What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-14 · 373 added, 393 removed, 259 unchanged (75% of the section changed)

FINANCIAL STATEMENTS

Condensed Balance Sheets

(In thousands)

September 30,

Condensed Consolidated Balance Sheets

(In thousands, except share and

per share data)

Current assets

Accounts receivable

Accounts receivable, net of allowance for credit losses of $ 112 and $ 447

Prepaid expenses and other current assets

Inventory, net

Total current assets

9 unchanged sentences

Note payable, current

Deferred consideration, current

Contingent consideration, current

4 unchanged sentences

Contingent consideration, noncurrent

Other liabilities, noncurrent

Deferred tax liabilities, noncurrent

Operating lease liabilities, noncurrent

1 unchanged sentence

Stockholders' equity

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

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

Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2024 and December 31, 2023.

Common stock, $ 0.001 par value, 350,000,000 shares authorized, 14,438,270 and 14,398,243 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Additional paid-in-capital

Accumulated deficit

Accumulated Other Comprehensive Income (AOCI)

Total stockholders' equity

1 unchanged sentence

The accompanying unaudited notes are an integral

part of these unaudited condensed financial statements

Condensed Statement of Operations

part of these unaudited condensed consolidated financial statements

Condensed Consolidated Statement of Operations

and Comprehensive Loss

(Unaudited, in thousands except per share data)

Three Months Ended

Nine Months Ended

September 30,

Cost of revenues

Gross profit (loss)

Operating expenses

6 unchanged sentences

Income tax expense

Net foreign currency translation adjustments

Total Comprehensive Loss

Net loss per share - basic

3 unchanged sentences

The accompanying unaudited notes are an integral

part of these unaudited condensed financial statements

Statements of Changes in Stockholders’

part of these unaudited condensed consolidated financial statements

Consolidated Statements of Changes in Stockholders’

(Unaudited, in thousands)

Stockholders'

Balance at December 31, 2021

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Stock issued for acquisition

Stock option expense

Warrants exercised for cash

Balance at March 31, 2022

Stock issued for director services - vested

Stock issued to escrow account - unvested

Stock option expense

Warrants exercised for cash

Balance at June 30, 2022

Stock issued for director services - vested

Stock issued to escrow account - unvested

Stock option expense

Warrants exercised for cash

Stock option exercise (cashless)

Stock issued for Committed Equity Facility

Balance at September 30, 2022

Stockholders'

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders'

Balance at December 31, 2022

6 unchanged sentences

Balance at March 31, 2023

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Settlement of earnout related to acquisition

Employee stock-based compensation expense

Proceeds from issuance of common stock, pursuant to public offering

Warrants exercised for cash

Sale of stock under Committed Equity Facility

Balance at June 30, 2023

Balance at December 31, 2023

Stock issued for director services - vested

Stock issued to (released from) escrow account - unvested

Stock-based compensation to consultants

Employee stock-based compensation expense

Warrants exercised for cash

Expenses to maintain

Committed Equity Facility

Balance at September 30, 2023

Impact of foreign currency translation

Balance at March 31, 2024

The accompanying unaudited notes are an integral

part of these unaudited condensed financial statements

Condensed Statements of Cash Flows

part of these unaudited condensed consolidated financial statements

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities:

1 unchanged sentence

Depreciation and amortization

Provision on credit losses

Common stock issued for services

1 unchanged sentence

Employee stock-based compensation

Disposal of property and equipment

Abandoned patent costs

Stock Compensation expense for non-employees

3 unchanged sentences

Prepaid expenses and other current assets

Operating lease right of use asset

Increase (decrease) in:

1 unchanged sentence

Accrued expenses

Operating lease liability

Sales tax payable

Deferred revenue

Other long term liabilities

Net cash used in operating activities

Investing Activities:

Working capital payment for acquisition

Purchase of property and equipment

Payment of Deferred Consideration

Funding of patent costs

3 unchanged sentences

Proceeds from warrant exercises

Borrowings (repayments) of note payable

Payments of equity offering costs

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

Net cash provided by financing activities

Net increase (decrease) in cash

Borrowings of note payable

Net cash used in financing activities

Effect of exchange rate changes

Net decrease in cash

Cash at beginning of period

4 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Fair value of common stock issued as consideration for business combination

Purchase of property and equipment by incurring debt

Purchase of property and equipment by incurring current liabilities

Depreciation cost capitalized into inventory

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

Issuance of stock for Committed Equity Line

Warrants issued for services to non-employee

Shares issued for services to non-employee

The accompanying unaudited notes are an integral part of these unaudited

condensed financial statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited notes are an integral

part of these unaudited condensed consolidated financial statements

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Beam Global, a Nevada corporation

(hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a sustainable

technology innovation company based in San Diego, California.

