Beam Global 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below under “Management’s Report on Internal Control Over Financial Reporting”. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect 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 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Due to the short time period between the date of our acquisition of Telcom in August 2024 and our fiscal year end on December 31, 2024, we have excluded Telcom from the scope of our assessment and from management's report on internal control over financial reporting. Telcom is a small business and represents 0.9% of our 2024 revenues and 0.2% of our 2024 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, 2024, 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. 38 The following material weaknesses identified as of December 31, 2023 and continued to exist as of December 31, 2024. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Material Weaknesses · Ineffective design and implementation over Information Technology General Controls (“ITGCs”) · The Company 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 did not maintain 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. · 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 2025, 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. · The Company did not maintain sufficient controls related to Beam Europe · The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment Remediation Efforts To address the material weaknesses described above, we have undertaken an action plan to strengthen internal controls and procedures including: · Establishing policies and procedures in the information technology area to mitigate internal controls weaknesses; · The Company implemented NetSuite ERP system to automate operations and accounting for the San Diego and Chicago locations, we continue to implement additional configuration to utilize the internal controls features of the system fully; · Implemented a manual process for completing an allocation of labor and overhead to our products on a timely basis; · Implemented a reconciliation and approval process that was active throughout 2024; · Began to assign access to ensure the proper segregation of duties, despite being a small company where many employees have multiple responsibilities. We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. No Attestation Report by Independent Registered Accountant The effectiveness of our internal control over financial reporting as of December 31, 2024, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company. 39 Changes in Internal Controls Over Financial Reporting During the quarter ended December 31, 2024, the Company actively engaged in remediation efforts to address the previously identified material weaknesses in its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. During the quarter ended December 31, 2024, we improved our accounting processes and documentation, introduced new accounting procedures, and provided training to our accounting personnel. Except for the remediation efforts described above, there have been no significant changes in our internal control over financial reporting during the last period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. During the three months and the year ended December 31, 2024, 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. At Market Issuance Sales Agreement On April 11, 2025, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $8 million from time to time, at our option, through B. Riley as our sales agent, subject to certain terms and conditions. Upon our delivery and B. Riley’s acceptance of a placement notice, B. Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B. Riley and us. B. Riley may also sell the shares of common stock in negotiated transactions, subject to our prior approval. Any shares sold will be sold pursuant to our effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 2025. We will pay B. Riley a commission of up to 3.0% of the gross proceeds of the sale of any shares sold through B. Riley. To date, no shares have been sold under the Sales Agreement. We are not obligated to make any sales under the Sales Agreement and no assurance can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will take place. We have provided B. Riley with customary indemnification rights. The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10 to this Annual Report. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 40 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The following table sets forth information about our directors and executive officers as of December 31, 2024: Name Age Position Desmond Wheatley 58 President, Chief Executive Officer, and Chairman of the Board of Directors Lisa Potok 55 Chief Financial Officer Mark Myers 49 Chief Operating Officer Anthony Posawatz 64 Director Judy Krandel 59 Director George Syllantavos 60 Director Below is a summary of the business experience of each of our executive officers and directors: Desmond Wheatley has served as our president, chief operating officer, and secretary since September 2010. Mr. Wheatley was appointed chief executive officer and director in August 2011, and he became the chair of our board of directors in December 2016. He is an inventor of the EV ARC™, BeamTrak™, UAV ARC™ and EV Standard™. Mr. Wheatley has two decades of senior international management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining Beam Global, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC, a Dubai based alternative energy and technology systems integration company from 2007 to 2009. From 2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities, with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ: WFII now KTOS)), then the largest independent security and energy management systems integrator in the United States. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers. Mr. Wheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the United States. Mr. Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500 million in debt and equity. Lisa Potok has served as our chief financial officer since December 2023. Ms. Potok served as chief financial officer, treasurer, and secretary of Nice North America LLC from 2022 to 2023. Prior to that, Ms. Potok held positions as the vice president of global finance, investor relations and M&A for Newegg Inc. (NASDAQ: NEGG) during 2021, vice president of global finance at Club Demonstration Services, (NASDAQ: ADV) from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.’s Provide Commerce division (NASDAQ: FTD) from 2016 to 2019 . Ms. Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale College, and a Master of Business Administration from The Paul Merage School of Business at the University of California. Mark Myers has served as our Chief Operating Officer since January 2024. Prior to joining Beam Global, Mr. Myers was the Senior Director of Operations of Bilstein of America, a wholly owned subsidiary of thyssenkrupp (traded on Frankfurt Stock Exchange: TKA) from 2021 to 2024, leading manufacturing, supply chain, distribution, and quality for high-quality aftermarket shock absorbers and suspension systems. Prior to that, he was the Director of Manufacturing Operations for General Atomics Electromagnetic Systems from 2010 to 2021, a Management Consultant at McKinsey & Co. from 2007 to 2010 and served as a Nuclear Navy Officer for the United States Navy from 1998 - 2006. Mr. Myers holds a Master of Science in Executive Leadership from the University of San Diego, Master of Science in Engineering Management from Old Dominion University and a Bachelor of Science in Naval Architecture and Marine Engineering from the Webb Institute. 41 Anthony Posawatz has served as a director of the Company since February 2016. He currently serves on our lead director and is a member of Compensation, Nominating and Governance and Equity Oversight Committees. Mr. Posawatz has been an automotive industry professional for over 40 years and over 30 years in an executive capacity. He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus iCAR LLC. He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors (“GM”) for more than 30 years. As GM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept to production launch in 2010. He currently serves on the boards of Zapp EV (NASDAQ: ZAPP), Nanoramic Laboratories and Fermata Energy. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree. Judy Krandel has served as director of the Company since December 2023. She currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. Mrs. Krandel currently serves as the CFO of Nephros, Inc (NASDAQ: NEPH). since November 2023. Mrs. Krandel served as the Chief Financial Officer of Recruiter.com Group, Inc. (NASDAQ: RCRT) from June 2020 to September 2023. From November 2016 until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc. From March 2012 until November 2016, Mrs. Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund. Mrs. Krandel spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities. In the past, she had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ: PALT) and Cynergistek in the digital media and healthcare cybersecurity industries. She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting. George Syllantavos has served as director of the Company since December 2023. He currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. My Syllantavos has served as the Founder, Co-CEO and CFO of Stellar V Capital Inc. since September 2022. Mr. Syllantavos is a member of the Board of Directors, member and chairman of the Audit Committee, member of the Compensation Committee, and member of the Nominating Committee of Cepton Inc. (NASDAQ: CPTN) since February 2022, and Non-Executive Director of SevenSeas Investment Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013. Previously, Mr. Syllantavos was the Founder, co-CEO and CFO of Growth Capital Acquisition Corp. (NASDAQ: GCAC) from May 2020 to February 2022, has served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp. (NASDAQ: ITHX) February 2021 to July 2022 and has served as a board member of Phunware Inc. (NASDAQ: PHUN) from December 2018 to December 2021. Mr. Syllantavos holds a bachelor’s degree in industrial engineering from Roosevelt University in Chicago, IL and a Masters of Business Administration in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL. Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers. Director Experience, Qualifications, Attributes and Skills We believe that the backgrounds and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. All of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing other companies. Further, our directors also have other experiences that make them valuable members and provides insight into issues relevant to the Company. The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on our Board: 42 Mr. Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August 2011 and president since September 2010. Mr. Wheatley has held numerous executive positions in international organizations including five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002. Mr. Wheatley also provides the Board of Directors with significant corporate finance experience. Mr. Posawatz provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development of several electric vehicle products including GM’s Chevrolet Volt. Mrs. Krandel provides leadership and industry experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies. Mrs. Krandel’s experience in investment management provides the company with additional expertise in capital markets and investor relations. Mr. Syllantavos provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology. Mr. Syllantavos also brings on experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes his corporate governance experience pursuant to his service on the Board of a number of public companies. Director Independence Our Board of Directors currently consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards and the NASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, these directors are considered “independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the future. Board Leadership Structure and Role in Risk Oversight Our Board of Directors focuses on the most significant risks facing us and our general risk management strategy and also ensuring that risks undertaken by us are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our Board leadership structure supports this approach. Board Diversity The following matrix discloses, as of December 31, 2024, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule 5606. BOARD DIVERSITY MATRIX AS OF DECEMBER 31, 2024 Board size: Total Number of Directors 5 Female Male Gender: Directors 1 4 Demographic Background White 1 4 43 Board Committees Our Board of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Audit Committee . The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Judy Krandel is the Chairman of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of the Audit Committee. The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles. The charter of the Audit Committee is available on our website at www.beamforall.com. Compensation Committee . The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants for our executive officers. George Syllantavos is the Chairman of the Compensation Committee, and Anthony Posawatz and Judy Krandel and are the other directors who are members of the Compensation Committee. Each of the members is independent under NASDAQ’s independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning the compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website at www.beamforall.com. Nominating and Governance Committee . The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof. Anthony Posawatz is the Chairman of the Nominating and Governance Committee, and George Syllantavos and Judy Krandel are the other director members of the Committee. Each of the members is independent under NASDAQ’s independence standards. The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com. Equity Oversight Committee . The Equity Oversight Committee is responsible for matters related to the offering of securities of the Company. Anthony Posawatz, George Syllantavos, and Judy Krandel are members of the Equity Oversight Committee. Board Meetings and Director Communications In 2024, the Board of Directors held 3 meetings and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period for which such person has been a director and (ii) the total number of meetings held by all committees of the Board of Directors on which such person served during the periods that he or she served as a director. Although we have no formal policy regarding director attendance at annual meetings of stockholders, we encourage all directors to attend such meetings. Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary, addressed to the intended recipient and care of the Corporate Secretary. The Corporate Secretary will review all incoming stockholder communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to member(s) of the Board of Directors. For a more detailed description of stockholder communications, see “Communications with Our Board of Directors.” 44 Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our nominating and governance committee considers include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience; experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and governance committee to perform all Board of Directors’ responsibilities and responsibilities of those committees on which they serve. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The policy of our nominating and governance committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board. In evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth above. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the director nominees for selection. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.” Board Leadership Structure The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company. At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan. The board appointed Anthony Posawatz as its lead independent director on April 16, 2021. The independent directors meet as frequently as they desire, but at least once per year, in an executive session. 