What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-03-30 · 123 added, 164 removed, 363 unchanged (44% of the section changed)

RISK FACTORS.

You should carefully consider

the following risk factors, in addition to the other information contained in this report on Form 10-K, including the section of this

report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and our financial

statements and related notes.

If any of the events described in the following risk factors and the risks described elsewhere in this report

occurs, our business, operating results and financial condition could be seriously harmed.

This report on Form 10-K also contains forward-looking

statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in the forward looking

statements as a result of factors that are described below and elsewhere in this report.

We have sustained

recurring losses since inception and expect to incur additional losses in the foreseeable future.

We were formed on

June 12, 2006 and have reported annual net losses since inception.

For our fiscal years ended December 31, 2020 and December 31,

2019, we experienced net losses of $5,213,025 and $3,933,922, respectively (reflects cash and noncash expenses under generally

accepted accounting principles).

You should carefully

consider the following risk factors, in addition to the other information contained in this report on Form 10-K, including the section

of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our

financial statements and related notes.

If any of the events described in the following risk factors and the risks described elsewhere

in this report occurs, our business, operating results and financial condition could be seriously harmed.

This report on Form 10-K also

contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated

in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

We have sustained recurring

losses since inception and expect to incur additional losses in the foreseeable future.

We were formed on June 12, 2006 and

have reported annual net losses since inception.

For our fiscal years ended December 31, 2021 and December 31, 2020, we experienced net

losses of $6,596,039 and $5,213,025, respectively (reflects cash and noncash expenses under generally accepted accounting principles).

Further, as of December 31, 2021, we had an accumulated deficit of $57,618,645.

In addition, we

expect to incur additional losses in the future, and there can be no assurance that we will achieve profitability.

Our future viability,

profitability and growth depend upon our ability to raise capital and successfully operate and expand our operations.

assure that any of our efforts will prove successful or that we will not continue to incur operating losses.

In addition, we expect to incur additional losses in the

future, and there can be no assurance that we will achieve profitability.

Our future viability, profitability and growth depend upon our

ability to raise capital and successfully operate and expand our operations.

We cannot assure that any of our efforts will prove successful

or that we will not continue to incur operating losses.

We may need to raise

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We expect that the net proceeds from the

public offerings in 2019 and 2020 will be sufficient to sustain our operations for at least the next twelve months, until we are able

public offering in 2020 will be sufficient to sustain our operations for at least the next twelve months, until we are able

to generate positive cashflow through our operations.

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activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may have to reduce our operations

face risks related to COVID-19 which could significantly disrupt our manufacturing, research and development, operations, sales and

financial results.

face risks related to COVID-19 which could significantly disrupt our manufacturing, research and development, operations, sales and financial

Our business may be adversely impacted by the effects of the Novel Coronavirus (COVID-19).

In addition to

global macroeconomic effects, the COVID-19 outbreak and any other related adverse public health developments may cause disruption to

our business operations and sales activities.

Our employees, suppliers and customers have been and will continue to be disrupted by

absenteeism, quarantines and restrictions on employees’

ability to work, office and factory closures, delays on deliveries, or

other travel or health-related restrictions.

Depending on the magnitude of such effects on our manufacturing, or the operations of

our suppliers, manufacturing and product shipments will be delayed, which could adversely affect our business, operations.

addition, COVID-19 or other disease outbreak will in the short-run, and may over the longer term, adversely affect the economies and

financial markets within the U.S., resulting in an economic downturn that will affect demand for our products, impact our operating

results, and have a negative impact on our stock price.

There can be no assurance that any decrease in sales resulting from COVID-19

will be offset by increased sales in subsequent periods.

Although the magnitude of the impact of the COVID-19 outbreak on our

business and operations remains uncertain, the continued spread of the COVID-19 or the occurrence of other epidemics will adversely

impact our business, financial condition, operating results and cash flows.

Because we provide energy and transportation resources

which we believe are considered essential services, we are able to continue to produce and deliver products.

However, there is a

high likelihood that we will experience disruptions to our business operations resulting from

quarantines, self-isolations, or other restrictions on the ability of our employees to perform their jobs that may impact our

ability to manufacture and deliver products.

are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers .

We have a few large customers including the City of New York and the State of California that generated 44% and 22%, respectively,

of revenues in 2019 and 0% and 30%, respectively, of revenues in 2020.

Electrify America, LLC was a new customer that generated

30% of our revenues in 2020.

We have contracts with the City of New York and the State of California which can be used by a diverse

group of state and local agencies for the purchase of our products.

The receipt of orders under these contracts has been irregular

and can create fluctuation in our revenues.

In addition, there is no obligation for these customers to purchase any additional

units, or to renew the contracts when they expire.

The City of New York contract will expire on April 16, 2021.

The State of California

contract will expire on June 23, 2022.

If either of these customers significantly reduced their purchases or terminates their contracts,

our results of operations would be adversely affected.

In addition to global macroeconomic

effects, the COVID-19 outbreak, and any other related adverse public health developments may cause disruption to our business operations

and sales activities.

Our employees, suppliers and customers have been and will continue to be disrupted by absenteeism, quarantines and

restrictions on employees’ ability to work, office and factory closures, delays on deliveries, or other travel or health-related

restrictions.

Depending on the magnitude of such effects on our manufacturing, or the operations of our suppliers, manufacturing and product

shipments will be delayed, which could adversely affect our business, operations.

In addition, COVID-19 or other disease outbreak will

in the short-run, and may over the longer term, adversely affect the economies and financial markets within the U.S., resulting in an

economic downturn that will affect demand for our products, impact our operating results, and have a negative impact on our stock price.

There can be no assurance that any decrease in sales resulting from COVID-19 will be offset by increased sales in subsequent periods.

Although the magnitude of the impact of the COVID-19 outbreak on our business and operations has been minor, it remains uncertain, the

continued spread of the COVID-19 or the occurrence of other epidemics may adversely impact our business, financial condition, operating

results and cash flows.

Because we provide energy and transportation resources which we believe are considered essential services, we

are able to continue to produce and deliver products.

However, it is possible that we will experience disruptions to our business operations

resulting from quarantines, self-isolations, or other restrictions on the ability of our employees to perform their jobs that may impact

our ability to manufacture and deliver products.

Our revenues are concentrated

in a small number of customers and they may decrease significantly if we were to lose one of these customers .

We have a few large

customers including the State of California’s Department of General Services and Electrify America, LLC that generated 38% and 2%,

respectively, of revenues in 2021 and 6% and 30%, respectively, of revenues in 2020.

We have a contract with the State of California which

can be used by a diverse group of state and local agencies within the state or across the country for the purchase of our products.

receipt of orders under this contract has been irregular and can create fluctuation in our revenues.

In addition, there is no obligation

for this customer to purchase any additional units, or to renew the contract when it expires.

The State of California contract will expire

on June 23, 2022.

We are in the process of renewing this contract with the state.

If this customer significantly reduced their purchases

or terminates their contract, our results of operations would be adversely affected.

Our revenue growth depends

on consumers’

willingness to adopt electric vehicles.

on consumers’ willingness to adopt electric vehicles.

Our growth is highly dependent upon the adoption of electric

vehicles (“EV”), and we are subject to a risk of any reduced demand for EVs.

If the market for EVs does not gain broad market

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volatility in the cost of oil and gasoline;

consumers’

perceptions of the dependency of the U.S.

consumers’ perceptions of the dependency of the U.S.

on oil from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

access to charging stations and consumers’

perceptions about convenience and cost to charge an EV;

access to charging stations and consumers’ perceptions about convenience and cost to charge an EV;

the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles.

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We are not aware of other companies that provide

a similar infrastructure product that we do, utilizing solar energy to power EV charging.

However, we compete with traditional grid-tied

charging stations.

Our challenge is to market our products in the industry to ensure that potential customers in this industry are aware

of our product offering.

Competition in the solar renewable energy and EV charging industries is intense, and competition is fragmented

among a wide variety of entities.

We operate in a highly competitive environment that is characterized by price fluctuations and rapid

technological change.

Our competitors often have greater market recognition and substantially greater resources than we do.

for RFPs, and in our market in general, may intensify in the future.

Competitors may develop products based on new solar power technologies

that may ultimately have costs similar to, or lower than, our projected costs.

