What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-31 · 719 added, 449 removed, 775 unchanged (60% of the section changed)

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as identified below under “Management’s Report on Internal Control Over Financial Reporting”.

Since the type of material

weakness identified below have a pervasive effect across the inventory transaction cycle, management has determined that these circumstances

constitute material weakness that therefore affects disclosure controls and procedures.

Management’s Report on Internal Control

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to financial statement preparation and presentation.

During the period covered

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

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls over financial reporting.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, we do not yet

have sufficient internal controls over financial reporting and procedures to ensure that all the information required to be disclosed

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

During the period covered by this filing, we conducted an evaluation,

under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

of the effectiveness of the design and operation of our internal controls over financial reporting.

Due to the short time period between

the date of our acquisition of Amiga in October 2023 and our fiscal year end on December 31, 2023, we have excluded Amiga from the scope

of our assessment and from management's report on internal control over financial reporting.

Amiga is a small business and represents

5.0% of our 2023 revenues and 2.3% of our 2023 net loss.

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

due to the acquisition.

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

31, 2023, we do not have sufficient internal controls over financial reporting and procedures to ensure that all the information required

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

We identified the following

material weakness which existed as of December 31, 2023:

The Company currently does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory.

The Company performs

manual processes during the year to track and control inventory transactions, apply labor and overheads to inventory and to perform

a wall-to-wall physical inventory at the end of the year to confirm the ending inventory balance and valuation.

processes provide good results in determining inventory and cost of sales transactions, as we grow, it has become a very

time-consuming process and could impact our ability to submit timely reporting.

While manual controls improved significantly in 2022

at our San Diego location, we determined we had similar issues with manufacturing systems at our Chicago facility that was added in 2022

as a result of the AllCell Technologies, Inc.

A manufacturing system will provide automated processes, better controls,

and improved management tools to analyze and plan production.

This will avoid over-purchasing or shortages of inventory.

these controls have a pervasive effect across the inventory transaction cycle, management has determined that these circumstances constitute

a material weakness, based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 and as

a result, we did not maintain effective internal control over financial reporting as of December 31, 2022.

Carryforward material weakness:

The Company has a material weakness that was previously identified, that

has not yet been completely remediated.

The Company currently does not have sufficient controls in place to ensure that all inventory

is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current

processes and controls surrounding inventory.

This includes a manual process for completing an allocation of labor and overhead to our

products on a timely basis.

The Company implemented a NetSuite ERP system in Q4 2023 which we believe will remedy this deficiency.

NetSuite ERP system is continually undergoing additional configuration to effectively remediate the internal control weakness when fully

Material weaknesses identified at December 31, 2023:

During Q4 2023, the Company implemented NetSuite

ERP system to automate operations and accounting for the San Diego and Chicago locations.

We did not implement program change

management and user access controls to ensure that:

IT program and data changes affecting the Company’s financial IT applications & underlying accounting records are identified,

tested, authorized, and implemented appropriately, and

Appropriate segregation of duties that would adequately restrict user access and ensure adequate review of transactions.

Because we are a small company, many employees

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

As we move forward into 2024, we will assign access to ensure the proper segregation of duties.

Additionally, we need to ensure the employees

are adequately trained and able to resolve issues timely.

The Company needs to establish appropriate procedures for change management

to ensure changes to the system are formally approved, properly restricted to appropriate personnel, and adequately tested.

In our review, we noted that the Company

did not implement adequate controls relating to documentation of the review and approval of reconciliations and other schedules prepared

internally to be included or disclosed in the financial statements.

Many of our reports and reconciliations are performed in Excel spreadsheets,

and we did not adequately validate the segregation of duties between the preparer and the approver with a signature and time stamp.

has many robust internal control features that can be configured and utilized to ensure workflow approvals are adhered to and integrated

into documentation.

Since these controls have

a pervasive effect across our financial statements, management has determined that these circumstances constitute a material weakness,

based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 and as a result, we did not

maintain effective internal control over financial reporting as of December 31, 2023.

No Attestation Report by Independent Registered

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During the three months ended

September 30, 2022, we significantly improved our manual inventory processes related to ordering, counting, warehousing, valuing and transacting

our inventory at our San Diego facility.

We selected an ERP System and began planning the implementation scheduled for January through

At the same time, we continue to implement process improvements in our Chicago facility which will provide for better controls

in manufacturing.

At March 31, 2022, we identified the

following material weakness:

With regard to a business combination that was completed during the quarter ended March 31, 2022, we identified that the controls over the review of the business combination were not designed effectively such that a material error in the calculation of the purchase price was not detected in a timely manner.

During the quarters ended

June 30, September 30, 2022, and December 31, 2022, the Company implemented a control to review third-party valuation reports, which include

formalized review procedures and enhanced communications with third-party experts.

We believe that these controls have effectively addressed

the material weakness identified in the quarter ended March 31, 2022 and that this no longer represents a material weakness.

December 31, 2023, we implemented NetSuite ERP System for our San Diego and Chicago facilities.

This system provides automated functions

to assist with our inventory, purchasing and materials management processes as well as to simplify our accounting and reporting requirements.

OTHER INFORMATION.

the year ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1

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

Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Incorporated by Reference

Purchase Agreement By and Between Beam Global and AllCell Technologies, LLC dated February 16, 2022

Purchase Agreement By and Between Beam Global and All Cell Technologies, LLC dated February 16, 2022

Share Sale and Purchase Agreement dated October 6, 2023

of Incorporation

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of Amendment to Articles of Incorporation dated September 14, 2020

Certificate of Amendment to Articles of Incorporation dated July 19, 2021

of Registrant

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

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

of Investor Warrant

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of Stock Option Agreement

and Restated 10% Subordinated Convertible Promissory Note, dated as of December 31, 2010, issued to John Evey

Agreement by and between Envision Solar International, Inc.

and Desmond Wheatley, effective as of January 1, 2016

to Employment Agreement for Desmond Wheatley, effective as of January 1, 2016

to Employment Agreement for Desmond Wheatley, effective as of January 1, 2021

Convertible Promissory Note, dated September 18, 2017

Agreement -Purchase Order Financing, dated September 18, 2017

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Stock Unit Award Agreement

of Independent Registered Public Accounting Firm (RSM US LLP)

Binding Letter of Intent Agreement dated June 12, 2023

Offer Letter to Lisa Potok dated November 15, 2023

List of Subsidiaries of the Registrant

of Independent Registered Public Accounting Firm (Marcum LLP)

Consent of Independent Registered Public Accounting Firm (RSM US LLP)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Inline XBRL Instance Document

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Index to Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID 49 )

Reports of Independent Registered Public Accounting Firm (Marcum PCAOB ID 0 688 ) (RSM PCAOB ID 49 )

Balance Sheets at December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Operations and Comprehensive Loss for

the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

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Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Beam Global (the “Company”) as of December 31, 2023, the related consolidated statements of operations and

comprehensive loss, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows the year then ended,

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

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

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

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

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

federal securities laws and the applicable rules

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we engaged

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

As part of our audit we are required to obtain an understanding

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

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

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

Critical Audit Matters

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

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

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

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

Business Combination

Critical Audit Matter Description

The Company completed the acquisition of all of

the equity stock of Amiga DOO Kraljevo.