We develop, manufacture, and

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

preparedness.

We also produce proprietary energy storage battery products.

Our Electric Vehicle (EV) charging infrastructure products

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

where it is either too expensive, too disruptive, or impossible to connect to a utility grid, or where the requirements for electrical

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

We do not compete with EV charging companies;

rather, we enable

such companies by providing infrastructure solutions that replace the time consuming and expensive process of construction and electrical

work which are usually required to install traditional grid-tied EV chargers.

We also do not compete with utilities.

Our products provide

utilities with another tool to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders

and others, through our integrated emergency power panels.

We also provide energy storage technologies that make commodity battery cells

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

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

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

Amiga is a business located in

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

and ski lift towers.

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

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

Amiga is one of Europe’s leading manufacturers

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

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

and acceleration of product development cycles.

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

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

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

Our charging infrastructure

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

We compete with the highly fragmented and disintegrated

ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others who are required to

perform a traditional grid-tied EV charger installation construction and electrical project.

Our clean-technology products are designed

to replace a complicated, expensive, time-consuming and risk prone process with an easy, low total cost of ownership, robust and reliable

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

proprietary technology solutions target four markets that are experiencing significant growth with annual global spending in the billions

electric vehicle (EV) charging infrastructure;

energy storage solutions;

energy security and disaster preparedness;

outdoor media advertising.

Basis of Presentation

The interim unaudited condensed

financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States

(“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions

to Form 10-Q and Rule 10-01 of Regulation S-X.

In management’s opinion, all adjustments (consisting of normal recurring adjustments

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

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

The results of operations for such interim

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

consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the

United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission

in instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

In management’s opinion, all adjustments (consisting of normal recurring

adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ending March

31, 2024 and 2023, and our financial position as of March 31, 2024, have been made.

The results of operations for such interim periods

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

Certain information and disclosures

normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements.

Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes

thereto for the year ended December 31, 2022.

Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements

and notes thereto for the year ended December 31, 2023.

The December 31, 2023 balance sheet is derived from those statements.

1 unchanged sentence

The preparation of financial

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

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

and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates in the accompanying

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

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

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

allowance on deferred tax assets.

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

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

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

Actual results could

differ from those estimates.

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

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

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

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

Recent Accounting Pronouncements

In June 2016, the FASB issued

ASU 2016-13, Financial Instruments – Credit Losses (ASC Topic 326) requiring initial recognition of

credit losses, as well as any subsequent change in the estimate, when it is probable that a loss has been incurred.

The standard eliminates

the threshold for initial recognition in current U.S.

GAAP and it covers a broad range of financial instruments, including trade and other

receivables at each reporting date.

The measurement of expected credit losses is based on historical experience, current conditions, and

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

The Company adopted this standard effective

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

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.

2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” (“ASU 2023-09”).

ASU 2023-09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes

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

Early adoption is permitted.

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

Concentrations

3 unchanged sentences

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

The Company has not experienced any

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

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

cash deposits were greater than the federally insured limits.

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.

At the time, the Company maintained all of its cash deposits

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

which is no longer affiliated with SVB.

On March 27, 2023, First-Citizens Bank & Trust Company entered into an agreement with the

FDIC to purchase substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of SVBB.

The Company has full access to all of its deposited funds with SVBB and we have also established deposit accounts at Bank of America.

The Company has not experienced any losses

in such accounts from inception through March 31, 2024.

As of March 31, 2024, approximately $ 4.8 million of the Company’s cash deposits

were greater than the federally insured limits.

Major Customers

2 unchanged sentences

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

81 % of our third

84 % of our first

quarter revenues were derived from pre-funded federal, state and local government programs, and the remaining 16 % were derived from commercial

1 unchanged sentence

such customers.

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

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

for more than 10% of revenues.

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

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

At December 31, 2022,

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

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

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

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

For the three months ended March 31, 2024, two customers accounted for 30 % and 18 % of total revenues, with no other single

customer accounting for more than 10 % of total revenues.

