0.4 million and $ 0.5 million for the nine months ended September 30, 2025 and 2024 , respectively.

There was $ 0.7 million of total unrecognized compensation costs related to outstanding stock options at September 30, 2025 which will be recognized over 4.0 years.

There were no options exercised in the nine months ended September 30, 2025 .

The number of stock options vested and unvested as of September 30, 2025 were 421,731 and 236,023 , respectively.

The Company’s stock option compensation expense was $ 0.3 million and $ 0.1 million for the three months ended March 31, 2026 and 2025 , respectively.

There was $ 0.6 million of total unrecognized compensation costs related to outstanding stock options at March 31, 2026 which will be recognized over 3.5 years.

There w ere no options exercised in the three months ended March 31, 2026 .

The number of stock options vested and unvested as of March 31, 2026 were 775,555 and 205,395 , respectively.

Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.

On June 4, 2025, the Compensation Committee recommended and approved a one -time stock award of 870,000 shares of common stock to the Company’s chief executive officer, Desmond Wheatley, under the Company’s 2021 Equity Incentive Plan.

The common stock award was granted as bonus compensation based on his performance in fiscal years ending December 31, 2023 and 2024 , and in connection with the completed acquisitions of All Cell Technologies, LLC, Amiga DOO Kraljevo and Telcom d.o.o.

Restricted Stock Units

In November 2022, the Board approved a stock grant under the Company’s 2021 Equity Incentive Plan to Mr.

Wheatley, 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 the CEO’s interest with the Company.

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

The number of shares issuable 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 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 , based on the specific performance metrics set by the Company, the target number of shares underlying the PSUs was increased by 44,531 shares of common stock for a total of 187,031 shares granted under the PSU.

There have been no further grants as of the nine months ended September 30, 2025 .

A summary of activity of the RSUs for the nine months ended September 30, 2025 is as follows:

Weighted Average Grant Date Fair Value

Unvested at beginning of 2025

35,625 $ 13.05

( 35,625 ) 2.59

Unvested at September 30, 2025

Stock compensation expense related to restricted stock units was $ 35 thousand during the nine months ended September 30, 2025 .

Stock compensation expense related to performance stock units was $ 0.2 million during the nine months ended September 30, 2025 .

There are no further unrecognized stock compensation expenses remaining to be recognized at this time.

There were no stock compensation expenses related to restricted stock units or performance stock units for the three months ended March 31, 2026 .

Stock compensation expense related to restricted stock units was $ 35 thousand during the three months ended March 31, 2025.

Stock compensation expense related to performance stock units was $ 0.2 million during the three months ended March 31, 2025.

There are no further unrecognized stock compensation expenses related to restricted stock units remaining to be recognized at this time.

Restricted Stock Awards

The Company issues restricted stock awards to the members of its board of directors as compensation for such members’ services.

The Company issues restricted stock awards to non-employee members of its board of directors as compensation for such members’ services.

Such grants generally vest ratably over four quarters.

1 unchanged sentence

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 nine months ended September 30, 2025 :

A summary of activity of the restricted stock awards for the three months ended March 31, 2026 :

Weighted Average Grant Date Fair Value

Unvested at December 31, 2024

Nonvested at December 31, 2025

( 53,683 ) 1.47

Unvested at September 30, 2025

Nonvested at March 31, 2026

161,049 $ 1.75

Stock compensation expense related to restricted stock awards was $ 0.3 million for the nine months ended September 30, 2025 and $ 0.4 million for the nine months ended September 30, 2024 .

Fair values of restricted stock vested during each of the nine months ended September 30, 2025 and 2024 were $ 0.2 million and $ 0.3 million, respectively.

As of September 30, 2025 , there were unvested shares of common stock representing $ 0.1 million of unrecognized restricted stock grant expense which will be recognized over three months.

During the nine months ended September 30, 2025 , the Company had an exercisable warrant to purchase up to 200,000 shares of the Company’s common stock at a price per share equal to $ 17.00 issued to a consultant for investor relations services to be provided over a five -year period starting in March 2023.

The warrant is immediately exercisable but is subject to repurchase by the Company until the required service is provided.

Stock compensation expense related to restricted stock awards was $ 0.1 million for the three months ended March 31, 2026 and $ 0.1 million for the three months ended March 31, 2025 .

Fair values of restricted stock vested during each of the three months ended March 31, 2026 and 2025 were $ 0.1 million for each period.

As of March 31, 2026 , there were unvested shares of common stock representing $ 0.3 million of unrecognized restricted stock grant expense which will be recognized over 9 months.

During the three months ended March 31, 2026 , the Company had an outstanding warrant to purchase up to 200,000 shares of the Company’s common stock at a price per share equal to $ 17.00 issued 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 warrant is $ 8.05 per share or $ 1.6 million on the date of grant using the Black-Scholes option-pricing model.

1 unchanged sentence

The fair value of the warrant was recorded to prepaid expenses and other current assets to be recognized over the service period.

During the nine months ended September 30, 2025 , $ 0.2 million was recorded as expense and at September 30, 2025 , $ 0.8 million of cost has not been recognized and will be recognized over the next 2.4 years.

These warrants are not cashless and expire on March 31, 2028.

A summary of activity of warrants outstanding for the nine months ended September 30, 2025 is as follows:

Number of Shares of Common Stock Underlying Warrants

During the three months ended March 31, 2026 , $ 0.1 million was recorded as expense and at March 31, 2026 , $ 0.6 million of cost has not been recognized and will be recognized over the next 2.0 years.

A summary of activity of warrants outstanding for the three months ended March 31, 2026 is as follows:

Number of Warrants

Weighted Average Exercise Price

1 unchanged sentence

200,000 $ 17.00

Outstanding at September 30, 2025

Outstanding at March 31, 2026

200,000 $ 17.00

The intrinsic value of the shares of common stock underlying the exercisable warrants at September 30, 2025 was $ 0.00 .

For each of the identified periods, revenues are categorized as follows (in thousands):

Exercisable at March 31, 2026

Outstanding warrants at March 31, 2026 have a weighted average remaining contractual life of 2.0 years and will expire in March 2028.

The Outstanding shares of the warrants at March 31, 2026 have no intrinsic value.