45 Board’s Role in Risk Oversight In addition to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks. The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management. Non-Employee Director Compensation The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2024, Mr. Wheatley, our current President and Chief Executive Officer, was an employee. Compensation for Mr. Wheatley is discussed in “Executive Compensation.” Name Fees Earned or Paid in Cash (1) Restricted Stock Awards Total Anthony Posawatz $ 103,201 $ 125,000 $ 228,201 Peter Davidson $ 51,168 $ 62,500 $ 113,668 Judy Krandel $ 81,927 $ 125,000 $ 206,927 George Syllantavos $ 84,102 $ 125,000 $ 209,102 (1) Represents the cash quarterly retainer and the meeting attendance fees earned by the non-employee directors. Non-Employee Director Compensation Policy Cash Compensation Each non-employee director received a quarterly cash retainer of $15,000 for serving on our Board of Directors. The retainer is payable in arrears, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director receives an additional amount based on the committee position held per quarter as follows: (i) $10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair. All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings. Equity Compensation In January of each year, each non-employee director are granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily closing price of our common stock for the preceding month and rounded up to the nearest 100. The restricted common stock vests quarterly in four (4) equal installments. Insider Trading Policy We have adopted an Insider Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant to the Insider Trading Policy), or by us. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as an Exhibit to this annual report on Form 10-K. In addition, it is our practice to comply with applicable laws and regulations relating to insider trading. 46 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe, except as set forth below, that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2024: · Form 3 reporting the initial securities ownership of Mark Myers for shares granted in January 2024. · Form 4 reporting stock award granted to Mark Myers in January 2024. ITEM 11. EXECUTIVE COMPENSATION. The following table sets forth all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended December 31, 2024 and 2023 to (i) each person who served as the Company’s chief executive officer during fiscal 2024, (ii) the two most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2024 and whose total compensation for such year exceeded $100,000, and (iii) up to two additional individuals for whom disclosures would have been provided in this table but for the fact that such persons were not serving as executive officers as of the end of 2024 (sometimes referred to collectively as the “Named Executive Officers”). Name and Principal Position Fiscal Year Salary ($) Deferred Compensation ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($)(1) Total ($) Desmond Wheatley 2024 384,616 – 400,000 – – – 264,317 (1) 1,048,932 President and Chief 2023 400,000 – 400,000 – – – – 800,000 Executive Officer Lisa Potok 2024 298,702 – 155,000 – – – – 453,702 Chief Financial Officer 2023 25,833 – 12,917 – 330,395 – – 369,145 Mark Myers 2024 231,369 – 90,000 – 223,500 544,869 Chief Operating Officer 2023 – – – – – – – – Sandra Peterson 2024 216,782 – – – 237,500 149,355 (2) 603,637 VP of Sales and Marketing 2023 195,000 – 39,000 – – – 219,644 (2) 453,644 Officers as a Group 2024 1,131,469 – 645,000 – 461,000 – 413,672 2,651,141 2023 620,833 – 451,917 – 330,395 – 219,644 1,622,789 (1) Mr. Wheatley’s all other compensation reflects RSA’s and RSU’s vested. (2) Ms. Peterson’s all other compensation reflects commission income. Ms. Peterson resigned from the company as of December 31, 2024. 47 Executive Employment Arrangements Desmond Wheatley. On February 9, 2021, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley, the Company’s president and Chief Executive Officer. The Employment Agreement amends and restates Mr. Wheatley’s prior employment agreement effective as of January 1, 2016, and as amended on July 24, 2018. The Employment Agreement is on substantially the same terms and conditions as Mr. Wheatley’s prior employment agreement and extends the term of the Employment Agreement to December 31, 2025. Pursuant to the Employment Agreement, on April 1, 2021, the Company granted Mr. Wheatley 2,806 shares of restricted common stock. Fifty percent of the shares of restricted common stock vest in three (3) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the restricted stock vest in eleven (11) equal amounts at the end of each calendar quarter following the grant date. In addition, on January 1, 2022, the Company granted Mr. Wheatley 7,436 shares of restricted common stock equal to $150,000 based on the closing price of the Company’s common stock on such date. Fifty percent of the shares of restricted stock vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the restricted stock vest in twelve (12) equal amounts at the end of each calendar quarter following the grant date. On November 10, 2022, the Board approved a stock grant under the Company’s 2021 Equity Incentive Plan, consisting of (i) a one-time grant of 142,500 restricted stock units (“RSUs”) and (ii) a target number of 142,500 performance restricted stock units (“PRSUs”) to further incentivize and align Mr. Wheatley’s interest with the Company. For the RSUs, 50% vested upon the grant date, 25% will vest on February 1, 2024 and 25% will vest on February 1, 2025. The PRSUs are tied to three year revenue and gross margin goals for the company and will vest upon determination of performance by the Compensation Committee during January or February 2025. On December 15, 2022, the Board approved an increase in Mr. Wheatley’s annual cash compensation from $300,000 to $400,000 and