At March 31, 2024, accounts receivable from three customers accounted for 22 %,

18 % and 14 % of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance.

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

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

For the three months ended March 31, 2024 and

2023, the Company’s sales to federal, state and local governments represented 84 % and 86 % of revenues, respectively.

Fair Value Measurement

The Company follows the authoritative guidance that

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

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

The guidance defines fair value as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date (exit price).

The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from

the perspective of the market participant that holds the asset or owes the liability.

The Company utilizes market data or assumptions that

market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability,

including assumptions about risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable,

market corroborated or generally unobservable.

The Company attempts to utilize valuation techniques that maximize the use of observable

inputs and minimize the use of unobservable inputs.

The Company is able to classify fair value balances

based on the observability of those inputs.

The guidance establishes a formal fair value hierarchy based on the inputs used to measure

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly,

Level 1 measurement should be used whenever possible.

The hierarchy is broken down into three levels based

on the reliability of inputs as follows:

Level 1 – Quoted prices in active markets for

identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.

Level 2 – Inputs other than quoted prices included

within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or

The methods used may produce a fair value

calculation that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, while management

believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair

value measurement at the reporting date.

There were no changes in the Company’s valuation methodologies from the prior

For purpose of this disclosure, the carrying amounts

for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and

current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of March

The Company had Level 3 liabilities as of March 31, 2024.

There were no transfers between levels during the reporting period.

Fair value of contingent consideration

Contingent Consideration as of December 31, 2023

Change in fair value

Contingent Consideration as of March 31, 2024

Significant Accounting Policies

During the nine months ended

September 30, 2023, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the

year ended December 31, 2022, except for the adoption of ASC Topic 326 effective January 1, 2023 with no material effect on the financial

During the three months ended

March 31, 2024, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year

ended December 31, 2023.

Net Loss Per Share

1 unchanged sentence

computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented.

net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive,

net loss per share of common stock is computed using the weighted average number of common stock outstanding for the period, and, if dilutive,

potential common stock outstanding during the period.

Potential common stock consists of shares of common stock issuable upon the exercise

of stock options, stock warrants, or other common stock equivalents.

Potentially dilutive securities are excluded from the computation

if their effect is anti-dilutive.

Potential common stock outstanding consists of shares of common stock issuable upon

the exercise of stock options, stock warrants, or other common stock equivalents.

Potentially common stock outstanding are excluded from

the computation if their effect is anti-dilutive.

Options to purchase 592,658

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

shares of common stock and warrants to purchase 570,718 shares of common stock were outstanding at March 31, 2024.

Options to purchase

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

These options and

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

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

346,758 common shares and warrants to purchase 624,306 shares of common stock were outstanding at March 31, 2023.

These options and warrants

were not included in the computation of diluted loss per share for the three months ended March 31, 2024 and 2023 because the effects

would have been anti-dilutive.

These options and warrants may dilute future earnings per share.

5 unchanged sentences

The Company had net losses

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

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

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

In June of 2023, the Company

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

discounts and commissions and offering expenses paid by the Company.

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

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

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

as well as for working capital and general corporate purposes.

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

that it has the ability to fund its operations and meet contractual obligations for at least twelve months from the date of this report.

In 2022, the Company

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

of $ 3 .0 million

(which includes $ 1.1 million of non-cash

expenses) and $ 3.8

million (which includes $ 0.9 million

of non-cash expenses) and net cash used in operating activities of $ 3 .0 million and $ 0.6 million for the three months ended March 31,

2024 and 2023, respectively.

At March 31, 2024, the Company had a cash balance of $ 5 .0

million and working capital of $ 17.8 million.

on the Company’s current operating plan and the available working capital that can be converted to cash, particularly the accounts

receivable balance of approximately $ 20.1 million

the Company believes that it has the ability to fund its operations and meet contractual obligations for at least twelve months from

the date of this report.

In 2022, the Company entered

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

Riley Principal Capital II, LLC (“B.

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

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

further information).

The Company issued 198,033

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

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

The Company’s

outstanding warrants generated $ 0.1

million and $ 0.3

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

There are remaining 418,395

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

The Company has total warrants outstanding to purchase 618,395

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

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

The proceeds from these offerings

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

under which the Company has the right, but not the obligation, to sell up to $30.0 million worth of shares, but in any event, no more

than 2.0 million shares of its common stock over a period of 24 months in its sole discretion (see note 11 for further information).