For each of the identified periods, revenues are categorized as follows:

Three Months Ended

Nine Months Ended

September 30,

Product sales

2 unchanged sentences

Professional services

967 332 1,114 753

Shipping and handling

141 484 546 2,011

Discounts and allowances

( 1 ) ( 34 ) ( 46 ) ( 213 )

Total revenues

$ 3,128 $ 6,324

The following table disaggregates gross revenue from our clients by significant geographic area for the three and nine months ended September 30, 2025 and 2024 :

For the Three Months Ended

Nine Months Ended

September 30,

The following table disaggregates revenue from our clients by significant geographic area for the three months ended March 31, 2026 and 2025 :

Three Months Ended

United States

$ 1,555 $ 4,798

1,037 1,626 2,926 5,047

321 601 1,392 1,140

316 205 1,015 472

244 84 581 446

424 111 714 197

60 977 552 502

Total revenue

$ 3,128 $ 6,324

During the three months ended September 30, 2025 and 2024 , revenues were derived from federal customers were 0 % and 11 % and for the nine months ended September 30, 2025 and 2024, 6 % and 37 % of revenues were derived from federal customers, respectively.

During the three months ended September 30, 2025 and 2024 , revenues were derived from state and local governments were 18 % and 42 % and for the nine months ended September 30, 2025 and 2024, 28 % and 33 % of revenues were derived from state and local governments, respectively.

In addition, 43 % and 39 % of revenues in the three and nine months ended September 30, 2025 were sales made outside of the United States compared to 32 % and 20 % in the prior year.

At September 30, 2025 and 2024 , deferred revenue was $ 2.3 million and $ 1.6 million, respectively.

These amounts consisted mainly of customer deposits in the amount of $ 1.2 million and $ 1.0 million for September 30, 2025 and 2024 , respectively, and prepaid multi-year maintenance plans for previously sold products which account for $ 1.1 million and $ 0.9 million for September 30, 2025 and 2024 , respectively, and pertain to services to be provided through 2035.

Revenue recognized during the nine months ended September 30, 2025 and 2024 which pertained to revenue deferred in prior years was $ 177 thousand and $ 83 thousand, respectively.

During the three months ended March 31, 2026 and 2025 , less than 1 % and 14 % of revenues were derived from federal customers, respectively, while 21 % and 33 % of revenues were derived from state and local governments, respectively.

In addition, 51 % of revenues in the three months ended March 31, 2026 were sales made outside of the U.S.

compared to 25 % in the prior year.

At March 31, 2026 and 2025 , deferred revenue was $ 2.7 million and $ 1.9 mil lion, respectively.

These amounts consisted mainly of customer deposits in the amount of $ 1.8 million and $ 0.7 million for March 31, 2026 and 2025 , respectively, and prepaid multi-year maintenance plans for previously sold products which account for $ 0.9 million and $ 1.2 million for March 31, 2026 and 2025 , respectively, and pertain to services to be provided through 2035.

Revenue recognized during the three months ended March 31, 2026 and 2025 which pertained to revenue deferred in prior years was $ 80 thousand and $ 48 thousand, 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 (in thousands):

For the Nine Months Ended

September 30,

The following table provides the activity for the contract liabilities recognized:

Three Months Ended

Beginning Balance

1 unchanged sentence

Recognized in revenue

( 116 ) ( 72 )

Ending Balance

8 unchanged sentences

RISKS AND UNCERTAINTIES

The 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.

The impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, including conflicts and instability in the Middle East, and changes in trade policy, including the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in global economic uncertainty and a slowdown in 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, those provided by the Company, while also disrupting supply channels, sales channels, transportation routes, customer procurement processes and marketing activities for an unknown period of time.

In particular, escalation of hostilities involving Iran, Israel, the United States, regional governments or regional proxy groups could adversely affect regional stability, disrupt shipping lanes, impair access to ports and transportation routes, increase fuel, freight, insurance and security costs, and delay or prevent the movement of components and finished products.

Armed conflict, maritime attacks, vessel seizures, blockades, port closures, sanctions, export controls, customs restrictions, banking restrictions, currency instability or other governmental measures affecting the Middle East could also impair the Company’s ability to conduct business, collect receivables, perform under contracts, pay vendors, repatriate funds or realize the expected benefits of its international growth initiatives, including in the Middle East and Africa.

Additionally, recent changes to U.S.

policy related to tariff's implemented by the U.S.

policy related to tariffs 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.

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SUBSEQUENT EVENTS

Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements and has determined that no such reportable subsequent events exist through date of filing.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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.

On April 27, 2026, the landlord for our San Diego headquarters exercised its right to terminate the lease by providing ninety days’ written notice.

The lease which was extended on January 26, 2026 and was scheduled to expire on September 30, 2026, will now terminate on July 26, 2026.

The Company is evaluating its options with respect to its headquarters' location and does not expect the termination to have material adverse effect on its operations.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.

All amounts are presented in thousands if not otherwise noted.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements.

The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:

Important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:

volatility or decline of the Company’s stock price, or absence of stock price appreciation;

fluctuation in quarterly results;

failure of the Company to earn revenues or profits;

fluctuation in quarterly results, including as a result of order timing, customer procurement processes, project approval timelines and budget cycles;

failure of the Company to generate sufficient revenues, improve gross margins or achieve profitability;

inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans;

the Company’s ability to collect accounts receivable, convert backlog into revenue and manage working capital requirements;

risks associated with international operations, foreign currency fluctuations, foreign regulations, geopolitical instability, war, terrorism or other conflict, including conflicts or tensions in the Middle East involving Iran, Israel, the United States, regional governments or regional proxy groups;

material weaknesses in the Company’s internal control over financial reporting and the Company’s ability to remediate those weaknesses;

reductions in demand for the Company’s products and services, whether because of competition, general industry conditions, loss of tax incentives for solar power, technological obsolescence, or other reasons;

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rapid and significant changes to costs of raw materials from government tariffs or other market factors;

significant currency fluctuation or foreign regulations that could impact on our business;

the Company’s ability to realize the anticipated benefits of its strategic initiatives, new products, acquisitions, joint ventures, reseller and distributor relationships, and international growth initiatives;

the preceding and other factors discussed in Part II, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time;

the factors set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events.

We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled "Risk Factors" and elsewhere in this Form 10-Q.

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Moreover, we operate in a very competitive and rapidly changing environment.

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We undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events, except as required by law.