If we fail to compete successfully, our business would

suffer and we may lose or be unable to gain market share and our business and results of operations would be adversely affected.

a similar infrastructure product that we do, utilizing solar energy to power EV charging in a transportable product.

However, we compete

with traditional grid-tied charging stations.

Our challenge is to market our products in the industry to ensure that potential customers

in this industry are aware of our product offering.

Competition in the solar renewable energy and EV charging industries is intense, and

competition is fragmented among a wide variety of entities.

We operate in a highly competitive environment that is characterized by price

fluctuations and rapid technological change.

Our competitors often have greater market recognition and substantially greater resources

Competition for Request For Proposals, and in our market in general, may intensify in the future.

Competitors may develop

products based on new solar power technologies that may ultimately have costs similar to, or lower than, our projected costs.

to compete successfully, our business would suffer and we may lose or be unable to gain market share and our business and results of operations

would be adversely affected.

The solar energy industry

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to impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S.

International Trade Commission (the “International Trade Commission”).

We purchase solar panels exclusively from Sunpower

who is exempt from these tariffs.

However, additional tariffs were imposed on other products, including cells used in our batteries.

is possible that tariffs may increase the costs and restrict the supply of certain of our components, causing us harm.

The imposition

of tariffs is likely to result in a wide range of impacts on the targeted U.S.

International Trade Commission (the “International Trade Commission”).

Recently, we have purchased solar panels exclusively

from one supplier who is exempt from these tariffs.

However, additional tariffs were imposed on other products, including cells used in

our batteries.

It is possible that tariffs may increase the costs and restrict the supply of certain of our components, causing us harm.

The imposition of tariffs is likely to result in a wide range of impacts on the targeted U.S.

industries and the global market in general.

Such tariffs,

if our products or the parts we use to manufacture our products are ultimately determined to be subject to them, could result in significant

additional costs to us.

If we elected to pass such increase in costs on to our customers, they could cause a significant reduction in

demand for our products.

Such tariffs, if our products or the parts we use to manufacture our products are ultimately determined to be subject to them, could result

in significant additional costs to us.

If we elected to pass such increase in costs on to our customers, they could cause a significant

reduction in demand for our products.

We currently have no plans to use modules which are subject to tariffs.

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Further, any product liability claim we face could be expensive

to defend and could divert management’s attention.

The successful assertion of a product liability claim against us could result

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We do not manufacture the EV service equipment (EVSE) which connects to the EV, rather, we deliver power

to other vendors’

EVSE products.

to other vendors’ EVSE products.

As such, we believe that we are less prone to impacts caused by changes in EV technology.

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and chief executive officer, as well as other management personnel.

Loss of the services of any such individuals would adversely impact

our operations.

In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage

over many of our competitors.

Our future success will depend upon our ability to retain these key employees and our ability to attract

and retain other skilled financial, engineering, technical and managerial personnel.

The Compensation Committee is working with a compensation consultant

to structure a long-term compensation plan to retain key employees, however, loss of the services of any such individuals would adversely

impact our operations.

In addition, we believe our technical personnel represent a significant asset and provide us with a competitive

advantage over many of our competitors.

Our future success will depend upon our ability to retain these key employees and our ability

to attract and retain other skilled financial, engineering, technical and managerial personnel.

If we are unable to

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Although we maintain modest

theft, casualty, liability, cyber and property insurance coverage, along with worker’s compensation and related insurance, we cannot

assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business.

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If a greater investment in the business is required because

of cost overruns, the probability of earning a profit or a return of the shareholders’

investment in Beam is diminished.

of cost overruns, the probability of earning a profit or a return of the shareholders’ investment in Beam is diminished.

The equipment comprising

our products currently charge at rates that are comparable to the average charging speed of competitors, but that may change in the future.

Our standard EV ARC™

as a stand-alone does not provide a DC Fast Charge, rather, it charges EVs at a Level II pace which

Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges EVs at a Level II pace which

is consistent with the majority of installed EV chargers in the U.S.

To date, we have found that since most EV trips are relatively short

and local, the standard EV ARC™

has satisfied consumer demand.

Our EV ARC™

HP DC Fast Charging Electric Vehicle Autonomous

and local, the standard EV ARC™ has satisfied consumer demand.