Company has issued 199,469 shares for $ 2.5 million since 2022 under this agreement.

There is $ 27.5 million worth of shares of common stock

remaining under this facility available to sell through Q4 2024.

The Company’s outstanding

warrants generated $ 0.3 million and $ 0.1 million of proceeds during each of the three months ended March 31, 2024 and 2023, respectively.

Warrants to purchase 370,718 shares of common stock which were issued in our 2019 public offering expired on April 18, 2024.

the warrants issued in our 2019 public offering which recently expired, the Company has a warrant outstanding to purchase up to 200,000

shares of our common stock at an exercise price equal to $ 17.00 per share that expires in March 2028 that could potentially generate an

additional $3.4 million of proceeds, conditioned upon the market price of our common stock and the warrant holder’s ability and

decision to exercise them.

In March 2023, the Company

entered into a supply chain line of credit agreement with OCI Group for up to $100 million to further support our working capital requirements.

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

Furthermore, we could pursue other equity or debt financings.

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

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

losses for a period of time.

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

additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised,

may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy.

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

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

The Company believes that

it will become profitable in the next few years as our revenues continue to grow, we improve our gross margins and we leverage our overhead

costs, but we expect to continue to incur losses for a period of time.

If necessary, the Company may raise additional capital to finance

its future operations through equity or debt financings.

There is no guarantee that profitable operations will be achieved, or that additional

capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be

sufficient to meet our obligations or enable us to continue to implement our long-term business strategy.

In addition, obtaining

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

BUSINESS COMBINATION

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

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

and improved our gross profitability and manufacturing capabilities.

The Company purchased substantially all of the assets and business

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

the net working capital held by All Cell at closing.

In addition, All Cell is eligible

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.

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 nine months ended September 30, 2023 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

Issue earnout shares for 2022

Change in estimated fair value

Balance as of September 30, 2023

Amiga DOO Kralievo

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

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

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

streetlights, cell towers, and ski lift towers.

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

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

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

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

Amiga DOO Kraljevo

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

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

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

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

and an additional 2.5 million euros ($ 2.7 million) was deferred on December 31, 2023, and paid on January 2, 2024.

With respect to the

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

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

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

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

The Earnout Consideration that Sellers are

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

EUR 13,500,000 for 2024.

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

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

Consideration for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty

trading days prior to the end of the applicable measurement period.

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

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

immediately prior to the closing.

We expect the acquisition

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

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

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

green economy.

equity portion of the purchase price, the Company issued to the Sellers 293,675 shares of our common stock upon closing and an additional

158,132 shares before December 31, 2023.

The Sellers are eligible to earn

additional shares of the Company’s common stock if Amiga meets certain revenue milestones for the years ended December 31, 2024

and 2025 (the “Earnout Consideration”).

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

the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than specific revenue targets for each of the years ended

December 31, 2024 and 2025.

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

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

the applicable measurement period.

In no event and under no circumstances will the Company issue to the Sellers an amount of the Company’s

common stock that exceeds 19.99% of the total outstanding common stock of the Company immediately prior to the closing.

An estimate of

the fair value of the contingent consideration has been recorded in the opening balance sheet.

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.

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

O n February 16, 2024, the Company and the Sellers entered into an amendment to the Purchase Agreement

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

the three months ended March 31, 2024, the Company recorded $ 0.1 million of income related to the fair value adjustment of the liability

for Earnout Consideration.

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

cell towers, and ski lift towers.

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.

On November 7, 2023, Amiga changed

its name to Beam Europe LLC.

Pro Forma Financial Information

The following pro forma financial

information summarizes the combined results of operations of Beam Global and Amiga as if the companies had been combined as of the beginning

of the three months ended March 31, 2023 (in thousands):

Schedule of pro forma financial information

The pro forma 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 three months ended March 31, 2023.

In addition, the unaudited pro forma financial information is

not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies

or cost savings associated with the acquisition.

The unaudited pro forma financial information includes adjustments to reflect the incremental

amortization expense of the identifiable intangible assets and transaction costs.

The statement of operations, in the table above,

for the three months ended March 31, 2023 includes revenues of $ 1.4 million and loss from operations of $ 0.5 million from the acquired

Amiga business.

Inventory consists of the following (in thousands):

Schedule of inventory

September 30,

Finished goods

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Raw materials

Total inventory

Total inventory, net

PROPERTY AND EQUIPMENT

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Schedule of property and equipment

September 30,

Office furniture and equipment

Computer equipment and software

Leasehold improvements

Land, buildings and leasehold improvements

Machinery and equipment

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Property and Equipment, net

Depreciation expense

during the three months ended March 31, 2024 and March 31, 2023 was $ 0.7

million and $ 0.1

million, respectively.

INTANGIBLE ASSETS

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Intangible assets

September 30, 2023

March 31, 2024

Gross Carrying Amount

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Intangible assets

Amortization expense

during the three months ended March 31, 2024 and March 31, 2023 was $ 0.2

million and $ 0.3

million, respectively.

ACCRUED EXPENSES

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Schedule of accrued expenses

September 30,

Accrued Expenses:

Accrued vacation

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Accrued warranty

Customer prepayments

Other accrued expense

Total accrued expenses

In May 2023, the Company purchased

two new trucks and financed the purchase through an auto loan.

The loan has a term of 60 months, requires monthly payments of approximately

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

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

of $ 38,000 .

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 six years and nine months remaining at March 31, 2024.

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

In May 2023, the Company

purchased two new trucks and financed the purchase through an auto loan.

The loan has a term of 60 months, requires monthly payments

of approximately $ 4

thousand, and bears interest at a rate of 7.55

percent per year.

Payment on the loan began in July 2023, and the loan has a short-term balance of $ 40

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

The loan has a term of 60

months, requires monthly payments of approximately $ 661 ,

and bears interest at a rate of 6.54

percent per year.

Payment on the loan began in February 2024, and the loan has a short-term balance of $ 6

COMMITMENTS AND CONTINGENCIES

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

As of September 30, 2023,

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

As of March 31, 2024, there

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

Other Commitments:

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There was no Federal income

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

Income tax expense represents

tax expense for the three months ended March 31, 2024 or 2023 due to the Company’s net losses.

Income tax expense represents the

minimum state taxes due.

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

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

a quarterly basis, the company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been

established to offset all deferred tax assets as of March 31, 2024 and no benefit has been provided for the quarter-to-date loss.

quarterly basis, the company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been

satisfied in determining whether there will be further adjustments to the valuation allowance.

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Riley up to $30.0 million, but

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

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

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

Sales and timing of

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

under the Purchase Agreement.

As consideration for B.

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

stock the Company issued B.

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

Company’s common stock, as calculated in accordance with the Purchase Agreement, over a period of 24 months subject to certain

limitations and conditions contained in the Purchase Agreement.

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

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

Riley under the Purchase Agreement.

As consideration

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

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

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the Company’s common stock under the Purchase Agreement.

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

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

Stock Issued For Services

During the nine months ended

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

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

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

Company has issued 199,469 shares under the Purchase Agreement for $ 2.5 million in proceeds, of which $ 0.5 million was offset by the offering

costs as of March 31, 2024.

Stock Options

Option activity for the nine months ended September

Option activity for the three months ended March

31, 2024 is as follows:

Schedule of option activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Outstanding at December 31, 2023

Outstanding at September 30, 2023

The fair value of each

option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and

we assumed there would not be dividends paid during the life of the options granted during the nine months ended

September 30, 2023 and 2022:

Schedule of options granted

Nine months ended

September 30, 2023

Outstanding at March 31, 2024

The fair value of each option

is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed

there would not be dividends paid during the life of the options granted during the three months ended March 31, 2024 and 2023:

Schedule of assumptions for options granted

Three months ended March 31,

Expected volatility

1 unchanged sentence

Expected term

6.5 - 7 Years

Risk-free interest rate

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Weighted-average FV

The Company’s

stock option compensation expense was $ 0.1

million and $ 0.4

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

million and $ 0.3

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

There was $ 1.0

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

recognized over 4.0

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

million and $ 0.2

million , respectively, as of September 30, 2023.

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

unvested as of September 30, 2023 were 278,182

respectively.

The Company’s stock

option compensation expense was $ 0.2 million for the three months ended March 31, 2024, and $ 0.1 million for the three months ended March

There was $ 1.6 million of total unrecognized compensation costs related to outstanding stock options at March 31, 2024 which

will be recognized over 3.0 years.

Total intrinsic value of options outstanding and options exercisable were $ 0.4 million and $ 0.2 million,

respectively, as of March 31, 2024.