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

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

in San Diego, California and Broadview, Illinois;

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 steel structures with electronic integration such as street lighting, cell towers and energy infrastructure products and also power electronics including invertors, charge controllers, power supplies and LED lighting.

and in Abu Dhabi, United Arab Emirates (“UAE”).

We develop, design, engineer, manufacture, and sell high-quality, rapidly-deployed and autonomous infrastructure products for electric vehicle (“EV”) and autonomous vehicle (“AV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact, unique 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.

Additionally, we manufacture structures with integrated intelligence and electronics such as streetlighting, cell towers and energy infrastructure products 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).

We further design, engineer and manufacture specialized power electronics including inverters, charge controllers, power supplies and LED lighting.

Our EV charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, disruptive, or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable.

We do not compete with EV charging companies;

rather, we assist these companies by offering infrastructure solutions that replace the time-consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV chargers.

We also do not compete with utility companies.

Our products enable utilities and others to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels.

Our products enable utilities and others to deliver reliable and low-cost electricity to EV and AV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels.

Our charging products are rapidly deployed without the need for construction or electrical work.

We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others, who are required to perform a traditional grid-tied EV charger installation construction and electrical project.

Our clean-technology products are designed to replace a complicated, expensive, time-consuming and risk-prone process with an easy, robust and reliable product at a low cost of total ownership.

We provide energy storage technologies that we believe make commodity battery cells safer, longer lasting and more energy efficient.

Our battery management systems, and associated packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.

Our sustainable technology products are designed to replace a complicated, expensive, time-consuming and risk-prone construction and electrical installation process with an easy, robust and reliable product at a low cost of total ownership.

We provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient.

Our battery management systems, and associated thermal packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.

Our street lighting and other street furniture products are mass-produced and sold in 18 nations globally.

We are increasingly adding power electronics, energy storage, computing, sensing, and reporting to our street furniture products as we evolve them to provide greater levels of Smart Cities services.

Beam’s renewably energized infrastructure products and proprietary technology solutions target markets that are experiencing significant growth with annual global spending in billions of dollars.

EV charging infrastructure;

Beam’s renewably energized infrastructure products and proprietary technology solutions target markets:

EV and AV charging infrastructure;

Smart Cities infrastructure;

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Power electronics and telecommunications equipment

The Company focuses on creating high-quality products that are powered primarily by renewable energy, rapidly deployable, have diverse use cases and are attractively designed.

We believe that there is a clear need for rapidly deployable and highly scalable EV charging and infrastructure for Smart Cities, and that our EV ARC™, BeamBike™, BeamPatrol™, BeamSkoot™, BeamSpot™ and other street furniture products fulfill that requirement.

The Company creates high-quality products that are powered primarily by secure and innovative energy sources, rapidly deployable, have diverse use cases and are attractively designed.

We believe that there is a growing demand for rapidly deployable and highly scalable EV and AV charging and infrastructure for Smart Cities, and that our EV ARC™, BeamSpot™ and other street furniture products are designed to address this demand.

We are agnostic to the EV charging service equipment as we do not sell EV charging, rather we sell products which enable it.

Our EV charging infrastructure products replace the traditional infrastructure required to support EV chargers, not the chargers themselves.

Our EV ARC™ and BeamSpot™ products replace the traditional infrastructure required to support EV chargers, not the chargers themselves.

We have over thirty years of experience deploying street-lighting, transportation, energy and telecommunications infrastructure products as a result of our 2023 acquisition of Amiga in Serbia.

We have relationships with existing customers to whom we are now able to sell our renewably energized EV charging infrastructure products as well as our Smart Cities products.

We also acquired relationships with existing customers to whom we are now able to sell our portfolio of innovative energy, mobility and transportation infrastructure products as well as our Smart Cities products.

During the second half of 2024 we significantly expanded our product portfolio with the addition of rapidly deployed and highly scalable charging infrastructure products for electric bicycles, electric scooters, and electric motorcycles.

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Powered by 100% renewable energy, our BeamWell™ self-sufficient water treatment system converts seawater into vital freshwater.

It is equipped with four eMopeds for efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need drinking water, electricity and mobility most.

Our ability to make commodity battery cells safer, longer lived and more energy efficient in bespoke enclosures is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world.

It is equipped with four eMopeds for efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need safe drinking water, electricity and mobility most.

Our ability to make commodity battery cells safer, longer lasting and more energy efficient in bespoke enclosures is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world.

All our renewably energized products generate their own electricity which is stored in our integrated batteries.

Our ability to develop energy-dense, highly safe batteries in unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robotic and medical devices, submersibles, refrigerated transport units, and a wide range of other applications.

We are also able to enhance our patented products, which provide electric vehicle charging, energy security disaster preparedness through the creation of bespoke energy-dense and safe battery products, which are unique to our in-house portfolio.

Our ability to develop energy-dense, highly safe batteries in unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robots, medical devices, top secret military applications, submersibles, refrigerated transport units, and a wide range of other applications.

We believe our chief differentiators are:

Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure when compared to traditional, utility grid tied alternatives;

Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV and AV charging infrastructure when compared to traditional, utility grid tied alternatives;

Our proprietary and patented energy storage solutions;

Our first-to-market advantage with EV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site;

Our first-to-market advantage with EV and AV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site;

Our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions;

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Overall Business Outlook

Our revenues for the first nine months of 2025 were $19.2 million, a 53% decrease from $40.9 million for the first nine months in 2024.

We believe that the decrease in revenue is a result of uncertainty in the U.S.

government’s zero emission vehicle strategy.

These matters have particularly impacted our larger federal customers and we do not believe that they signify any fundamental reduction in any future demand for our products.

As we continue to invest in our sales resources, we hired a new Director of Channel Partnerships in Europe in September 2024 to drive growth in commercial and government sectors.

International customers comprised 39% of all revenue as of September 30, 2025 compared to 20% for the nine months ended September 30, 2024.

Revenues derived from non-government commercial entities increased by 2% for the nine months from 2024 to 2025 and accounted for 67% of total revenues in 2025.

For the nine months ended, September 30, 2025, the Company’s sales to federal, state and local governments represented 34% of revenues verses 70% of the same period revenues in 2024.

We continue to invest in sales personnel, reseller and distribution partnerships, marketing initiatives, and the diversification of our product portfolio through new offerings, while expanding our geographic footprint to reduce reliance on large, single orders of our EV ARC™ product from federal agencies.