Our EV ARC™ HP DC Fast Charging Electric Vehicle Autonomous

Renewable Charger can provide a DC Fast Charge, so we believe we can compete in that market.

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The Company sources its materials and components from a wide variety of vendors.

However, the Company has several

components that are currently sourced from only one supplier.

They are standard off-the-shelf components, but these components differ

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requirements for metering and other rules and regulations.

In particular, our new EV Standard™

product, designed to provide curbside

In particular, our new EV Standard™ product, designed to provide curbside

EV charging through existing or newly installed street lampposts owned by municipalities and utilities, will require close cooperation

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in significant additional expenses or delays in the installation of our grid-connected products and, as a result, could cause a significant

reduction in demand, especially for our EV Standard™

reduction in demand, especially for our EV Standard™ product.

Our media branding and

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We are able to equip our EV

and Solar Tree®

platforms with digital advertising screens with content that can be controlled directly, and in some cases,

ARC™ and Solar Tree® platforms with digital advertising screens with content that can be controlled directly, and in some cases,

We may also sell other forms of media across our product platforms, such as naming rights or sponsorship deals, as well as traditional

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tax credit for the installation of solar power systems and associated energy storage systems.

Effective in 2009 and currently, the federal

tax credit is 30% for commercial and residential installations.

There are additional federal grants available that encourage renewable

There are additional federal grants available

that encourage renewable investment.

Businesses may also elect to accelerate the depreciation on their systems in the first year of ownership.

Uncertainty about

the introduction of, reduction in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal

or state laws could substantially increase the cost of our systems to some of our customers, resulting in significant reductions in demand

for our products from non-governmental customers, which would negatively impact our sales.

Uncertainty about the introduction of, reduction in, or elimination of such incentives, or delays or interruptions in the implementation

of favorable federal or state laws could substantially increase the cost of our systems to some of our customers, resulting in significant

reductions in demand for our products from non-governmental customers, which would negatively impact our sales.

Our business strategy

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increase construction and start-up costs for our customers, deterring customers from purchasing a small sub-set of our products and services.

To install Beam’s Solar Tree®

products, our customers may be required to obtain and comply with a number of permitting requirements.

As a condition of granting necessary permits, regulators could make demands that increase our customers’

expected costs of construction

To install Beam’s Solar Tree® products, our customers may be required to obtain and comply with a number of permitting requirements.

As a condition of granting necessary permits, regulators could make demands that increase our customers’ expected costs of construction

and operations, in which case they may delay or cancel delivery of certain sub-sets of our products.

Environmental issues, such as contamination

and compliance with applicable environmental standards could arise at any time during the construction and operation of a customer’s

If this occurs, it could require a customer to spend additional resources to remedy the issues and may delay or prevent construction

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to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all.

from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest

and fewer business development opportunities.

In the event of a delisting, we would attempt to take actions to restore our compliance

with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock

to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping

below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

On February 26, 2021, we notified

Nasdaq, that due to the death of Mr.

Schweitzer, a member of our Board and member of the Audit, Compensation and Nominating

and Governance committees, who passed away on February 21, 2021, Beam was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A),

which requires the Audit Committee to be comprised of a minimum of three independent directors.

Pursuant to Nasdaq Listing Rule 5605(c)(4)(B),

Beam is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire upon August

On March 2, 2021, Nasdaq

issued a letter to the Company confirming our noncompliance with the audit committee requirements of Nasdaq Listing Rule 5605 as

a result of Mr.

Schweitzer’s death and the cure period for the Company to regain compliance under Nasdaq Listing Rule 5605(c)(4).

The Company intends to appoint an additional independent director to the Audit Committee of the Board prior to the end of the cure

Delisting from the

Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer

business development opportunities.

In the event of a delisting, we would attempt to take actions to restore our compliance with

Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to

become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below

the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

We have identified a

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S.

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additions or departures of key personnel;

limited “public float”

in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

sales of our common stock privately or in the public market, by us or by other shareholders;

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pursuant to a five-year lease that extends through August 30, 2025, with two one-year renewal options.

LEGAL PROCEEDINGS.

The Company may be involved

in legal actions and claims arising in the ordinary course of business from time to time.

As of December 31, 2020, and the date of this

report, the Company is not involved in any open litigation matters.

MINE SAFETY DISCLOSURES.

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors