What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 293 added, 281 removed, 359 unchanged (62% of the section changed)

FINANCIAL STATEMENTS

Balance Sheets

Condensed Balance Sheets

(In thousands)

September 30,

Current assets

20 unchanged sentences

Total liabilities

Commitments and contingencies (Note 9)

Stockholders' equity

Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of June 30, 2023 and December 31, 2022.

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 13,941,056 and 10,178,306 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.

Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of September 30, 2023 and December 31, 2022.

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 13,937,366 and 10,178,306 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.

Additional paid-in-capital

4 unchanged sentences

part of these unaudited condensed financial statements

Statement of Operations

in thousands except per share data)

Six Months Ended

Condensed Statement of Operations

(Unaudited, in thousands except per share data)

Three Months Ended

Nine Months Ended

September 30,

Cost of revenues

4 unchanged sentences

Interest income

Other (expense) income

Interest expense

7 unchanged sentences

part of these unaudited condensed financial statements

Statements of Changes

in Stockholders’ Equity

(Unaudited, in

Statements of Changes in Stockholders’

(Unaudited, in thousands)

Stockholders'

8 unchanged sentences

Stock issued to escrow account - unvested

Stock issued for acquisition

Stock option expense

1 unchanged sentence

Balance at June 30, 2022

Total Stockholders’

Stock issued for director services - vested

Stock issued to escrow account - unvested

Stock option expense

Warrants exercised for cash

Stock option exercise (cashless)

Stock issued for Committed Equity Facility

Balance at September 30, 2022

Stockholders'

Balance at December 31, 2022

Stock issued for director services - vested

Stock issued to

(released from) escrow account - unvested

Stock issued to (released from) escrow account - unvested

Stock-based compensation to consultants

4 unchanged sentences

Stock issued for director services - vested

Stock issued to

(released from) escrow account - unvested

Stock issued to (released from) escrow account - unvested

Settlement of earnout related to acquisition

Employee stock-based compensation expense

Proceeds from issuance

of common stock, pursuant to public offering

Proceeds from issuance of common stock, pursuant to public offering

Warrants exercised for cash

1 unchanged sentence

Balance at June 30, 2023

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Employee stock-based compensation expense

Warrants exercised for cash

Expenses to maintain

Committed Equity Facility

Balance at September 30, 2023

The accompanying unaudited notes are an integral

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities:

21 unchanged sentences

Financing Activities:

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

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

Proceeds from warrant exercises

Borrowings (repayments) of note payable

Payments of equity offering costs

Proceeds from issuance of common stock and warrants, pursuant to public offering

9 unchanged sentences

Purchase of property and equipment by incurring debt

Purchase of property and equipment by incurring current liabilities

Depreciation cost capitalized into inventory

2 unchanged sentences

Shares issued for services to non-employee

The accompanying unaudited notes are an integral

part of these unaudited condensed financial statements

The accompanying unaudited notes are an integral part of these unaudited

condensed financial statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5 unchanged sentences

We develop, manufacture, and

sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, disaster

preparedness and outdoor media advertising.

sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, and disaster

preparedness.

We also produce proprietary energy storage battery products.

Our Electric Vehicle (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, too 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.

Our Electric Vehicle (EV) charging infrastructure products

are powered by locally generated renewable energy and enable vital and highly valuable EV charging and energy securityservices in locations

where it is either too expensive, too 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;

7 unchanged sentences

We also provide energy storage technologies that make commodity battery cells

safer, longer lasting and more energy efficient and our battery management systems (BMS) and associated packaging make batteries safe

and usable in a variety of mobility, energy-security, and stationary applications.

safer, longer lasting and more energy efficient and our thermal and battery management systems (BMS) and associated packaging make batteries

safe and usable in a variety of mobility, energy-security, and stationary applications.

October 20, 2023, Beam completed an acquisition of Amiga DOO Kraljevo (“Amiga”).

Amiga is a business located in

Serbia and engaged in the manufacture and distribution of steel structures with electronic integration, such as streetlights, cell towers,

and ski lift towers.

Amiga currently has engineering, product development and manufacturing capabilities which we believe are well

suited to manufacturing and perfecting Beam’s current products for the European market.

Amiga is one of Europe’s leading manufacturers

of streetlights and Beam believes it is well positioned to bring Beam’s patented EV Standard™ to market both in the EU and

Amiga’s team of engineers will be integrated with Beam’s current team which Beam believes will provide a valuable enhancement

and acceleration of product development cycles.

Amiga’s current customer list includes entities in 16 international nations which

are similar to Beam’s current customers in the United States, creating what Beam believes will be a significant post-acquisition

advantage in selling Beam’s products to an international customer base.

Our charging infrastructure

11 unchanged sentences

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 and six months ended

June 30, 2023 and 2022, and our financial position as of June 30, 2023, have been made.

The results of operations for such interim periods

are not necessarily indicative of the operating results to be expected for the full year.

and reclassifications) necessary to present fairly our results of operations and cash flows for the three months and nine months ended

September 30, 2023 and 2022, and our financial position as of September 30, 2023, have been made.

The results of operations for such interim

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

Certain information and disclosures

5 unchanged sentences

The preparation of financial

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

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

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

Actual results could differ

from those estimates.

Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable,

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

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

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

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates in the accompanying

financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable

lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies,

estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation

allowance on deferred tax assets.

Recent Accounting Pronouncements

11 unchanged sentences

Concentrations

Financial instruments that potentially subject

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

Financial instruments that

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

The Company maintains its

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

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

The Company has not experienced any

losses in such accounts from inception through June 30, 2023.

As of June 30, 2023, approximately $ 26.4 million of the Company’s

losses in such accounts from inception through September 30, 2023.

As of September 30, 2023, approximately $ 15.2 million of the Company’s

cash deposits were greater than the federally insured limits.

9 unchanged sentences

Major Customers

The Company continually

assesses the financial strength of its customers.

The Company continually assesses

the financial strength of its customers.

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

of our second quarter revenues were derived from pre-funded federal, state and local government programs, and the remaining 14 %

were derived from commercial customers that we believe have good credit or, alternatively, favorable payment terms which minimizes

our credit risk with respect to such customers.

For the three months ended June 30, 2023, four customers accounted for 40 %, 30 %, 10 %

of total revenues and for the six months ended June 30, 2023, three customers accounted for 51 %, 23 %

of total revenues each.

For the three months ended June 30, 2022, revenues from three customers accounted for 41 %, 34 %

of total revenues and for the six months ended June 30, 2022, revenues from three customers accounted for 58 %, 23 %

of total revenues.

At June 30, 2023, accounts receivable from two customers accounted for 50 %

of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance.

December 31, 2022, accounts receivable from three customers accounted for 30 %, 15 %

of total accounts receivable each with no other single customer accounting for more than 10% of the accounts receivable balance.

the three months ended June 30, 2023 and 2022, the Company’s sales to federal, state and local governments represented 86 %

of revenues, respectively.

81 % of our third

quarter revenues were derived from pre-funded federal, state and local government programs, and the remaining 19 % were derived from commercial

customers that we believe have good credit or, alternatively, favorable payment terms which minimizes our credit risk with respect to

such customers.

For the three months ended September 30, 2023, two customers accounted for 28 % and 24 % of total revenues and for the nine

months ended September 30, 2023, three customers accounted for 43 %, 23 % and 10 % of total revenues, with no other single customer accounting

for more than 10% of revenues.

At September 30, 2023, accounts receivable from three customers accounted for 24 %, 15 % and 14 % of total

accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance.

At December 31, 2022,

accounts receivable from three customers accounted for 30 %, 15 % and 11 % of total accounts receivable each with no other single customer

accounting for more than 10% of the accounts receivable balance.

For the nine months ended September 30, 2023 and 2022, the Company’s

sales to federal, state and local governments represented 84 % and 59 % of revenues, respectively.

Significant Accounting Policies

During the six months ended

June 30, 2023, 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, 2022, except for the adoption of ASC Topic 326 effective January 1, 2023 with no material effect on the financial statements.

During the nine months ended

September 30, 2023, 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, 2022, except for the adoption of ASC Topic 326 effective January 1, 2023 with no material effect on the financial

Net Loss Per Share

8 unchanged sentences

Options to purchase 363,598

shares of common stock and warrants to purchase 620,105 shares of common stock were outstanding at June 30, 2023.

shares of common stock and warrants to purchase 618,395 shares of common stock were outstanding at September 30, 2023.

Options to purchase

284,433 common shares and warrants to purchase 469,621 shares of common stock were outstanding at June 30, 2022.

These options and warrants

were not included in the computation of diluted loss per share for the three months ended June 30, 2023 and 2022 because the effects would

have been anti-dilutive.

279,658 common shares and warrants to purchase 469,305 shares of common stock were outstanding at September 30, 2022.

These options and

warrants were not included in the computation of diluted loss per share for the three months and nine months ended September 30, 2023

and 2022 because the effects would have been anti-dilutive.

These options and warrants may dilute future earnings per share.

4 unchanged sentences

in a single operating segment.

The Company had net

losses of $ 7.4 million (which includes $ 2.1

million of non-cash expenses) and $ 5.1

million (which includes $ 0.7

million of non-cash expenses) and net cash used in operating activities of $5.1 million and $7.4 million for the six months

ended June 30, 2023 and 2022, respectively.

At June 30, 2023, the Company had a cash balance of $ 23.7

million and working capital of $ 37.1

In June of 2023, the Company sold shares of its common stock in a public offering and received net proceeds of

approximately $ 25

million after deducting underwriting discounts and commissions and offering expenses paid by the Company.

The Company intends to use

the proceeds to fund the acquisition of Amiga DOO Kraljevo (See note 3 below for further information), a European based manufacturer of smart

street lights, street furniture and communications and security infrastructure products, in furtherance of the Company’s

strategy to expand its business in Europe as well as for working capital and general corporate purposes.

Company’s current operating plan, 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 2022, the Company entered

into a Common Stock Purchase Agreement and Registration Rights Agreement with B.

The Company had net losses

of $ 11.0 million (which includes $ 3.0 million of non-cash expenses) and $ 11.9 million (which includes $ 5.2 million of non-cash expenses)

and net cash used in operating activities of $13.8 million and $15.7 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, the Company had a cash balance of $ 14.8 million and working capital of $ 34.4 million .

In June of 2023, the Company

sold shares of its common stock in a public offering for net proceeds of approximately $ 25 million after deducting underwriting

discounts and commissions and offering expenses paid by the Company.

The Company used a portion of the proceeds to fund the acquisition

of Amiga DOO Kraljevo (See note 3 below for further information), a European based manufacturer of smart street lights, street furniture

and communications and security infrastructure products, in furtherance of the Company’s strategy to expand its business in Europe

as well as for working capital and general corporate purposes.

Based on the Company’s current operating plan, 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 2022, the Company

entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B.

Riley Principal Capital II, LLC (“B.

under which the Company has the right, but not the obligation, to sell up to $30.0 million shares or a maximum of 2.0 million shares of

its common stock over a period of 24 months in its sole discretion (see note 11 for further information).

The Company issued 198,033 shares

for $2.5 million for the first six months of 2023 under this agreement, compared to none for the same period in 2022.

Riley”) under which the Company has the right, but not the obligation, to sell up to $30.0 million worth of shares, but in any

event, no more than 2.0 million shares of its common stock over a period of 24 months in its sole discretion (see note 11 for

further information).

The Company issued 198,033

shares for $2.5 million for the first nine months of 2023 under this agreement, compared to none for the same period in 2022.

is $27.5 million shares of common stock remaining under this facility available to sell through Q4 2024.

The Company’s

outstanding warrants generated $ 0.1

million of proceeds during each of the six months ended June 30, 2023 and 2022.

million and $ 0.3

million of proceeds during each of the nine months ended September 30, 2023 and 2022, respectively.

There are remaining 418,395

warrants issued as part of our 2019 Nasdaq up-listing which have an exercise price of $6.30 and which expire in April of 2024.

Company has total warrants outstanding to purchase 620,105

shares of our Common Stock at June 30, 2023, which could potentially generate an additional $6.0 million of proceeds over the next

4.8 years, conditioned upon the warrant holders’ ability and decision to exercise them.

The proceeds from these offerings are

expected to provide working capital to fund business operations and the development of new products.

March 2023, the Company secured a $ 100

million credit facility with OCI Group to support our working capital requirements.

Furthermore, we could pursue other equity

or debt financings.

The Company believes that it will become profitable in the next few years as our revenues continue to grow, we

improve our gross margins and we leverage our overhead costs, but we expect to continue to incur losses for a period of time.

is no guarantee that profitable operations will be achieved, the warrants will be exercised 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.

warrants issued as part of our 2019 public offering which have an exercise price of $6.30 and which expire in April of

The Company has total warrants outstanding to purchase 618,395

shares of our Common Stock at September 30, 2023, which could potentially generate an additional $6.0 million of proceeds over the

next 4.5 years, conditioned upon the warrant holders’ ability and decision to exercise them.

The proceeds from these offerings

are expected to provide working capital to fund business operations and the development of new products.

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.

Subject to the terms of the agreement, OCI Group will make available to the Company funding based on amounts owed to the Company by customers.

Furthermore, we could pursue other equity or debt financings.

The Company believes that it will become profitable in the next few years

as our revenues continue to grow, we improve our gross margins and we leverage our overhead costs, but we expect to continue to incur

losses for a period of time.

There is no guarantee that profitable operations will be achieved, the warrants will be exercised 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.

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

BUSINESS COMBINATION

All Cell Technologies, LLC

On March 4, 2022, the

Company completed its acquisition of substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader

in energy storage solutions.

This acquisition has increased and diversified our Company’s revenue, intellectual property

portfolio and customer base, and improved our gross profitability and manufacturing capabilities.

The Company purchased

substantially all of the assets and business of All Cell for 1,055,000

shares of our common stock (“Closing Consideration”) plus an additional $0.8 million in cash for the net working capital

held by All Cell at closing.

On March 4, 2022, the Company

acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader in energy storage

This acquisition has increased and diversified our Company’s revenue, intellectual property portfolio and customer base,

and improved our gross profitability and manufacturing capabilities.

The Company purchased substantially all of the assets and business

of All Cell for 1,055,000 shares of our common stock (“Closing Consideration”) plus an additional $ 0.9 million in cash for

the net working capital held by All Cell at closing.

In addition, All Cell is eligible

1 unchanged sentence

“Earnout Consideration”).

The Earnout Consideration is:

The Earnout Consideration was:

(i) two times the amount of energy storage products revenue and contracted

backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of energy storage products 2023 revenue which exceeds

backlog that is greater than $7.5 million for 2022, and is (ii) two times the amount of energy storage products 2023 revenue which exceeds

the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million.

5 unchanged sentences

used in Beam Global products will not be considered as contributing to revenue in the Earnout calculation.

The Company issued 446,815

shares of stock valued at $ 7.05 million as payment for the 2022 Earnout Consideration.

The valuation of the Earnout

6 unchanged sentences

Change in the fair value of the Earnout Consideration during the year ended December

31, 2022 and the six months ended June 30, 2023 is as follows (in thousands):

31, 2022 and the nine months ended September 30, 2023 is as follows (in thousands):

Schedule of fair value earnout

5 unchanged sentences

Change in estimated fair value

Balance as of June 30, 2023

Balance as of September 30, 2023

Amiga DOO Kralievo

On June 12, 2023, the Company

and the stockholders (the “Sellers”) of Amiga DOO Kraljevo, a Serbian Company that manufactures specialized structures and

equipment (“Amiga”), executed a binding Letter of Intent (the “LOI”) for Beam to acquire all the equity stock

of Amiga subject to customary closing conditions including but not limited to the full satisfaction of Beam of its due diligence of Amiga.

Amiga is a private, family-owned

company, founded in 1990 in Kraljevo, Serbia.

It employs approximately 210 employees, including a team of engineers.

Its business includes,

without limitation, production of (i) poles for public lighting;

(ii) poles for mobile telephone, networks and transmission lines;

poles for tram, trolleybus, and railways;

(iv) poles for contact networks, masts, portals and semi-portals for road and railway signaling;

(v) large steel lattice structures for specific purposes (e.g., stadiums, factories, power plants, etc.);

and (vi) distribution and command

electrical cabinets.

Amiga currently has engineering, product development and manufacturing capabilities which we believe are well suited

to manufacturing and perfecting Beam’s current products for the European market.

Amiga is one of Europe’s leading manufacturers

of streetlights and Beam believes it is well positioned to bring Beam’s patented EV Standard™ to market both in the EU and

Amiga’s team of engineers will be integrated with Beam’s current team which Beam believes will provide a valuable enhancement

and acceleration of product development cycles.

Amiga has disclosed to Beam that it generated over EUR 8.5M in revenue in 2022 and had

a gross profit during that period.

Amiga’s current customer

list includes entities in 16 international nations which are similar to Beam’s current customers in the United States, creating

what Beam believes will be a significant post-acquisition advantage in selling Beam’s products to an international customer base.

Pursuant to the terms of

the LOI, Beam will acquire all the equity stock of Amiga from the Sellers in exchange for cash and Beam common stock as set forth below.

With respect to the cash portion of the purchase price, Beam will pay to the Sellers, (i) EUR 4,550,000 at closing and (ii) EUR 2,450,000

on or before December 31, 2023 (assuming closing has occurred on or before such date).

With respect to the equity portion of the purchase

price, Beam will also issue to the Sellers a certain number of shares of Beam common stock (at a price per share equal to the volume

weighted average price of Beam’s common stock for the five trading days prior to the closing):

(i) at the closing, such number

of shares of Beam common stock equal to an aggregate of EUR 1,950,000, and (ii) on or before December 31, 2023, such number of shares

of Beam common stock equal to an aggregate of EUR 1,050,000.

In addition, each of the Sellers are eligible to earn additional shares

of Beam common stock if such Seller is providing services to Beam and Amiga meets certain revenue milestones for fiscal years 2023 and

2024 (the “Earnout Consideration”).

The Earnout Consideration that Sellers are eligible to receive for 2023 is equal to two

times the amount of net revenue of Amiga (“Amiga Net Revenue”) that is greater than EUR 10,000,000 for 2023.

Consideration that Sellers are eligible to receive for 2024 is equal to (i) two times the amount of Amiga Net Revenue for 2024 that exceeds

the greater of (i) EUR 13,500,000 or (ii) 135% of the Amiga Net Revenue for 2023.

The Earnout Consideration for each period will be calculated

based on the volume weighted average price of Beam’s common stock for the thirty trading days prior to the end of the applicable

measurement period.

In no event and under no circumstances will the Sellers receive from Beam or will Beam issue to the Sellers in connection

with the Transaction Beam’s common stock in an amount that exceeds 19.99% of the outstanding common stock of Beam immediately prior

to the closing.

We expect the acquisition of Amiga to assist in introducing our products to the European Union, increasing and diversifying

our revenues, enhancing our manufacturing and engineering capabilities, accelerating the development of EV Standard™ and other

products both in Europe and the US, adding new customer segments in both Europe and the US, increasing barriers to entry for future competition,

and advancing Beam’s position as a leader in the green economy.

October 20, 2023, Beam acquired Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated

October 6, 2023 (the “Purchase Agreement”) by and among Beam and the owners of Amiga (the “Sellers”).

Amiga, located in Serbia, is engaged in the manufacture and distribution of steel structures with integrated electronics, such as

streetlights, cell towers, and ski lift towers.

Pursuant to the terms of the Purchase Agreement, Beam acquired all the equity stock

of Amiga from the Sellers in exchange for cash and common stock.

With respect to the cash portion of the purchase price, Beam paid

to the Sellers EUR 4,550,000 at closing and will pay the Sellers EUR 2,450,000 on or before December 31, 2023.

With respect to the

equity portion of the purchase price, Beam issued to the Sellers 293,675 shares of our common stock and, on or before December 31,

2023, will issue to the Sellers an additional 158,132 shares of our common stock.

Sellers are eligible to earn additional shares of our common stock if such Seller is providing services to Beam and Amiga meets certain

revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”).

The Earnout Consideration that Sellers are

eligible to receive for 2024 is equal to two times the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than

EUR 13,500,000 for 2024.

The Earnout Consideration that Sellers are eligible to receive for 2025 is equal to (i) two times the amount

of Amiga Net Revenue for 2025 that exceeds the greater of (i) EUR 18,225,000 or (ii) 135% of the Amiga Net Revenue for 2024.

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 measurement period.

In no event and under no circumstances will the Sellers receive from

Beam or will Beam issue to the Sellers an amount of our common stock that exceeds 19.99% of the total outstanding common stock of Beam

immediately prior to the closing.

We expect the acquisition

of Amiga to assist in introducing our products to Europe, increasing and diversifying our revenues, enhancing our manufacturing and engineering

capabilities, accelerating the development of EV Standard™ and other products both in Europe and the US, adding new customer segments

in both Europe and the US, increasing barriers to entry for future competition, and advancing Beam’s position as a leader in the

green economy.

Inventory consists of the following (in thousands):

Schedule of inventory

September 30,

Finished goods

6 unchanged sentences

Schedule of property and equipment

September 30,

Office furniture and equipment

17 unchanged sentences

Intangible assets

June 30, 2023

September 30, 2023

Gross Carrying Amount

8 unchanged sentences

are summarized as follows (in thousands):

Schedule of accrued expense

Schedule of accrued expenses

September 30,

Accrued vacation

8 unchanged sentences

$ 4,452 , and bears interest at a rate of 7.55 percent per year.

Payment on the loan begins in July 2023, and the loan has a short-term

balance of $ 37,000 .

Payment on the loan began in July 2023, and the loan has a short-term balance

of $ 38,000 .

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

be involved in litigation relating to claims arising out of our operations in the normal course of business.

As of June 30, 2023, there

were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

As of September 30, 2023,

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:

15 unchanged sentences

There was no Federal income

tax expense for the six months ended June 30, 2023 or 2022 due to the Company’s net losses.

Income tax expense represents minimum

state taxes due.

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

to offset all deferred tax assets as of June 30, 2023 and no benefit has been provided for the 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.

tax expense for the nine months ended September 30, 2023 or 2022 due to the Company’s net losses.

Income tax expense represents

minimum state taxes due.

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

established to offset all deferred tax assets as of September 30, 2023 and no benefit has been provided for the year-to-date loss.

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.

STOCKHOLDERS’ EQUITY

Committed Equity Facility

2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B.

the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B.

Riley up to $30.0 million, or a maximum of 2.0

million shares of the Company’s common stock at 97% of the volume weighted average price (“VWAP”) of the Company’s

common stock on the trading day, calculated in accordance with the Purchase Agreement, over a period of 24 months subject to certain limitations

and conditions contained in the Purchase Agreement.

Sales and timing of any sales are solely at the election of the Company, and the Company

is under no obligation to sell any common stock to B.

Riley under the Purchase Agreement.

As consideration for B.

Riley’s commitment

to purchase shares of the Company’s common stock, in September 2022, the Company issued B.

Riley 10,484 shares of its

common stock, and, in April 2023 issued an additional 10,484 shares of its common stock.

Company incurred an aggregate cost of approximately $0.5 million in connection with the Purchase Agreement, including the fair value

of the 10,484 shares of common stock issued to B.

Riley upon the execution of the agreement and the additional shares of 10,484 executed

in April 2023, which were recorded as equity on the Balance Sheet and offset proceeds from the sale of the Company’s common stock

September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B.

Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B.

Riley up to $30.0 million, but

in any event, a maximum of 2.0 million shares of the Company’s common stock at 97% of the volume weighted average price

(“VWAP”) of the Company’s common stock on the trading day, calculated in accordance with the Purchase Agreement,

over a period of 24 months subject to certain limitations and conditions contained in the Purchase Agreement.

Sales and timing of

any sales are solely at the election of the Company, and the Company is under no obligation to sell any common stock to B.

under the Purchase Agreement.

the six months ended June 30, 2023, the Company issued 198,033 shares under the Purchase Agreement for

$2.5 million in proceeds, of which $ 0.5 million was offset by the offering costs.

As consideration for B.

Riley’s commitment to purchase shares of the Company’s common

stock the Company issued B.

shares of its common stock in both September 2022 and April 2023.

Company incurred an aggregate cost of approximately $0.5 million in connection with the Purchase Agreement, including the fair value of

the shares of common stock issued to B.

Riley, which were recorded as equity on the Balance Sheet and offset proceeds from the sale of

the Company’s common stock under the Purchase Agreement.

the nine months ended September 30, 2023, the Company issued 198,033 shares under the Purchase Agreement for $2.5 million in proceeds,

of which $ 0.5 million was offset by the offering costs.

Stock Issued For Services

During the six months ended

June 30, 2023, the Company issued 6,444 shares of its common stock in exchange for marketing services to be provided over a six-month

During the nine months ended

September 30, 2023, the Company issued 6,444 shares of its common stock in exchange for marketing services to be provided over a six-month

The fair value of such stock issued is $ 0.1 million and was recorded to prepaid expenses and other current assets upon issuance

to be recognized over the service period which ends in the third quarter of 2023.

and recognized over the service period which ended in the third quarter of 2023.

Stock Options

Option activity for the six months ended June

Option activity for the nine months ended September

30, 2023 is as follows:

1 unchanged sentence

Number of Options

Weighted Average

Exercise Price

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Outstanding at December 31, 2022

Outstanding at June 30, 2023

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 granted for the options granted during the six months ended June 30, 2023 and 2022:

Assumptions for options granted

Six months ended

June 30, 2023

Outstanding at September 30, 2023

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, 2023 and 2022:

Schedule of options granted

Nine months ended

September 30, 2023

Expected volatility

5 unchanged sentences

Weighted-average FV

The Company’s stock option compensation expense

was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2023 respectively, and $ 0.1 million and $ 0.2 million for

each of the three and six months ended June 30, 2022.

There was $ 1.0 million of total unrecognized compensation costs related to outstanding

stock options at June 30, 2023 which will be recognized over 4.0 years.

Total intrinsic value of options outstanding and options exercisable

were $ 0.8 million and $ 0.7 million , respectively, as of June 30, 2023.

The number of stock options vested and unvested as of June 30,

2023 were 276,836 and 77,662 , respectively.

The Company’s

stock option compensation expense was $ 0.1

million and $ 0.4

million for the three and nine months ended September 30, 2023 respectively, and $ 0.1

million and $ 0.3

million for each of the three and nine months ended September 30, 2022.

There was $ 1.0

million of total unrecognized compensation costs related to outstanding stock options at September 30, 2023 which will be

recognized over 4.0

Total intrinsic value of options outstanding and options exercisable were $ 0.2

million and $ 0.2

million , respectively, as of September 30, 2023.

The number of shares of common stock underlying stock options vested and

unvested as of September 30, 2023 were 278,182

respectively.

Restricted Stock Units

6 unchanged sentences

There was no activity during

the six months ended June 30, 2023.

142,500 PSUs and 71,250 RSUs remain outstanding as of June 30, 2023, with weighted-average grant-date

fair values of $ 13.05 each.

the nine months ended September 30, 2023.

142,500 PSUs and 71,250 RSUs remain outstanding as of September 30, 2023, with weighted-average

grant-date fair values of $ 13.05 each.

Stock compensation expense

related to the RSUs and PSUs was $ 0.6 million during the six months ended June 30, 2023, with $ 2.0 million in unrecognized stock compensation

expense remaining to be recognized over 1.67 years as of June 30, 2023.

related to the RSUs and PSUs was $ 0.9 million during the nine months ended September 30, 2023, with $ 1.7 million in unrecognized stock

compensation expense remaining to be recognized over 1.4 years as of September 30, 2023.

Restricted Stock Awards

10 unchanged sentences

A summary of activity of the restricted stock

awards for the six months ended June 30, 2023 is as follows:

Schedule of restricted stock award activity

Nonvested Shares

Weighted-Average

Grant Date Fair Value

awards for the nine months ended September 30, 2023 is as follows:

Schedule of restricted stock awards

Average Grant-

Date Fair Value

Nonvested at December 31, 2022

Nonvested at June 30, 2023

Nonvested at September 30, 2023

Stock compensation expense

related to restricted stock awards was $ 0.2 million during each of the six months ended June 30, 2023 and 2022.

As of June 30, 2023, there

were unreleased shares of common stock representing $ 0.2 million of unrecognized restricted stock grant expense which will be recognized

related to restricted stock awards was $ 0.3 million during each of the nine months ended September 30, 2023 and 2022.