We believe, however, that this opportunity continues to exist.

The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases and our new and existing products are brought to larger international audiences, our business will be less impacted by specific variations in order timing.

We have initiated a program of resellers, agents and distributors, as a sales force multiplication strategy without adding to our operating costs, as they are only compensated when they sell products.

This means that we can take our greatly expanded product portfolio and sell it into greatly expanded geographic opportunities, without having to invest significantly.

We now have resellers and agents in the United States, Spain, Portugal, Italy, Germany, Austria, Switzerland, Caribbean, Central America, the Balkans, the Middle East, Africa and Australia.

We have in place a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments.

Revenues for the three months ended March 31, 2026 were $3.1 million, a decrease of $3.2 million, compared to $6.3 million for the three months ended March 31, 2025.

The Company believes the decline is primarily a function of order timing rather than a fundamental change in demand for its products.

Historically, the first quarter is the Company’s lowest revenue period, as customer procurement processes, government budget cycles, and project approval timelines tend to be concentrated in later quarters.

As of March 31, 2026, the Company's backlog was approximately $9.0 million, an increase of $3.0 million from $6.0 million as of December 31, 2025.

More than half of the backlog is attributable to our Smart Cities products, approximately one-third to its energy storage products, and the balance to EV ARC™ and related products.

Management believes the strength of the current backlog is indicative of continued demand which we believe will lead to an improvement in revenue in subsequent quarters.

The composition of revenue shifted meaningfully during the period compared to the prior year period.

International customers comprised 51% of revenue for the three months ended March 31, 2026 compared to 25% for the same period in 2025 as a result of our continued integration of our Serbian acquisitions.

Revenues from non-government commercial entities as a percentage of total revenue increased 48% year-over-year and represented 78% of total revenues for the three months ended March 31, 2026.

Sales to federal, state and local governments represented 22% of revenues for the three months ended March 31, 2026 compared to 47% for the same period in 2025.

The Company believes that as electric vehicle adoption continues to expand and its products reach a larger international audience, the impact of period-to-period order timing variability on reported revenues will diminish over time.

We continue to invest in sales personnel, marketing resources, and new product development, while also expanding our geographic footprint, with the goal of reducing reliance on large individual orders of our EV ARC™ product from federal agencies, while continuing to pursue those opportunities.

Order timing may continue to be uneven due to customer procurement processes, approval timelines and budget cycles;

however, we believe that increased global EV adoption, continued expansion into international markets and the marketing of our new products will reduce the impact of variability in individual order timing on our overall business.

We have a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments.

In addition, the GSA awarded Beam Global a federal blanket purchase agreement in April 2022 which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems.

In Q2 2025, the contract was extended until October 31, 2030.

Although this purchasing contract is not being regularly used by U.S.

Federal government agencies, we have made sales to other non-Federal government entities in the U.S.

using this contract vehicle and we believe that having this contract extended through 2030 and also having it made available to non-Federal government agencies has assisted us in closing sales in 2025 and will continue to assist in streamlining our selling processes in 2026.

To the extent the federal government resumes procurement of electric vehicles and EV charging infrastructure, we believe this contract provides a streamlined and efficient channel to sell to the federal government, which operates the largest fleet in the world.

On November 12, 2025, the Company announced being awarded a cooperative purchasing contract by Sourcewell, expanding it's offerings to U.S.

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Sourcewell combines the purchasing power of over 50,000 participating public agencies, offering hundreds of awarded supplier contracts across public sector and educational organizations to procure the Company's sustainable infrastructure and energy storage solutions through a ready-to-use, negotiated, Sourcewell-vetted contract, streamlining the public purchasing process.

In the nine months ended September 30, 2025, we recorded revenues of $1.1 million for federal customers, compared to $14.9 million for the same period in 2024.

The reduction in federal revenue comes from the current administration's mandate to federal agencies to cease the acquisition and use of electric vehicles and charging infrastructure.

The prior administration was focused heavily on leading EV adoption and incentivizing growth in the broader industry.

Beam Global experienced significant growth in federal sales as a result.

Our commercial, non-government, revenues increased as a percentage of our revenues from 31% to 67% from the first nine months of 2024 to the first nine months of 2025.

In the three months ended March 31, 2026, we recorded revenues of $11 thousand for federal customers, compared to $894 thousand for the same period in 2025.

The decrease was primarily attributable to reduced purchasing activity by U.S.

federal agencies following changes in federal executive priorities relating to fleet electrification and EV charging infrastructure.

During prior periods, federal initiatives supporting EV adoption and charging infrastructure contributed to increased federal customer demand for our products.

The timing and extent of any future federal demand will depend in part on federal policy priorities, agency procurement activity, available funding and broader market adoption of electric vehicles and related charging infrastructure.

Our commercial, non-government, revenues increased as a percentage of our revenues from 53% to 78% from the first three months of 2025 compared to the first three months of 2026.

Our geographic expansion into Europe and our additional business development activities in the Middle East and Africa are, we believe, also providing opportunities for growth which are not dependent on, or impacted by, shifts in U.S.

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We believe we are positioned to benefit significantly from this growth.

Additionally, we are in compliance with the Build America, Buy America Act, which ensures that our U.S.

Additionally, we are in compliance with the Build America, Buy America Act (BABA), which ensures that our U.S.

products are manufactured for our U.S.

customers in the United States using a sufficient amount of domestically sourced materials.

Furthermore, obtaining the CE mark (Conformité Européenne) a mandatory certification indicating that a product complies with European Union (EU) health, safety, and environmental protection standards, on EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, is required for our products to be freely traded within the European Economic Area (EEA).

We believe these certifications our credibility, strengthen consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies.

Beam Global manufactures many products which are not related to EV charging such as our batteries, energy security and smart cities products.

While the current administration is not aligned with the electrification of transportation they are firmly in favor of domestically produced products for energy storage and energy security.

Our BABA compliance will continue to be an asset for the Company as greater emphasis is placed on US production of critical infrastructure products such as those produced by Beam Global.

As a result of the acquisition of All-Cell we now have the ability to create bespoke engineered battery solutions for our products.

Beam All-Cell™ batteries are ideally suited for applications where energy density, safety and bespoke enclosures require high power in small spaces.

Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell™ highly differentiated products.