The Company has accounted for this acquisition as a business combination under ASC Topic 805 “Business

Combinations.” Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective

The principal consideration for our determination

that the evaluation of the acquisition-date fair values of the assets acquired and contingent earnout consideration was a critical audit

matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values

of the acquired assets, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant

The key assumptions used within the valuation models included prospective financial information such as future revenue growth

and an applied discount rate.

The calculated fair values are sensitive to changes in these key assumptions.

How the Critical Audit Matter was Addressed

Our audit procedures related to the evaluation

of acquisition-date fair values of assets acquired and contingent earnout consideration included the following, among others:

· We obtained the purchase price allocation analysis

from management and the third-party specialists engaged by management.

o We assessed the qualifications and competence of management and the third-party specialists;

o We evaluated the methodologies used to determine the fair values of the land and property, and machinery

and equipment, and earnout contingent consideration.

· We tested the assumptions used within the models

to estimate the fair values of the acquired assets and contingent earnout consideration, which included key assumptions such as the future

revenue growth and the applied discount rate.

· We assessed the reasonableness of management’s

forecast by inquiring with management to understand how the forecast was developed and comparing the projections to historical results

and external sources, including industry trends and peer companies’ historical data.

· We involved our internal valuation specialist

who assisted in the evaluation and testing performed on the reasonableness of significant assumptions to the models and simulations.

/s/ Marcum LLP

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

April 16, 2024

Report of Independent Registered Public Accounting

To the Stockholders and the Board of Directors of Beam Global

Stockholders and Board of Directors

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Beam Global (the

Company) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity and cash flows, for the

years then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations

and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Beam Global (the

Company) as of December 31, 2022, the related statements of operations, stockholders’ equity and cash flows, for the year then

ended, and the related notes to the financial statements (collectively, the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations

and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

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

subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements,

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

matter or on the accounts or disclosures to which it relates.

Valuation of Acquired Intangible Assets and Contingent Consideration

As described in Note 3 to the financial statements, the Company completed

the acquisition of substantially all the assets of All Cell Technologies, LLC.

(“All Cell”) for $16.4 million on March 4,

The purchase price included contingent consideration of $1.25 million.

The Company accounted for this transaction under the acquisition

method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed

based on their fair values, including identified intangible assets of $10.4 million and resulting goodwill of $4.6 million.

value the identified intangible assets, which included developed technology, a tradename, and customer relationships, the Company used

an income approach and valuation model.

The model requires management to make significant assumptions, which include, where applicable,

forecasted future cash flows, forecasted revenue growth rates, a royalty rate and discount rates.

We identified the valuation of acquired intangible assets and contingent

consideration as of acquisition date as a critical audit matter as there was a high degree of auditor judgment and increased audit effort,

including the use of valuation specialists, when performing audit procedures and evaluating audit evidence related to the reasonableness

of significant estimates and assumptions utilized in management’s calculations.

Our audit procedures related to the significant estimates and assumptions

over the valuation of acquired intangibles and contingent consideration included the following, among others:

• We evaluated the reasonableness of management’s forecasts of future cash flows and revenue growth rates by comparing historical

results of All Cell, certain peer companies, and actual results to management’s forecasts.

• We evaluated the reasonableness of managements’ projections of future revenue and estimated backlog used in measuring the fair

value of the contingent consideration and intangible assets by comparing the significant assumptions used to market participant projection

growth rates, current industry and economic trends and actual historical performance.

• With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodology, royalty rate and discount

rates utilized by management by:

− Testing the source information underlying the determination of the royalty rate and discount rates and testing the mathematical accuracy

of the calculations.

− Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected by management.

/s/ RSM US LLP

We have served as the Company's auditor since 2021.

We served as the Company's auditor from

2021 to 2024.

Los Angeles, California

March 31, 2023

Balance Sheets

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Current assets

Accounts receivable

Accounts receivable, net of allowance for credit losses of $ 447 and $ 0

Prepaid expenses and other current assets

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Property and equipment, net

Operating lease right of use asset

Operating lease right of use assets

Intangible assets, net

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Deferred revenue, current

Note payable, current

Deferred consideration, current

Contingent consideration, current

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Deferred revenue, noncurrent

Note payable, noncurrent

Contingent consideration, noncurrent

Other liabilities, noncurrent

Deferred tax liabilities, noncurrent

Operating lease liabilities, noncurrent

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

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 10,178,306 and 8,971,711 shares issued or issuable and outstanding as of December 31, 2022 and December 31, 2021, respectively.

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 14,398,243 and 10,178,306 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.

Accumulated Other Comprehensive Income (AOCI)

Additional paid-in-capital

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these Financial Statements

Statements of Operations

Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

Cost of revenues

Gross profit (loss)

Operating expenses

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Interest income

Other (expense) income

Interest expense

Total other income, net

Loss before income tax expense

Income tax expense

Net foreign currency translation adjustments

Total Comprehensive Loss

Net loss per share - basic

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(In thousands)

Additional Paid-in-

Accumulated Other

Comprehensive

Stockholders'

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Stock issued to escrow account - unvested

Stock option expense

Warrants exercised for cash

Stock option exercise (cashless)

Stock option exercise (for cash)

Balance at December 31, 2021

Stock issued for director services - vested

Stock issued to escrow account - unvested

Stock issued for acquisition

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Balance at December 31, 2022

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Stock-based compensation to consultants

Settlement of earnout related to acquisition

Employee stock-based compensation expense

Proceeds from issuance of common stock, pursuant to public offering

Warrants exercised for cash

Accumulated Other Comprehensive Income (AOCI)

Stock issued for acquisition and expenses

Expenses to maintain Committed Equity Facility

Balance at December 31, 2023

The accompanying notes are an integral part of

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Depreciation and amortization

Provision on credit losses

Common stock issued for services

Change in fair value of contingent consideration liabilities

Employee stock-based compensation

Amortization of operating lease right of use asset

Stock-based compensation

Stock Compensation expense for non-employees

Changes in assets and liabilities:

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Prepaid expenses and other current assets

Operating lease right of use asset

Increase (decrease) in:

Accounts payable

Accrued expenses

Operating lease liability

Sales tax payable

Deferred revenue

Deferred tax liabilities

Net cash used in operating activities

Investing Activities:

Acquisition, net of cash acquired

Working capital payment for acquisition

Purchases of equipment

Purchase of property and equipment

Funding of patent costs

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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 stock option exercises

Proceeds from warrant exercises

Payments of equity offering costs

Net cash (used in) provided by financing activities

Net decrease in cash

Proceeds from issuance of common stock, pursuant to public offering

Net cash provided by (used in) financing activities

Effect of exchange rate changes

Net increase (decrease) in cash

Cash at beginning of period

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Supplemental Disclosure of Cash Flow Information:

Cash paid for interest

Cash paid for taxes

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Issuance of stock for Committed Equity Line

Warrants issued for services to non-employee

Shares issued for services to non-employee

The accompanying notes are an integral part of

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DECEMBER 31, 2023 AND 2022

CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE ORGANIZATION, NATURE OF OPERATIONS

CORPORATE ORGANIZATION

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announced its rebranding and changed its corporate name to Beam

Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading on Nasdaq:

Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading

BEEM and BEEMW.

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company based in Broadview, Illinois.

On October 20, 2023, the

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

steel structures with electronic integration located in Kraljevo, Serbia.

Refer to note 4, Business Combination for additional details.

NATURE OF OPERATIONS

Beam is a cleantech innovation

company based in San Diego, California and Broadview, Illinois.

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

energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security and

disaster preparedness as well as safe and compact, highly energy-dense battery solutions.

Beam’s products enable vital and highly

valuable energy production in locations where it is either too expensive or too impactful to connect to the utility grid, or where the

requirements for electrical power are so important that grid failures, like blackouts, are intolerable.

Beam’s energy storage products

provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary

equipment and products which require electrical energy without being connected to the electrical grid.

Beam is a clean technology

innovator based in San Diego, California;

Broadview, Illinois and Kraljevo, Serbia.

We develop, design, engineer, manufacture and sell

high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding,

and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions.

Beam’s products

enable vital and highly valuable energy production in locations where it is either too expensive or too impactful to connect to the utility

grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable.

energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers

of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid.

Beam’s products and

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outdoor media advertising.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

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from those estimates.

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

Significant estimates in the accompanying financial statements include

the allowance for credit losses (CECL),

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

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cash deposits were greater than the federally insured limits.

March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department

of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as

All deposits and substantially all the asset of SVB were transferred to Silicon Valley Bridge Bank, N.A.

which is no longer affiliated with SVB.

The Company has full access to all of its deposited funds with SVBB and is in the process of

establishing new accounts with a separate bank for its operations.

On March 10, 2023, Silicon

Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed

the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

All deposits and substantially all the asset of SVB were transferred

to Silicon Valley Bridge Bank, N.A.

(“SVBB”), which is no longer affiliated with SVB.

The Company has full access to all of

its deposited funds with SVBB and has opened accounts with Bank of America as well for its operations.

Major Customers

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the financial strength of its customers.

For the year ended December 31, 2022, one customer accounted for 11 % of total revenues.

year ended December 31, 2021, revenues from two customers accounted for 33 % and 13 % of total revenues each.

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.

At December 31, 2021, accounts receivable from four customers accounted for 30 %,

22 %, 13 % and 10 % of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance.

For the years ended December 31, 2022 and 2021, the Company had a heavy concentration of sales to

federal, state and local governments which represented 62 % and 87 % of revenues, respectively.

CASH AND CASH EQUIVALENTS

For the year ended December 31, 2023, three customer accounted for 37 %, 16 % and 10 % of total

revenues and for the year ended December 31, 2022, one customer accounted for 11 % of total revenues, each with no other single customer

accounting for more than 10% of revenues.

At December 31, 2023, accounts receivable from four customers accounted for 11 %, 10 %, 10 % and

10 % of total accounts receivable and 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.

years ended December 31, 2023 and 2022, the Company had a heavy concentration of sales to federal, state and local governments which represented

80 % and 62 % of revenues, respectively.

For the purposes of the statements

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There were no cash equivalents at December 31, 2023 or December 31, 2022.

FOREIGN CURRENCY TRANSLATION

The Company’s reporting

currency is U.S.

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

The functional currency of Amiga is the Serbian

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

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

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

sheet in accumulated other comprehensive income or loss.

Transactions undertaken in other currencies are translated using the

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

in the consolidated statements of operations.

The translation gain for the period was $ 0.6

million resulting from transactions between the Company and Amiga, the timing of the transactions in relation to changes in exchange

rates and the fluctuation in the exchange rate between foreign currencies and the U.S.

FAIR VALUE MEASUREMENTS

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to measure fair value:

1 — Quoted prices in active markets for identical assets or liabilities.

2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets

or liabilities;

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable

market data for substantially the full term of the assets or liabilities.

3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

or liabilities.

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s financial

instruments such as accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses are carried

instruments such as accounts receivable, net, accounts payable, and accrued expenses are carried

at historical cost basis.

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ACCOUNTS RECEIVABLE

Accounts receivable are

customer obligations due under normal trade terms.

Management reviews accounts receivable on a periodic basis to determine if any

receivables may become uncollectible.

Management’s evaluation includes several factors including the aging of the accounts

receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our

historical write-off experience, net of recoveries, and economic conditions.

The Company includes any accounts receivable balances

that are determined to be uncollectible in its overall allowance for doubtful accounts.

After all attempts to collect a receivable

have failed, the receivable is written off against the allowance.

There were no write-offs for bad debt in 2022 or 2021, and no allowances for doubtful accounts as of the years ended December 31, 2022 and

In 2023, the Company adopted

Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects

expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information

to calculate credit loss estimates.

This update did not have a significant impact on the Company’s consolidated financial statements.

The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring

Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible.

evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts,

dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic

Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer.

estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends.

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

The allowance for expected credit losses was $ 0.4

million at December 31, 2023.

Receivables acquired from Amiga had an allowance for expected credit losses of $ 1.0 million and

experienced net recoveries of $ 0.5 million and insignificant currency translation during the year ended December 31, 2023.

no allowance for

expected credit losses or bad debt expense for the year ending December 31, 2022.

Inventory is stated at the

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Expenditures for maintenance and repairs, along with fixed assets below our capitalization threshold, are expensed as incurred.

Long-lived assets are reviewed for impairment

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

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be

generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which

the carrying amount of the assets exceeds the fair value of the assets.

There were no events triggering a review for impairment during

the year ended December 31, 2023.

At the inception of a contract

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Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Assets acquired, including

identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization.

intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships,

for which the amortization is recorded on an accelerated method over the estimate useful life.

Contingent consideration liability

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management’s estimates of discount rates and probability of achieving certain milestones.

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

Administrative costs for patents

for which it believes it will achieve future economic value benefits are accumulated on the balance sheet as a patent asset until such

FINITE-LIVED INTANGIBLE ASSETS

Administrative costs for patents are accumulated on the balance sheet as a patent asset until such

time as a patent is issued.

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costs will be expensed in the period in which the patent was denied or abandoned.

Assets acquired, including

identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization.

intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships,

for which the amortization is recorded on an accelerated method over the estimate useful life.

Goodwill represents the excess

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in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment

There were no such triggering events during the year ended December 31, 2022 and the annual testing was performed

in the fourth quarter with no impairment identified.

Long-lived assets and certain

identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an

asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset

to future undiscounted net cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment

to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

no events triggering a review for impairment during the year ended December 31, 2022.

There were no such triggering events during the year ended December 31, 2023 and the annual testing was performed in the fourth

quarter with no impairment identified.

REVENUE RECOGNITION

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The customer is typically

obligated to make payment for such products within a 30-45 day period after delivery.

Revenues from maintenance fees for services provided

by the Company are recognized equally over the period of the maintenance term.

Revenue values are fixed price arrangements determined

at the time an order is placed or a contract is entered into.

The customer is typically obligated to make payment for the service in advance

of the maintenance period.

obligated to make payment for such products within a 30 to 45-day period after delivery.

Revenues from

maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term.

Revenue values are

fixed price arrangements determined at the time an order is placed or a contract is entered into.

The customer is typically obligated

to make payment for the service in advance of the maintenance period.

Extended maintenance or warranty

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Revenue values

are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to hourly rates of service categories in line with

expertise requirements.

These services are billed to a customer as such services are provided and the customer will be obligated to make

payments for such services typically within a 30-45 day period.

are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise

requirements.

These services are billed to a customer as such services are provided and the customer will be obligated to make payments

for such services typically within a 30 to45-day period.

Revenue is recorded net of

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recorded a $ 0.1 million product warranty accrual in Accrued Expenses with an offset to Cost of Revenues, of which $ 0.1 million in repairs

were completed during the year ended December 31, 2022.

For the year ended December 31, 2021, the Company had no product warranty

accrual based on the Company’s minimal warranty expense.

were completed during the year.

For the year ended December 31, 2022, the Company recorded a $ 0.2 million product warranty accrual, of

which $ 0.1 million in repairs were completed during the year.

COST OF REVENUES

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Compensation expense related

to stock awards are measured based on an estimated fair value and the portion of the award that is ultimately expected to vest is recognized

as an expense over the shorter of the service periods or vesting periods using the straight-line attribution method.

to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line

attribution method and expense for performance based stock grants is amortized over the service period.

The Company estimates the

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As such, the Company has not recorded a liability for unrecognized tax benefits.

As of December 31, 2022, tax years 2019 through 2021 remain open for IRS audit.

The Company has received no notice of audit from the IRS

for any of the open tax years.

All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from

the date of utilization of any net operating loss carryforwards.

The Company has received no notice of audit from the IRS for any of the

open tax years.

NET LOSS PER SHARE

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

Options to purchase 336,758

common shares, warrants to purchase 440,204

shares of common stock, and restricted stock units to purchase 213,750 common shares were outstanding at December 31, 2022.

to purchase 263,433

common shares and warrants to purchase 519,658

shares of common stock were outstanding at December 31, 2021.

There were no restricted stock units outstanding at December 31, 2021.

These shares were not included in the computation of diluted loss per share for the years ended December 31, 2022 and 2021 because

the effects would have been anti-dilutive.

The following shares were

not included in the computation of diluted loss per share for the years ended December 31, 2023 and 2022 because the effects would have

been anti-dilutive.

These options and warrants may dilute future earnings per share.

CONTINGENCIES

Schedule of anti-dilutive

Stock Options

Restricted Stock Units

COMMITMENTS AND CONTINGENCIES

Certain conditions may exist

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In assessing loss contingencies related to legal proceedings that are pending against the

Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal

proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably

estimated, then the estimated liability would be accrued in the Company's financial statements.

If the assessment indicates that a potentially

material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature

of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.

The Company does

not include legal costs in its estimates of amounts to accrue.

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.

through the date of the All Cell acquisition, the Company had, and reported in, one reportable segment.

Subsequent to the acquisition

of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis.

financial results continue to be reported in a single operating segment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of

any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can

be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment

indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably

estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would

be disclosed.

The Company does not include legal costs in its estimates of amounts to accrue.

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.

Our financial results are reported in one operating

and reportable business segment.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted pronouncement s

In June 2016, the FASB issued

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reasonable and supportable forecasts that affect the collectability of the financial assets.

The standard is effective for the Company

beginning January 1, 2023.

The adoption of this guidance is not expected to have a material effect on our financial statements.

The Company adopted this standard effective

January 1, 2023, with no material effect on the financial statements.

Recent pronouncement not yet adopted

In October 2023, the FASB issued ASU 2023-06, “Disclosure

Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements

related to various subtopics in the FASB Accounting Standards Codification (the “Codification”) .

The ASU was issued

in response to the SEC’s disclosure update and simplification initiative issued in August 2018.

The effective date for the amendments

for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes

effective, with early adoptions prohibited.

In December 2023, the FASB issued ASU No.

“ 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.

is effective for Beam beginning with our annual financial statements for the fiscal year ending December 31, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact that the updated standard will have on the consolidated financial statements.

The Company has a history

of net losses, including in the accompanying financial statements for the years ended December 31, 2022 and 2021 where the Company had

net losses of $ 19.7 million (which includes $ 9.1 million of non-cash expenses) and $ 6.6 million (which includes $ 1.3 million of non-cash

of net losses, including the accompanying financial statements for the years ended December 31, 2023 and 2022 where the Company had net

losses of $ 16.1 million (which includes $ 4.3 million of non-cash expenses) and $ 19.7 million (which includes $ 9.1 million of non-cash

expenses), respectively, and net cash used in operating activities of $13.3 million and $18.1 million, respectively.

During 2023, the

million of operating cash usage included $9.0 million increase in inventory and inventory-related prepayments to vendors to reduce the

risk of potential shortages of cells required for battery manufacturing, and to increase work in process and finished inventory of EV

ARC™ units based on forecasted requirements.

At December 31, 2022, the

Company had a cash balance of $ 1.7 million and working capital of $ 6.8 million .

The working capital balance has been reduced by a current liability of

$6.8 million for contingent consideration, which is non-cash.

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.

$13.3 million of operating cash usage included a $ 9.5 million increase in accounts receivable related to the strong increase in revenues

in the fourth quarter of 2023 compared to the fourth quarter of 2022, and the acquisition of Amiga.

At December 31, 2023,

the Company had a cash balance of $ 10.4

million and working capital of $ 23.8

In June 2023, the Company raised $ 25.4 million

in net proceeds from a public offering through the issuance of common stock which was intended to cover cash payments for the

acquisition of Amiga as well as for working capital.

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 September 2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B.

Riley Principal Capital II, LLC (“B.

Principal Capital II, LLC (“B.

Riley”) 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 37,741 shares in January and February 2023 for $ .7 million

under this agreement.

$30.0 million shares or a maximum of two million shares of its common stock over a period of 24 months in its sole discretion (see

note 12 for further information).

The Company issued 198,033

shares of stock in 2023 for $ 2.5

million under this agreement.

Furthermore, we could pursue other equity or debt financings.

In addition, the Company’s outstanding

warrants have generated $ 0.5 million and $ 2.9 million of proceeds during the year ended December 31, 2022 and 2021, respectively.

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.

In addition, the Company’s

outstanding warrants have generated $ 0.2

million and $ 0.5

million of proceeds during the years ended December 31, 2023 and 2022, respectively.

The Company believes that it will become

profitable in the next few years as our revenues continue to grow, we improve our gross profit 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.

BUSINESS COMBINATION

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.

We believe this strategic acquisition will increase and diversify our Company’s revenue, gross profitability,

manufacturing capabilities, intellectual portfolio and customer base.

The Company purchased substantially all of the assets and business

of All Cell for 1,055,000 shares of Beam Common Stock (“Closing Consideration”) plus an additional $0.8 million in cash for

the net working capital held by All Cell at closing.

Amiga DOO Kraljevo

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

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

to the terms of the Purchase Agreement, the Company acquired all the equity stock of Amiga from the Sellers in exchange for cash and common

With respect to the cash portion of the purchase price, the Company paid to the Sellers 4.6 million euros ($ 4.9 million) (“Tranche

1 Payment”) at closing and an additional 2.5 million euros ($ 2.7 million) was deferred on December 31, 2023, and paid on January

2, 2024 (“Deferred Tranche 2 Payment”).

With respect to the equity portion of the purchase price, the Company issued to the

Sellers 293,675 shares of our common stock (“Tranche 1 Issuance”) upon closing and an additional 158,132 shares before December

31, 2023, (“Tranche 2 Issuance”).

Sellers are eligible to earn additional shares of the Company’s common stock if Amiga meets certain revenue milestones for the years

ended December 31, 2024 and 2025 (the “Earnout Consideration”).

The Earnout Consideration that Sellers are eligible to receive

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

each of the years ended December 31, 2024 and 2025.

The Earnout Consideration will be paid in the Company’s stock for each annual

target period and will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days

prior to the end of the applicable measurement period.

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

or will the Company issue to the Sellers an amount of the Company’s common stock that exceeds 19.99% of the total outstanding common

stock of the Company immediately prior to the closing.

An estimate of the fair value of the contingent consideration has been recorded

in the opening balance sheet.

Additionally , if within five years of the closing date of the acquisition Amiga receives a final

award in specific legal proceedings in excess of EUR 3.8 million, the amount exceeding EUR 3.8 million is payable to the Sellers.

is not currently considered probable and therefore no accrual has been established.

16, 2024, the Company and the Sellers entered into an amendment to the Purchase Agreement (the “Amendment”) to remove the

requirement that the Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration.

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

cell towers, and ski lift towers.

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.

The acquisition was accounted

for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations .

Goodwill represents

the premium the Company paid over net fair value of tangible and intangible assets acquired.

The valuation

of the Earnout Consideration was performed using a discounted cash flow analysis to determine the fair value of the contingent consideration,

which includes estimates and assumptions such as forecasted revenues of Amiga, discount rates, and the milestone settlement value.

such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration

will be reassessed on a quarterly basis with the change recorded to operating expenses.

Change in the fair value of the Earnout Consideration

during the year ended December 31, 2023 is as follows (in thousands):

Schedule of change in the fair value of earnout consideration - Amiga

Balance as of December 31, 2022

Acquisition of Amiga

Balance as of December 31, 2023

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

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.

incurred $ 0.2 million of transaction costs during the fiscal year ended December 31, 2023, directly related to the acquisition that are

reflected in operating expenses in the statement of operations.

Consideration is comprised of the following (in

consideration comprised

Deferred Cash Consideration - Tranche 2

Deferred Equity Consideration - Tranche 2

Earnout Consideration

Total consideration

The following table shows the allocation of consideration

to assets and liabilities at fair value (in thousands):

Schedule of consideration to assets and liabilities

Assets Acquired

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Property, plant and equipment

Total assets acquired

Accounts payable

Accrued expenses

Deferred revenue

Deferred tax liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

All Cell Technologies, LLC

On March 4, 2022, the Company

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

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

our gross profitability and manufacturing capabilities.

The Company purchased substantially all of the assets and business of All Cell

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

capital held by All Cell at closing.

In addition, All Cell is eligible

to earn an additional number of shares of Beam Common Stock if Beam’s new energy storage business meets certain revenue milestones

(the “Earnout Consideration”).

The Earnout Consideration is:

(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 only

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

Revenues exceeding

$20.0 million in 2023 will not be eligible for the Earnout Consideration.

The maximum aggregate number of shares of Beam Common Stock

that the Company will issue to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares.

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

to earn an additional number of shares of our common stock if the acquired energy storage business meets certain revenue milestones (the

“Earnout Consideration”).

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 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.

Any revenues exceeding $20.0 million

in 2023 will not be eligible for the Earnout Consideration.

The maximum aggregate number of shares of our common stock that we will issue

to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares.

Revenue from energy storage products

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.

No shares were earned or issued for the 2023 Earnout

Consideration.

The valuation of the Earnout

Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues

of All Cell, volatility, discount rates, share price and the milestone settlement value.

As such valuation includes the use of unobservable

inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration is reassessed on a quarterly basis with

the change recorded to operating expenses.

Change in the fair value of the Earnout Consideration during the year ended December 31, 2022

and the year ended December 31, 2023 is as follows (in thousands):

Schedule of change in the fair value of earnout consideration

Balance as of December 31, 2021

Acquisition of All Cell

Change in estimated fair value

Balance as of December 31, 2022

Issue earnout shares for 2022

Change in estimated fair value

Balance as of December 31, 2023

The fair value of consideration

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The goodwill is expected to be fully deductible for tax purposes.

The valuation of the Earnout

Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues

of All Cell, volatility, discount rates, share price and the milestone settlement value.

As such valuation includes the use of unobservable

inputs, it is considered to be a Level 3 measurement.

The fair value of the Earnout Consideration is reassessed on a quarterly basis

with the change recorded to operating expenses.

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

31, 2022 is as follows (in thousands):

Schedule of fair value earnout

Balance as of December 31, 2021

Acquisition of All Cell

Change in estimated fair value

Balance as of December 31, 2022

The fair values

assigned to identifiable intangible assets and goodwill acquired are as follows ($ in thousands):

The fair values assigned to

identifiable intangible assets and goodwill acquired are as follows ($ in thousands):

Schedule of acquired intangible assets

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estimated useful lives except for customer deposits which uses accelerated depreciation.