The number of shares of common stock underlying stock options vested and unvested as of March 31,

2024 were 351,788 and 240,870 , respectively.

Restricted Stock Units

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Executive Officer (“CEO”).

50% of the RSUs vested upon grant, with 25% vesting on February 1 st of 2024 and 2025.

The number of shares that will be earned under the PSUs will be determined based on the achievement of specific performance metrics during

the three-years ending December 31, 2024.

For the RSUs, 50% vested upon the grant date, 25% vested

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

The number of shares that will be earned under the PSUs will be determined

based on the achievement of specific performance metrics during the three-years ending December 31, 2024.

There was no activity during

the nine months ended September 30, 2023.

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

grant-date fair values of $ 13.05 each.

the three months ended March 31, 2024.

142,500 PSUs and 71,250 RSUs remain outstanding as of March 31, 2024, with weighted-average grant-date

fair values of $ 13.05 each.

Stock compensation expense

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

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

related to the RSUs and PSUs was $ 0.3 million during the three months ended March 31, 2024, with $ 1.1 million in unrecognized stock compensation

expense remaining to be recognized over 1.0 years as of March 31, 2024.

Restricted Stock Awards

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A summary of activity of the restricted stock

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

awards for the three months ended March 31, 2024 is as follows:

Schedule of restricted stock awards

Average Grant-

Date Fair Value

Nonvested at December 31, 2023

Nonvested at September 30, 2023

Nonvested at March 31, 2024

Stock compensation expense

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

During the quarter ended September

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

As of September 30, 2023,

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

over 1.25 years.

During the nine months ended

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

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

The warrants are immediately exercisable

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

The fair value of such warrants was $8.05 per share

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

This model incorporated certain assumptions for inputs

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 nine

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

and will be recognized over the next 4.50 years.

related to restricted stock awards was $ 37 thousand and $ 0.1 million during each of the three months ended March 31, 2024 and 2023 respectively.

As of March 31, 2024, there

were unvested shares of common stock representing $ 18 thousand of unrecognized restricted stock grant expense which will be recognized

In 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 were immediately exercisable but are subject to repurchase

by the Company until the required service is provided.

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

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

This model incorporated certain assumptions for inputs including a risk-free market

interest rate of 3.86%, expected dividend yield of the underlying common stock of 0%, expected life of 2.5 years and expected volatility

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

The fair value of the warrants was recorded

to prepaid expenses and other current assets to be recognized over the service period.

During the three months ended March 31, 2024, $ 0.3

million was recorded as expense and $1.3 million of cost has not been recognized and will be recognized over the next 4.0 years.

A summary of activity of warrants outstanding

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

for the three months ended March 31, 2024 is as follows:

Schedule of warrants outstanding

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Outstanding at December 31, 2023

Outstanding at September 30, 2023

Exercisable at September 30, 2023

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Exercisable warrants as of

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

The intrinsic value of the exercisable shares of

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

March 31, 2024 have a weighted average remaining contractual life of 1.44 years.

The intrinsic value of the exercisable shares of the

warrants at March 31, 2024 was $ 0.2 million.

Warrants to purchase 370,718 shares of common stock at an exercise price equal to $ 6.30

which were issued in our 2019 public offering expired on April 18, 2024.

For each of the identified

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Three Months Ended

Nine Months Ended

September 30,

Product sales

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Total revenues

During the nine months ended

September 30, 2023 and 2022, 14 %

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

In addition, 10 %

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

At September 30, 2023 and

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

These amounts consisted mainly of customer deposits

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

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

and pertain to services to be provided through 2029.

During the three months ended

March 31, 2024 and 2023, 27 % and 60 % of revenues were derived from customers located in California, respectively.

In addition, 11 % and

10 % of revenues in the three months ended March 31, 2024 and 2023 were international sales, respectively.

At March 31, 2024 and December

31, 2023, deferred revenue was $ 1.5 million and $ 1.2 million, respectively.

These amounts consisted mainly of customer deposits in the

amount of $ 0.9 million and $ 0.7 million for March 31, 2024 and December 31, 2023, respectively and prepaid multi-year maintenance plans

for previously sold products which account for $ 0.6 million and $ 0.5 million for March 31, 2024 and December 31, 2023, respectively, and

pertain to services to be provided through 2031.

SUBSEQUENT EVENTS

Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements and has determined that no such reportable subsequent events exist through March 31, 2024.

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

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

What changed 10-Q

Item 1. Financial Statements