During the quarter ended September

30, 2023, 5,400 shares were forfeited from the escrow account as a result of the departure of a board member.

As of September 30, 2023,

there were unreleased shares of common stock representing $ 0.1 million of unrecognized restricted stock grant expense which will be recognized

over 1.25 years.

During the six months

ended June 30, 2023, the Company issued warrants to purchase up to 200,000

shares of the Company’s common stock at a price per share equal to $17.00 to a consultant for investor relations services to

be provided over a five-year period.

The warrants are immediately exercisable but are subject to repurchase by the Company until the

required service is provided.

The fair value of such warrants was $8.05 per share or $ 1.6 million

on the date of grant using the Black-Scholes option-pricing model.

During the nine months ended

September 30, 2023, the Company issued warrants to purchase up to 200,000 shares of the Company’s common stock at a price per share

equal to $17.00 to a consultant for investor relations services to be provided over a five-year period.

The warrants are immediately exercisable

but are subject to repurchase by the Company until the required service is provided.

The fair value of such warrants was $8.05 per share

or $ 1.6 million on the date of grant using the Black-Scholes option-pricing model.

This model incorporated certain assumptions for inputs

1 unchanged sentence

years and expected volatility in the market value of the underlying common stock based on our historical volatility of 99.6%.

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

During the six months ended June 30, 2023, $ 0.1

million was recorded as expense and at June 30, 2023, $1.5 million of cost has not been recognized and will be recognized over the

next 4.75 years.

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

During the nine

months ended September 30, 2023, $ 0.1 million was recorded as expense and at September 30, 2023, $1.1 million of cost has not been recognized

and will be recognized over the next 4.50 years.

A summary of activity of warrants outstanding

for the six months ended June 30, 2023 is as follows:

Schedule of common stock warrant activity

for the nine months ended September 30, 2023 is as follows:

Schedule of warrants outstanding

Number of Warrants

1 unchanged sentence

Outstanding at December 31, 2022

Outstanding at June 30, 2023

Exercisable at June 30, 2023

Outstanding at September 30, 2023

Exercisable at September 30, 2023

Exercisable warrants as of

June 30, 2023 have a weighted average remaining contractual life of 2.08 years.

The intrinsic value of the exercisable shares of the warrants

at June 30, 2023 was $ 1.7 million .

September 30, 2023 have a weighted average remaining contractual life of 1.83 years.

The intrinsic value of the exercisable shares of

the warrants at September 30, 2023 was $ 0.5 million .

For each of the identified

periods, revenues can be categorized into the following (in thousands):

Schedule of disaggregated revenues

Schedule of revenues

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Product sales

4 unchanged sentences

Total revenues

During the six months ended

June 30, 2023 and 2022, 13 % and 43 % of revenues were derived from customers located in California, respectively.

In addition, 10.3 % and

10.4 % of revenues in the six months ended June 30, 2023 and 2022 were international sales, respectively.

At June 30, 2023 and December

31, 2022, deferred revenue was $ 1.1 million and $ 1.4 million , respectively.

These amounts consisted mainly of customer deposits in the

amount of $ 0.7 million and $ 1.1 million for June 30, 2023 and December 31, 2022, respectively and prepaid multi-year maintenance plans

for previously sold products which account for $ 0.4 million and $ 0.3 million for June 30, 2023 and December 31, 2022, respectively, and

pertain to services to be provided through 2029.

During the nine months ended

September 30, 2023 and 2022, 14 %

of revenues were derived from customers located in California, respectively.

In addition, 10 %

of revenues in the nine months ended September 30, 2023 and 2022 were international sales, respectively.

At September 30, 2023 and

December 31, 2022, deferred revenue was $ 0.8 million and $ 1.4 million , respectively.

These amounts consisted mainly of customer deposits

in the amount of $ 0.4 million and $ 1.1 million for September 30, 2023 and December 31, 2022, respectively and prepaid multi-year maintenance

plans for previously sold products which account for $ 0.5 million and $ 0.3 million for September 30, 2023 and December 31, 2022, respectively,

and pertain to services to be provided through 2029.

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