With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.

In October 2023, the Company acquired Amiga (now renamed Beam Europe), an established manufacturer of specialized steel structures and equipment, producing streetlights, communications and energy infrastructure whose manufacturing, engineering and sales teams service municipalities, states and commercial customers in 19 nations.

The addition of Amiga has expanded Beam’s presence into the European, Middle Eastern and African markets and increased our production, engineering, sales and product development expertise.

Furthermore, we have obtained the CE mark (Conformité Européenne) for our EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, indicating that those products comply with applicable European Union health, safety and environmental protection requirements and may be freely traded within the European Economic Area.

We believe these certifications strengthen our credibility, consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies.

We also manufacture many products which are not related to EV charging such as our batteries, energy security and smart cities products.

Although current federal policy priorities have reduced support for transportation electrification, the Company believes that domestic manufacturing, energy storage and energy security remain areas of potential federal and commercial demand.

The Company believes its compliance with BABA may continue to support its competitive position as customers place greater emphasis on U.S.-manufactured critical infrastructure products.

With our acquisitions of Amiga and Telcom, we now have facilities in Europe that can manufacture and sell Beam Global products for the European market.

Europe is the largest market in the world for EVs and is a strong proponent of clean energy.

We believe there is a lot of potential for growth in this region.

We also expect the EV market to continue to experience significant growth over the next decade which will require additional EV charging infrastructure.

We believe our products are uniquely positioned to benefit from this growth.

The new products we have brought to market offer values which are also not dependent upon US federal government investment.

The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused on green and sustainable energy.

An increase in electric vehicles adoption will increase the demand for charging infrastructure.

We believe that our sustainably energized, rapidly deployed and highly scalable products can play a major role in the provision of EV charging infrastructure for all types of electric vehicles, bikes, scooters and motorcycles in Europe, the Middle East and Africa.

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.

Telcom engineers and manufacturers specialized power electronics including invertors, charge controllers, power supplies and LED lighting.

Telcom has electrical engineering, product development and manufacturing capabilities which Beam believes are ideally suited to improve the Company’s current and future products for the global market while reducing our costs and improving our margins.

Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of renewables and energy storage.

Existing Telcom customers include the region’s largest telecommunications company, as well as other corporate entities, which we believe provide further opportunities for cross-selling the other products in our portfolio.

In November 2024, we deployed our first sponsorship funded network of EV ARC™ systems at Belgrade International Airport in Serbia.

Beam Global retains ownership of the deployed EV ARC™ units and receives recurring payments from Globos Osiguranje, the region’s fastest growing insurance company.

In return, Globos Osiguranje benefits from prominent brand visibility, with their branding displayed on EV ARC™ systems installed in high-traffic parking spaces closest to the airport terminal.

These branded systems are strategically positioned to be visible to travelers as they arrive at, and depart from, the airport.

We also entered into an agreement with Vinci Airports, the world’s leading private airport operator with over 70 airports under management internationally, which does not require us to pay rent because of the amenity value that is delivered to the airport through the provision of free “Driving on Sunshine” experience for their visitors and guests.

We believe that we may be able to repeat this model in other Vinci airports around the world.

We also believe that now that we have successfully proved that this business model works, we can further expand it into different types of environments where there are sufficient densities of people to make the advertising worthwhile.

In December 2024, we partnered with Benzina Zero, an innovative provider of electric mopeds and scooters, electric bicycles and micro-mobility solutions.

Benzina Zero (which is Italian for zero gasoline) is Australia’s leading e-mobility brand offering a range of e-scooters, e-mopeds, e-bikes and e-motorcycles.

Benzina Zero works with global fleet businesses across several industries including food delivery, postal delivery to eco-tourism, and boast a comprehensive dealer network Australia-wide.

Benzina Zero has appointed distributors in Australia, Italy, United Kingdom, Ireland, Slovenia and Croatia, and are also active in New Zealand, Hong Kong, Singapore, Philippines and Finland.

We will bundle Benzina Zero e-mobility solutions with products BeamBike™, BeamWell™ and BeamSkoot™, and will introduce Benzina Zero’s highly ruggedized products to Beam’s existing customers and prospects globally.

This is another approach to increase our sales channels without adding overhead costs.

An increase in electric vehicles adoptions will increase the demand for charging infrastructure.

We believe that our sustainably energized EV ARC TM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.

Our energy security business is also connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency power during utility grid failures.

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With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.

We are in development on our newest patented products which include BeamSpot™, UAV ARC™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets.

Beam Europe (formerly Amiga) is one of Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts in the field of development and deployment of street lighting.

They are working with our engineers to continually improve the engineering and development of our new BeamSpot™ product.

We believe that BeamSpot™ may become our largest selling product.

We are in development on our newest patented products which include- BeamSpot™, BeamFlight™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets.

Amiga, now Beam Europe, is one of Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts in the field of development and deployment of streetlighting.

They are working with our engineers in San Diego and Broadview to continually improve the engineering and development of our new BeamSpot™ product.

We believe that BeamSpot™ may become our largest selling product when available for sale.

BeamSpot™ is currently in the process of being installed and we received our first order for that product within two months of it being launched.

In addition, EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products have fulfilled the requirements to receive the CE mark (Conformité Européenne), a mandatory symbol indicating that a product meets European Union (EU) health, safety and environmental protection requirements, allowing it to be freely traded within the European Economic Area (EEA).

In June 20, 2025, Beam entered into a joint venture agreement with the Platinum Group L.L.C, a diversified, multi-billion-dollar conglomerate operating in energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services in the Emirate of Abu Dhabi, United Arab Emirates.

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We believe this joint venture marks a significant milestone in our global expansion strategy and positions us to capture growth in a region projected to invest over $1 trillion in renewable energy by 2030.

Beam Middle East will be headquartered in Masdar City, a pioneering sustainable urban community and world-class business and technology hub.

Beam Middle East is headquartered in Masdar City, a pioneering sustainable urban community and world-class business and technology hub.

Masdar City is located in Abu Dhabi, the capital of the United Arab Emirates, strategically positioned at the center of the country’s drive toward a net-zero greenhouse-gas emissions by 2050.

The Company’s reported a positive gross margin of 9.9% for the nine months ended September 30, 2025, down 2.5 percentage points from the gross margin reported in for the same period in 2024.