Pro Forma Unaudited Financial

The following pro forma

unaudited financial information summarizes the combined results of operations of Beam Global and All Cell as if the companies had

been combined as of the beginning of the year ended December 31, 2021 (unaudited and in thousands):

Schedule of Pro Forma Information

Year Ended December 31,

The pro forma unaudited financial

information is presented for information purposes only and is not indicative of the results of operations that would have been achieved

had the acquisition been completed at the beginning of the year ended December 31, 2021.

In addition, the pro forma unaudited 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 pro forma unaudited financial information includes adjustments to

reflect the incremental amortization expense of the identifiable intangible assets and transaction costs, as well as removes the impact

of the debt that was not acquired by the Company and payments to a non-employee.

The statement of operations

for the year ended December 31, 2022 includes revenues of $ 5.2 million and loss from operations of $ 10.1 million , respectively, from the

acquired All Cell business.

Pro Forma Unaudited Financial Information

The unaudited pro forma information

for the periods set forth below gives effect to the acquisitions of Amiga and All Cell had they occurred on January 1, 2022.

forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would

have been achieved had the transactions been consummated as of that time nor does in purport to be indicative of future financial operating

The pro forma unaudited financial information includes a conservative estimate of sell-through of the Company’s legacy

products, as well as updated depreciation related to the fair value adjustments from the acquisitions.

Pro forma net revenues for the years ended December

31, 2023 and 2022 are $ 75.3 million and $ 32.3 million, respectively.

Proforma net loss for the years ended December 31, 2023 and 2022

are $ 16.8 million and $ 22 .0 million, respectively.

The consolidated statement of operations includes revenue of $ 11.9 and net loss of $ 5.8 million related to acquired operations for the year ended December 31, 2023.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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Related party receivable

Total prepaid expenses and other current assets

Related party receivables

as of December 31, 2022 and 2021 consisted primarily of payroll related taxes due for stock-based compensation.

Total prepaid expenses and other current

Related party receivables as of December 31, 2023

and 2022 consisted primarily of payroll related taxes due for stock-based compensation.

Inventories are stated at

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Costs are determined using the first in-first out (FIFO) method.

As of December 31, 2022 and

2021, inventory consists of the following (in thousands):

As of December 31, 2023

and 2022, inventory consists of the following (in thousands):

Schedule of inventory

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Computer equipment and software

Leasehold improvements

Land, buildings and leasehold improvements

Machinery and equipment

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and 2022 was $ 0.9 million and $ 0.4 million, respectively.

In 2022, $ 0.2 million of depreciation was capitalized into inventory as manufacturing

overhead costs.

Depreciation capitalized in 2021 was immaterial.

In 2023 and 2022, $ 0.2 million and $ 0.2 million of depreciation was capitalized

into inventory as manufacturing overhead costs, respectively.

See Note 4 for additional details of the acquisition of land, buildings

and machinery and equipment.

INTANGIBLE ASSETS

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Accumulated Amortization

Net Carrying Amount

Weighted-average Amortization Period (yrs)

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Customer relationships

Intangible assets, net

Intangible assets as of December

31, 2021 consisted of patents, for which the gross carrying amount was $ 0.4 million .

Amortization expense for the year ended December

31, 2022 was $ 1.0 million and immaterial for the year ended December 31, 2021.

Intangible assets

December 31, 2023

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted-average Amortization Period (yrs)

Developed technology

Customer relationships

Intangible assets

Amortization expense for each

of the years ended December 31, 2023 and 2022 was $ 1 .0 million.

Amortization expense for intangible assets held as of December 31, 2023

31, 2022 will be $ 1.2 million for 2023, and $ 1.1 million for each of the years 2024 – 2027.

ACCRUED EXPENSES

will be $ 1 .0 million for each of the years 2024 – 2028.

ACCRUED EXPENSES AND LONG-TERM LIABILITIES

The major components of accrued expenses

are summarized as follows (in thousands):

and long-term liabilities are summarized as follows (in thousands):

Schedule of accrued expenses

Accrued Expenses:

Accrued vacation

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Vendor accruals

Accrued warranty

Other accrued expense

Total accrued expenses

Other Long-Term Liabilities:

Long-term deferred tax liability

Acquired long-term liability

Total long-term liabilities

Acquired long-term liability of $ 3.8 million consists of a restructuring

debt settlement from the acquisition of Amiga.

The debt restructuring was entered into in 2021 for a nine year term with seven years remaining

at December 31, 2023.

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

COMMITMENTS AND CONTINGENCIES

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recorded $ 0.2 million in right-of-use asset and lease liability.

The lease term ends on August 31, 2023 and contains clauses for annual

The lease term ended on August 31, 2023 and contains clauses for annual

rent escalation.

The present values of the lease payment streams were calculated using an effective borrowing rate of 10 %.

is currently evaluating options for its battery manufacturing facility.

During the twelve months ended December 31, 2022

and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $ 0.6 million and $ 0.4 million , respectively.

Operating lease cost for the twelve months ended December 31, 2022 and 2021 were $ 0.8 million and $ 0.7 million , respectively.

remained in the facility on a month-to-month lease and then entered into a five-year lease extension effective February 1, 2024.

of the Amiga acquisition, the Company assumed a lease for a small office and a few other small leases in Belgrade, Serbia, which have

an indefinite term and may be terminated at any time with 30 days notice.

Because of the short term and small value, these leases were

not capitalized.

The weighted average remaining lease term is 3.3 years.

During the twelve months ended

December 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities was $ 0.8 million and $ 0.6

million, respectively.

Operating lease cost for the twelve months ended December 31, 2023 and 2022 were $ 0.8 million and $ 0.8 million,

respectively.

As the Company’s leases do not provide an implicit rate, the

Company uses its incremental borrowing rate to discount the lease payments to present value.

The estimated incremental borrowing rate

is derived from information available at the lease commencement date.

The future minimum rental

commitments for our operating leases reconciled to the lease liability as of December 31, 2022 is as follows (in thousands):

commitments for our operating leases is as follows (in thousands):

Schedule of minimum lease

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STOCKHOLDERS’ EQUITY

Stock Issued for Public Offering

In June 2023, the Company sold 3,062,500 shares

of its common stock at an offering price of $ 9.00 per share in a public offering.

The offering provided net proceeds of approximately

$ 25.4 million after deducting underwriting discounts and commissions and offering expenses paid by the Company.

Stock Issued for Acquisition

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shares of its common stock upon acquiring certain assets of All Cell during the year ended December 31, 2022.

See further discussion in

An additional 446,815 shares

were issued in 2023 to All Cell in payment of contingent consideration for 2022 results.

The Company issued 451,807

shares of its common stock upon acquiring Amiga during the year ended December 31, 2023.

See further discussion in note 4.

Business Combination.

Committed Equity Facility

On September 2, 2022, the

Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with

Pursuant to 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

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

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 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 securities to B.

of the Company, and the Company is under no obligation to sell any common stock to B.

Riley under the Purchase Agreement.

As consideration

Riley’s commitment to purchase shares of the Company’s common stock, the Company issued 10,484 shares of its common

stock and will issue an additional 10,484 shares of its common stock or a cash payment of $ 150,000 , at the Company’s sole discretion,

sometime after the first VWAP purchase occurs.

The Company incurred an aggregate

cost of approximately $0.4 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, which was recorded to prepaid expenses and other current assets on the Balance

Sheet to be offset against future proceeds from the sale of the Company’s common stock under the Purchase Agreement.

During the year ended December

31, 2022, the Company issued 1,436 shares under this agreement.

The proceeds were fully offset by costs previously deferred.

Riley’s commitment to purchase shares of the Company’s common stock the Company issued B.

Riley 10,484 shares of its

common stock in both September 2022 and April 2023.

Company incurred an aggregate cost of approximately $0.4 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 year ended December 31, 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

In March 2023, the Company

issued 6,444 shares of its common stock in exchange for marketing services to be provided over a six-month period.

The number of shares

were determined by dividing $ 0.1 million by the volume-weighted average price (VWAP) per share of the Company’s common stock for

the 30 days preceding the effective date which was $ 15.518 .

The shares were then valued based on a market price on the date of grant of

$ 14.72 resulting in a fair value of $ 0.1 million which was recorded to prepaid expenses and other current assets upon issuance and recognized

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

Awards Under Stock Incentive Plans

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employee option grants generally have a term of ten years and vest immediately upon grant.

The fair value of each

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

This model incorporates certain assumptions

for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life

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

The Black-Scholes

option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and

are fully transferable.

In addition, option valuation models require the input of highly subjective assumptions including the

expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of

its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate.

We used the assumptions in the

table below and we assumed there would not be dividends granted for the options granted in fiscal 2022 and 2021:

Assumptions for options granted

The fair value of each option

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

This model incorporates certain assumptions for inputs

including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected

volatility in the market value of the underlying common stock based on our historical volatility.

The Black-Scholes option-pricing model

was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.

addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because

the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the

subjective input assumptions can materially affect the fair value estimate.

We used the assumptions in

the table below and we assumed there would not be dividends granted for the options granted in fiscal 2023 and 2022:

Schedule of assumptions for

options granted

Year ended December 31,

Expected volatility

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Contractual Life

(in thousands)

Outstanding at December 31, 2021

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Exercisable at December 31, 2023

The Company’s

stock option compensation expense was $ 0.9

million and $ 0.4

million for the years ended December 31, 2022 and 2021, respectively, and there was $ 1.1

million of total unrecognized compensation costs related to outstanding stock options at December 31, 2022 which will be

recognized over 3.9

Total intrinsic value of options exercised was immaterial for the year ended December 31, 2022 and $ 1.8

million during the year ended December 31, 2021.

Total intrinsic value of options outstanding and options exercisable were

million and $ 1.9

million , respectively, as of December 31, 2022.

Number of stock options vested and unvested as of December 31, 2022 were 251,129

respectively.

The Company’s stock option compensation expense

was $ 0.7 million and $ 0.9 million for the years ended December 31, 2023 and 2022, respectively, and there was $ 1.3 million of total

unrecognized compensation costs related to outstanding stock options at December 31, 2023 which will be recognized over 4 .0 years.

were no options exercised in the year ended December 31, 2023, and the total intrinsic value of options exercised was immaterial for the

year ended December 31, 2022.

Number of stock options vested and unvested as of December 31, 2023 were 335,745 and 146,113 , respectively.

Restricted Stock Units

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granted 285,000 restricted stock units (RSUs) to its Chief Executive Officer (CEO), half of which contains performance conditions (PSUs).

50% of the RSUs without performance condition vested upon grant, with 25% vesting on February 1 st of 2024 and 2025.

of shares issuable under the PSUs are determined based on the achievement of performance metrics specific to the Company that is measured

50% of the RSUs without performance condition vested upon grant, and 25% will vest on February 1 st of 2024 and 2025.

of shares issuable under the PSUs are determined based on the achievement of performance metrics specific to the Company that are measured

at the end of fiscal year 2024.

summary of activity of the RSUs for the year ended December 31, 2022 is as follows :

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

The PSUs were further reviewed to determine estimated performance over the term and then a factor was applied ranging from 0%

to 150% of the grant date fair value.

This estimate is reviewed quarterly.

A summary of activity of the RSUs for the year

ended December 31, 2023, is as follows:

Schedule of restricted stock units

PSU Nonvested Shares

RSU Nonvested Shares

Weighted-Average Grant-Date Fair Value

Average Grant-

Date Fair Value

Nonvested at December 31, 2021

Nonvested at December 31, 2022

Nonvested at December 31, 2023

Stock compensation expense

1 unchanged sentence

expense remaining to be recognized over 1.2 years as of December 31, 2023.

Fair value of restricted stock units vested during the year

ended December 31, 2022 was $ 0.9 million .

There were no restricted stock units that vested during the

year ended December 31, 2023.

Restricted Stock Awards

3 unchanged sentences

four quarters.

The Company also issues restricted stock to its CEO, for which generally 50% of the shares granted vest ratably over four

quarters and the remaining 50% vest ratably over twelve quarters.

The common stock related to these awards are issued to an escrow account

on the date of grant and released to the grantee upon vest.

The fair value is determined based on the closing stock price of the Company’s

common stock on the date granted and the related expense is recognized ratably over the vesting period.

Through 2022, the Company also issued restricted stock to its CEO, for which generally 50% of the shares granted vest ratably

over four quarters and the remaining 50% vest ratably over twelve quarters.

The common stock related to these awards are issued to an

escrow account on the date of grant and released to the grantee upon vest.

The fair value is determined based on the closing stock price

of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.

A summary of activity of the restricted stock

awards for the years ended December 31, 2023 and 2022 is as follows:

Schedule of restricted stock award activity

Schedule of restricted stock awards

Average Grant-

3 unchanged sentences

Nonvested at December 31, 2023

Stock compensation expense related to restricted stock awards was $ 0.4 million and $ 0.7 million during

the years ended December 31, 2022 and 2021, respectively.

Fair values of restricted stock vested during the years ended December 31,

2022 and 2021 were $ 0.4 million and $ 1.4 million , respectively.

Stock compensation expense

related to restricted stock awards was $ 0.4 million for each of the years ended December 31, 2023 and 2022, respectively.

of restricted stock vested during each of the years ended December 31, 2023 and 2022 were $ 0.4 million.

As of December 31, 2023, there

were unreleased shares of common stock representing $ 0.3 million of unrecognized restricted stock grant expense which will be recognized

over two years.

were unreleased shares of common stock representing $20 thousand of unrecognized restricted stock grant expense which will be recognized

over 1.25 years.

During the year ended December

31, 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

including a risk-free market interest rate of 3.86%, expected dividend yield of the underlying common stock of 0%, expected life of 2.5

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

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

During the year

ended December 31, 2023, $ 0.2 million was recorded as expense and at December 31, 2023, $1.4 million of cost has not been recognized and

will be recognized over the next 4.25 years.

A summary of activity of warrants outstanding

for the years ended December 31, 2023 and 2022 is as follows:

Schedule of warrant activity

Schedule of warrant outstanding

Number of Warrants

6 unchanged sentences

December 31, 2023 have a weighted average remaining contractual life of 1.60 years.

The intrinsic value of the exercisable shares of the

warrants at December 31, 2022 was $ 4.9 million .

Of the outstanding warrants, 410,745 will expire in

The intrinsic value of the exercisable shares of the warrants at December 31, 2023 was $ 0.3 .

During the year ended December

31, 2021, 433,937 warrants to purchase shares of the Company’s registered common stock and 11,989 warrants to purchase shares of

the Company’s unregistered common stock were exercised generating $ 2.9 million .

The unregistered securities were issued pursuant

to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

All warrants exercised during

the year ended December 31, 2022 were for the Company’s common stock.

31, 2023, 29,459 warrants to purchase shares of the Company’s registered common stock were exercised generating $ 0.2 million, and

in the year ended December 31, 2022, 79,454 warrants to purchase shares of the Company’s registered common stock were exercised

generating $ 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

Twelve Months Ended

Product sales

5 unchanged sentences

During the year ended December

31, 2022 and 2021, 29 % and 62 % of revenues were derived from customers located in California, respectively.

31, 2023 and 2022, 80 % and 62 % of revenues were derived from federal, state and local governments, respectively.

In addition, 15 % of revenues

in the year ended December 31, 2022 were international sales compared to none in the prior year.

At December 31, 2022 and 2021,

deferred revenue was $ 1.4 million and $ 0.3 million , respectively.

These amounts consisted mainly of customer deposits in the amount of

$ 1.0 million and $ 0.1 million for December 31, 2022 and 2021, respectively and prepaid multi-year maintenance plans for previously sold

products which account for $ 0.3 million and $ 0.2 million for December 31, 2022 and 2021, respectively, and pertain to services to be provided

through 2028.

Revenue recognized during the year ended December 31, 2022 which pertained to revenue deferred in prior years was $ 0.1 million

and immaterial for the year ended December 31, 2021.

in the year ended December 31, 2023 were international sales compared to 9 % in the prior year.

At December 31, 2023 and 2022, deferred revenue

was $ 1.2 million and $ 1.4 million, respectively.

These amounts consisted mainly of customer deposits in the amount of $ 0.7 million and

$ 1.0 million for December 31, 2023 and 2022, respectively and prepaid multi-year maintenance plans for previously sold products which

account for $ 0.5 million and $ 0.3 million for December 31, 2023 and 2022, respectively, and pertain to services to be provided through

Revenue recognized during the year ended December 31, 2023 and 2022 which pertained to revenue deferred in prior years was $ 0.4

million and $ 0.1 million respectively.

There was no Federal income

tax expense for the years ended December 31, 2023 and 2022 due to the Company’s net losses.

Income tax expense represents minimum

Income tax expense represents the minimum

state taxes due.

The pretax loss by country

is shown below (in thousands):

Schedule of pretax loss

Year Ended December 31,

United States

International

The blended Federal and State

2 unchanged sentences

The Company’s tax expense differs from the “expected” tax expense for Federal income

tax purposes, (computed by applying the United States Federal tax rate of 21 %

to loss before taxes), as follows (in thousands):

Income tax reconciliation

tax purposes, (computed by applying the United States Federal tax rate of 21% to loss before taxes), as follows (in thousands):

Schedule of income tax reconciliation

Year Ended December 31,

3 unchanged sentences

Non-deductible items

Foreign tax rate differential

True-up to tax return

5 unchanged sentences

tax assets and liabilities are as follows (in thousands):

Deferred tax assets and liabilities

Schedule of deferred tax assets and liabilities

Year Ended December 31,

Deferred tax assets:

Stock options

1 unchanged sentence

Capitalized R&D

Change in fair value of contingent consideration

Change in FV of contingent consideration

Patents/Intangible Assets

Lease Liability

Net operating loss carryforward

9 unchanged sentences

$ 22.5 million .

The increase in the valuation allowance during 2022 was $ 5.4 million .

The increase in the valuation allowance during 2023 was $ 4.2 million which was all recorded through deferred taxes.

At December 31, 2023,

the Company has a net operating loss carry forward of $ 55.2 million , of which $ 25.1 million is available to offset future net income through

the Company has a Federal net operating loss carry forward of $ 68.1 million, of which $ 25.1 million is available to offset future net

income through 2037, a State net operating loss carry forward of $ 70.8 million and a Serbian net operating loss carry forward of $ 0.4

The net operating loss (“NOL”) expires during the years 2027 to 2037 and $ 43 .0 million may be carried forward indefinitely

11 unchanged sentences

The Company does not expect that uncertain tax benefits will materially change in the next 12 months.

All tax returns will

remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization

of any net operating loss carryforwards.

SUBSEQUENT EVENTS

On March 22, 2023, Beam Global

entered into a five year agreement with OCI Limited to provide a supply chain line of credit for up to $100 million.

Beam Global intends

to use the funds to provide working capital to support business growth.

All tax returns will remain open for examination by the federal and

state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards.

Pursuant to the requirements of Section 13 or

1 unchanged sentence

undersigned, thereunto duly authorized.

March 31, 2023

April 16, 2024

/s/ Desmond Wheatley

2 unchanged sentences

Power of Attorney

Each person whose

signature appears below constitutes and appoints each of Desmond Wheatley and Katherine H.

McDermott, true and lawful

attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign amendments to this Annual Report on

Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and

Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or

cause to be done by virtue thereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated:

Each person whose signature

appears below constitutes and appoints each of Desmond Wheatley and Lisa A.

Potok, true and lawful attorney-in-fact, with the power of

substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with all

exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the

dates indicated:

Principal Executive Officer:

/s/ Desmond Wheatley

Chief Executive

Officer, President and Chairman

March 31, 2023

Chief Executive Officer, President and Chairman

April 16, 2024

Desmond Wheatley

1 unchanged sentence

and Principal Accounting Officer:

/s/ Katherine H.

Chief Financial Officer

March 31, 2023

April 16, 2024

/s/ Peter Davidson

March 31, 2023

April 16, 2024

Peter Davidson

/s/ Anthony Posawatz

March 31, 2023

April 16, 2024

Anthony Posawatz

/s/ Nancy Floyd

March 31, 2023

/s/ Judy Krandel

April 16, 2024

/s/ George Syllantavos

April 16, 2024

George Syllantavos

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

What changed 10-K

Item 9A. Controls and Procedures