For the three months ended September 30, 2025, 100% of EV ARC™ sales reflected the price increase implemented in 2023.

The year to date gross profits included a negative impact of $2.2 million for non-cash depreciation and intangible amortization.

The gross margin for the nine months ended September 30, 2025, net of non-cash items, was 21.5%.

The Company expects to see costs of goods sold continue to decrease over time.

We have continued to implement lean manufacturing process improvements and make engineering changes to our products, which we expect to result in cost reductions.

Many of the components that we integrate into our products are manufactured by others.

We continue to identify components and sub-assemblies that may be more cost effective to produce in our Serbian facilities, which we believe may further reduce our costs, increase our gross margins, and significantly increase the potential output from our U.S.-based factories.

We expect that the receipt of orders may be inconsistent quarter over quarter, however, we expect that in the long term, our revenues will grow as we expand our product offerings and geographic reach and because we expect to see a significant increase in the global demand for electric vehicle charging infrastructure.

As such we do not anticipate significant pricing pressure on our products.

The increase in demand for electric vehicle charging infrastructure and, we believe, over the long term, our revenues, combined with the cost-cutting measures described above, lead us to believe that we will continue to see improvement in our gross margins in the future.

Beam Europe has the capability to perform several activities which we outsource in the U.S.

We believe that in combination with a generally less expensive operating environment in Serbia, we will be able to produce our products in Europe less expensively than in the U.S., even as we continue to reduce our costs in the U.S.

Over the long term, the Company expects revenue to grow as it expands its product offerings and geographic reach, supported by anticipated increases in global demand for electric vehicle charging infrastructure.

The Company does not anticipate significant pricing pressure on its products.

The combination of expected revenue growth and the cost reduction measures described above leads management to believe that gross margins will improve over time.

Critical Accounting Estimates

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To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

There have been no changes since year end, refer back to the Company’s Form 10-K for December 31, 2024.

Results of Operations

Comparison of Results of Operations for the Three Months Ended September 30, 2025 and September 30, 2024

For the three months ended September 30, 2025, our revenues decreased 50% to $5.8 million compared to $11.5 million for 2024.

Revenues derived from non-government, commercial entities represented 82% of total revenues for the three months ended September 30, 2025 compared to 48% for the three months ended September 30, 2024.

During the three months ended September 30, 2025, $1.0 million, or 18% of product sales, were to Federal, state and local government customers compared to 52% for the three months ended September 30, 2024.

We continue to invest in sales, marketing employees, resources and programs to raise awareness of the benefits and value of our products.

The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption, energy security and smart cities infrastructure requirements increase in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations in order timing.

We expect this trend to continue for the duration of the current administration, however, we expect that the federal government will return to significant purchases of EV charging infrastructure in the future because we anticipate the global electrification trend to continue and we do not believe that future administrations on either side of the aisle will be able to continue to avoid the use of EVs or the infrastructure required to support them.

We do not believe that car manufacturers will continue to manufacture gas and diesel vehicles for the United States while they make EVs for the rest of the world.

This will be particularly true when Europe, the largest vehicle market in the world, bans the sale of all but zero emissions vehicles starting in 2035.

Car manufacturers will have to streamline their supply chains in order to continue to be competitive especially because EVs will cost less to produce than internal combustion engined vehicles.

Therefore, we expect that the decline in sales to federal entities will continue in the short term and then reverse dramatically when the return to EVs is essential.

Furthermore, we believe that there will be a significant increase in the urgency in the requirements for charging infrastructure because the time lost during the current hiatus will need to be made up for.

We expect that Beam Global's rapidly deployed and highly scalable solutions will play a significant role in catering to that urgency.

Gross Profit.

The Company reported a gross loss of $28 thousand, a -0.5% gross margin for the three months ended September 30, 2025, compared to a gross profit of $1.2 million, a 10.7% gross margin in 2024.

The gross profit for 2025 includes a non-cash negative impact of $0.6 million for depreciation and $0.2 million for amortization of intangible assets resulting from the All-Cell acquisition.

Without this non-cash expense, gross profit for 2025 would be $0.7 million with a 12.8% gross margin.

The gross profit for 2024 includes a non-cash negative impact of $0.6 million for depreciation and $0.2 million for amortization of intangible assets resulting from the All-Cell acquisition.

Without this non-cash expense, gross profit for 2024 would have been $2.0M or 17.6% gross margin.

We expect the Company’s revenue to grow in the future and our fixed overhead absorption to improve.

Operating Expenses.

Total operating expenses were $4.8 million for the three months ended September 30, 2025, compared to a credit of $50 thousand in 2024.

The 2024 operating expenses included a $6.1 million dollar non-cash change in fair value of contingent consideration for the Amiga acquisition.

Without that adjustment, the decrease in expenses year over year is mostly attributable to decrease of $0.6 million for salaries, benefits and related costs, $0.3 million decrease in sales and marketing costs and $0.3 million in other G&A.

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and September 30, 2024

For the nine months ended September 30, 2025, our revenues decreased 53% to $19.2 million compared to $40.9 million for the same period in 2024.

Revenues to non-government, commercial entities represented 67% of total revenues for the first nine months ended September 30, 2025.

During the first nine months of 2025, revenues from California represented 19% of total revenues.

International customers comprised 39% of the revenues for the first nine months of 2025 compared to 20% for the same period in 2024.

We continue to invest in sales and marketing employees, resources and programs to raise awareness of the benefits and value of our products.

The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations in order timing.

Gross Profit.

For the nine months ended September 30, 2025, our gross profit was $1.9 million, or 9.9% of sales, compared to a gross profit of $5.1 million, or 12.4% of sales in the same period of 2024.

Our gross profits were negatively impacted by $2.2 million for non-cash depreciation and intangible amortization.

Our gross profits net of non-cash items was 21.5% versus 18.3% in the prior year.

We continue to make engineering changes and work with suppliers to improve our costs which, along with support from our Serbian facilities, we believe will continue to improve our gross profit over time.

Comparison of Results of Operations for the Three Months Ended March 31, 2026 and March 31, 2025

For the three months ended March 31, 2026, our revenues decreased 51% to $3.1 million compared to $6.3 million for the same period in 2025.

Revenues derived from non-government, commercial entities represented 78% of total revenues for the three months ended March 31, 2026 compared to 53% for the three months ended March 31, 2025.

During the three months ended March 31, 2026, $0.7 million, or 22% of product sales, were to federal, state and local government customers compared to 47% for the three months ended March 31, 2025.

The Company expects reduced U.S.

federal government purchasing activity to continue in the near term, reflecting changes in U.S.

federal policy priorities relating to fleet electrification and EV charging infrastructure.

However, the Company believes U.S.

federal agencies may continue to represent a potential long-term opportunity for its products, particularly if federal policy priorities change or if broader market adoption of electric vehicles and related charging infrastructure increases demand.

The timing and extent of any future federal demand remain uncertain and will depend in part on federal policy priorities, agency procurement activity, available funding and broader market conditions.

The Company continues to invest in sales, marketing personnel, resources and programs to raise awareness of the benefits and value of its products.

The receipt of orders may continue to be uneven due to customer procurement processes, project approval timelines and government budget cycles.

However, the Company believes that continued growth in EV adoption, energy security requirements, Smart Cities infrastructure needs and infrastructure funding may reduce the impact of period-to period variations in individual order timing over time.

The Company continues to seek to broaden its revenue base by expanding its customer mix, geographic reach and product applications beyond U.S.

federal government sales.

The Company believes its rapidly deployable infrastructure solutions may be well-positioned to address customer needs in these markets;

however, there can be no assurance that these opportunities will offset reduced U.S.

federal customer demand or that U.S.

federal customer demand will return to prior levels.

Gross Loss (Profit).

The Company reported a gross loss of $0.4 million, representing a negative gross margin of 13.3% for the three months ended March 31, 2026, compared to a gross profit of $0.5 million, or a positive gross margin of 7.9% for the same period in 2025.

Gross results for the three months ended March 31, 2026 included non-cash charges of $0.5 million for depreciation and $0.2 million for amortization of intangible assets arising from the All-Cell acquisition.

Gross results for the three months ended March 31, 2025 included non-cash charges of $0.6 million for depreciation and $0.2 million for amortization of intangible assets.

The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.

Operating Expenses and Impairment of Goodwill.

Total operating expenses were $26.8 million, for the nine months ended September 30, 2025, compared to $11.6 million, for the same period in the prior year.

The 2025 operating expenses included $10.8 million goodwill impairment and $7.7 million increase due to European acquisitions.

Based on the results of the Company’s goodwill impairment procedures, the Company recorded goodwill impairment for the single reporting unit during the three months ended March 31, 2025.

The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of the future performance of our acquired entities or the Company in general have taken and continue to take significant steps to diversify our geographical reach and product offerings while focusing on strategic growth.

The Company believes that the resulting non-cash charge has no impact on the Company’s cash flows or available liquidity.

The $15.1 million increase in operating expenses is mostly attributable to $10.8 million related to the change in fair value of contingent consideration, which is non-cash, for the All Cell, Amiga and Telcom acquisitions.

Without this non-cash expense, operating expenses increased by $4.4 million year over year.

The increases in operating expenses were mostly attributable to $1.1 million related to stock compensation, $0.5 million related to provisions for credit losses and $0.4 million for E&O reserves.

Increases also related to $1.1 million in operating expenses for Beam Europe, $0.2 million related to R&D material expenses, $0.2 million related to building related expenses and $0.2 million related to increases in customer accommodation expenses.

Total operating expenses of $26.8 million, excluding non-cash items, were $11.4 million, which included $10.8 million fair value of contingent consideration, $2.8 million in stock based compensation, $1.3 million allowance for credit losses and $0.7 million depreciation and amortization.

Total operating expenses were $6.3 million for the three months ended March 31, 2026, compared to $16.0 million for the same period in 2025.

The prior period included a non-cash goodwill impairment charge of $10.8 million, and no such charge was recorded for the three months ended March 31, 2026.

Adjusted operating expenses increased by approximately $1.0 million for the three months ended March 31, 2026 compared to the same period in 2025.

The increase was primarily attributable to a $1.6 million increase in the provision for credit losses, partially offset by reductions in salaries and benefits, facilities, and other general and administrative expenses.

The $1.6 million increase in the provision for credit losses relates to a single customer balance that became subject to reserve in accordance with the Company's policy.

Liquidity and Capital Resources

At September 30, 2025, we had cash of $3.3 million, compared to $4.6 million at December 31, 2024.

We have historically met our cash needs through a combination of debt and equity financing and through cash flow from our gross profit.

At March 31, 2026, we had cash of $2.0 million, compared to $1.0 million at December 31, 2025.

We have historically met our cash needs through equity financings and through cash flow from operations.

Our cash requirements are generally for operating activities and acquisitions.

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Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:

September 30,

Cash provided by (used in):

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Net cash used in investing activities

Net cash provided by financing activities

For the nine months ended September 30, 2025, our cash used in operating activities was $6.7 million compared to $3.1 million for the nine months ended September 30, 2024.

Net loss of $24.7 million for the nine months ended September 30, 2025 was decreased by $17.0 million of non-cash expense items that included $10.8 million for Goodwill impairment, $2.7 million for depreciation and amortization, $2.5 million for stock-based compensation, $0.8 million amortization of operating lease right of use assets and $0.2 million in provisions for credit losses.

Cash used in operations also included a $3.0 million decrease in accounts payable, $2.2 million decrease in accounts receivable, $1.7 million decrease in inventory, $0.5 million decrease in prepaid expenses, $0.5 decrease in other long term liabilities related to Beam Europe, $0.4 million decrease in accrued expenses mostly related to salaries and wages and $0.4 million decrease in operating lease liability offset by $0.6 million increase in deferred revenue and $0.3 million increase in sales short term sales taxes payable.

For the nine months ended September 30, 2024, our cash used in operating activities was $3.1 million compared to cash used of $13.8 million for the nine months ended September 30, 2023.

Net loss of $6.7 million for the nine months ended September 30, 2024 was decreased by $1.2 million of non-cash expense items that included depreciation and amortization of $2.8 million, and employee stock-based compensation expense of $2.0 million offset by decreases of $4.3 million for a change in fair value of contingent consideration liabilities and $0.1 million provision on credit losses.

Cash used in operations included a $5.0 million decrease in accounts receivable as well as a $1.7 million decrease in accounts payable primarily for inventory, $0.6 million decrease in operating lease liability and $0.5 million decrease in long term liabilities offset by $0.4 million increase in inventory, $0.3 million increase in deferred revenue, and $0.2 million increase in accrued expenses.

Cash used in investing activities in the nine months ended September 30, 2025 was $0.4 million related to purchases of property and equipment compared to $3.7 million purchased in the same period in the prior year related to deferred consideration of $2.7 million for a cash payment for the Amiga acquisition, $0.5 million used for the Telcom acquisition and $0.4 million for the purchase of equipment.

For the nine months ended September 30, 2025, cash provided by our financing activities was $6.6 million related to proceeds from the At Market Issuance Sales Agreement with B.

Riley Securities, Inc., compared to $1.2 million for the same period in 2024.

In 2024, $0.2 million related to restricted stock unit vesting offset by reductions of $0.8 million related to prior year proceeds from exercise of warrants, $0.5 million proceeds from sale of common stock under committed equity facility and $0.1 million related to borrowings of note payables related to leased vehicles.

Current assets decreased to $21.9 million at September 30, 2025 from $27.1 million at December 31, 2024, primarily due to a decrease of $2.1 million in accounts receivable, $1.2 million in cash, $1.1 million in inventory and $0.7 million in prepaid expenses.

Current liabilities decreased $2.2 million at September 30, 2025 compared to December 31, 2024, primarily due to decreases of $2.6 million in accounts payable, $0.6 million in accrued expenses and $0.1 million in operating lease liabilities offset by increases of $0.7 million in deferred revenue, $0.3 million in sales tax payable and $0.1 million in contingent consideration.

As a result, our working capital decreased to $10.9 million at September 30, 2025 compared to $13.8 million at December 31, 2024.

The Company has been focused on marketing and sales efforts to increase our revenues, and we believe those efforts have led to an increase in revenues by 144% from 2021 to 2022 and 206% from 2022 to 2023.

Even though there was a decrease in revenues of 27% from 2023 to 2024, we believe our marketing and sales efforts have been impactful.

The Company improved its gross profit in 2024 and is expected to continue to improve in the future as a result of price increases implemented late 2023 being almost fully recognized in 2025 and benefits from cost reductions from several design changes.

As revenues increase, we expect to continue to see our fixed overhead costs spread over more units, which will reduce the cost per unit further.

The Company continued to see material cost reductions as synergies are recognized, especially with steel and battery cells, and we expect this trend to continue.

This combined with engineering and manufacturing improvements should result in increasing gross profit margin on the EV ARC™ in the future.

The Company may be required to raise capital to fund its operations until it achieves positive cash flow, which is predicted by increasing sales volumes and the continuation of production cost reduction measures.

The Company could pursue other equity or debt financing.

The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products.

Net cash provided by (used in) financing activities

For the three months ended March 31, 2026, our cash used in operating activities was $2.3 million compared to $1.8 million for the three months ended March 31, 2025.

Cash used in operations included a $0.1 million increase in prepaid expenses and other current assets, $0.8 million increase in inventory, $0.3 million decrease in operating lease liability, $0.1 million decrease in sales tax payable, and $0.2 million decrease in other long-term liabilities.

In addition, cash provided by operations included $1.7 million increase in accounts receivable, $0.4 million increase in accounts payable, $0.2 million increase in accrued expenses and $0.2 million in deferred revenue.

Cash used in investing activities in the three months ended March 31, 2026 was $47 thousand related to purchase of property and equipment.

Cash used in investing activities during the three months ended March 31, 2025 of $70 thousand was primarily related to $54 thousand of equipment purchases, with remainder related to funding of patent costs.

For the three months ended March 31, 2026, cash provided by our financing activities was $3.4 million related to sale of common stock under the Sales Agreement with B.

Cash used in financing activities during the three months ended March 31, 2025 of $15 thousand was related to repayments of a note payable of a vehicle lease.

Current a ssets decreased t o $19.2 million at March 31, 2026 from $21.0 million at December 31, 2025, primarily d ue to a decrease of $3.5 million in accounts receivable which includes an $1.8 million increase in the reserve for credit losses partially offset by a $1.0 million increase in cash.

C urrent liabilities increased to $13.0 million at March 31, 2026 from $12.1 million at December 31, 2025, due to increases of $0.3 million in accounts payable, $0.2 million in accrued expenses, $0.3 million in deferred revenue, and $0.2 million in operating lease liabilities partially offset by $0.1 million decrease in sales tax payable.

As a result, our working capi tal decreased $2.7 million to $6.2 million at March 31, 2026 from $8.9 million at December 31, 2025.

The Company notes that $1.8 million of this decrease is attributable to the non-cash increase in the reserve for credit losses related to a single customer balance reserved in accordance with the Company's policy.

The Company may be required to raise capital through equity or debt financings to fund its operations until it achieves positive cash flow The proceeds from these offerings are expected to be used to provide working capital to fund business operations and the development of new products.

Management cannot currently predict when or if it will achieve positive cash flow.

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In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.

The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products.

Management cannot currently predict when or if it will achieve positive cash flow.

On March 22, 2023, the Company entered into that certain Supply Chain Line of Credit with OCI Limited (“OCI”), whereby OCI may provide a supply chain line of credit in the amount of up to $100 million based on the amounts of approved accounts receivable of the Company (the “Credit Facility”).

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To date, Beam Global has not drawn on this line of credit.

On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement with B.

Riley Securities, Inc., pursuant to which the Company has the right, but not the obligation, to sell up to $8 million in shares of its common stock, subject to certain terms and conditions.

The At Market Issuance program generated aggregate net proceeds of $6.7 million during the nine months ended September 30, 2025.

Management believes that evolution in the operations of the Company may allow it to execute its strategic plan and enable it to experience profitable growth in the future.

This evolution is anticipated to include the following continual steps:

addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the continued acceleration of average sales cycle opportunities.

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 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 (the “ATM Prospectus Supplement”).

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 March 31, 2026, the Company has $11.9 million remaining available for issuance and sale under the ATM Prospectus Supplement to the Company’s effective shelf registration statement on Form S-3.

Management believes that continued operational improvements may support the Company’s ability to execute its strategic plan and pursue profitable growth over time.

These efforts are anticipated to include the addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and negotiating with vendors to reduce to cost, increased public awareness of the Company and its products, and improving the timing of the average sales cycle.

Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations.

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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-Q

Item 1. Financial Statements