his target bonus was increased from 25% to 100% of his base pay effective January 1, 2022. Lisa Potok. Ms. Potok, the Company’s Chief Financial Officer, and the Company agreed to an offer letter dated November 10, 2023, whereby the Company agreed to pay Ms. Potok an annual salary of $310,000 per year. Ms. Potok is eligible for an annual bonus up to 50% of her base salary subject to performance metrics established by the Company. Upon Ms. Potok’s appointment as its Chief Financial Officer, the Company also granted Ms. Potok an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price equal to $5.50 which vests over a four-year period. Sandra Peterson. Ms. Peterson, the Company’s former VP of Sales and Marketing, and the Company agreed to an offer letter dated December 16, 2019 whereby the Company agreed to pay Ms. Peterson an annual salary of $195,000 per year. Ms. Peterson is eligible for an annual bonus up to 20% of her base salary subject to performance metrics established by the Company as well as commission compensation equal to one half percent of the total, or portion of the total sales price actually received by the Company of any sale of our products after achieving an annual target of $10,000,000 in revenue. Upon Ms. Peterson’s appointment, the Company also granted Ms. Peterson an option to purchase up to 49,104 shares of the Company’s common stock at an exercise price equal to $4.57 which vested over a four-year period. The Company additionally granted Ms. Peterson 50,000 shares of the Company’s common stock on Jan 2, 2024, at an exercise price equal to $6.31 which vests over a four-year period. Ms. Peterson resigned from the Company effective as of December 31, 2025. Mark Myers. Mr. Myers, the Company’s Chief Operating Officer, and the Company agreed to an offer letter dated December 19, 2023, whereby the Company agreed to pay Mr. Myers an annual salary of $250,000 per year. Mr. Myers was eligible for an annual bonus up to 50% of his base salary subject to performance metrics established by the Company. Upon Mr. Myers’s appointment as its Chief Operating Officer, the Company also granted Mr. Myers an option to purchase up to 50,000 shares of the Company’s common stock at an exercise price equal to $5.90 which vests over a four-year period. Severance and Change in Control Agreements Mr. Wheatley’s employment agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement. On February 9, 2021, the Board adopted a Change in Control Severance Benefit Plan. The Plan provides severance benefits to eligible participants upon selected terminations of service in connection with a change of control of the Company. The Plan provides that upon termination of service of a participant by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three (3) months prior to or twelve (12) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of certain other requirements, the participant may receive certain (i) cash severance payments; (ii) bonus severance payments; (iii) health insurance premium payments; or (iv) acceleration of vesting of outstanding options or other equity awards as provided in the Plan. The Company’s Chief Financial Officer, Lisa Potok, the Company’s VP of Sales and Marketing, and the Company’s Chief Operating Officer, Mark Myers, are participants under the Plan. 48 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2024. Option Awards Name and Principal Position Number of securities underlying unexercised options (#) exercisable (1) Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date Desmond Wheatley 87,000 – 7.50 10/17/2026 President and Chief Executive Officer – – – – Lisa Potok 20,319 54,681 (2) 5.50 12/4/2033 Chief Financial Officer Mark Myers 12,188 37,813 (3) 5.90 1/15/2034 Chief Operations Officer Sandra Peterson 49,104 – 4.57 12/31/2025 VP of Sales and Marketing 12,500 (4) 6.31 12/31/2025 (1) Stock options to purchase our common stock were granted pursuant to our 2021 Stock Incentive Plan except for Ms. Peterson’s grant of 49,104 options and Mr. Wheatley’s grant of 87,000 options, which was granted pursuant to our 2011 Equity Incentive Plan. (2) 1,563 of these stock options vest monthly and will be fully vested on November 30, 2027. (3) 1,042 of these stock options vest monthly and will be fully vested on December 31, 2027. (4) Ms. Peterson resigned from the company as of December 31, 2024 and her stock options expire on 12/31/2025. Equity Benefit and Stock Plans Stock Incentive Plan On August 10, 2011, in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided in the 2011 Plan for a total of 30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and other service providers. Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options. The 2011 Plan is administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors. The 2011 Plan was ratified by our shareholders in 2012 and expired in 2021. On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company’s common stock as of the preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee. We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Equity awards are discretionary, and our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 49 Incentive Plan Awards From January 1, 2024 through December 31, 2024, the Company granted a total of 358,700 stock options under the 2021 Plan, which were granted to 76 of its employees. The following table sets forth certain information regarding our 2011 and 2021 Plan as of December 31, 2024: Number of Securities to be issued upon exercise of outstanding stock options Weighted-average exercise price of outstanding stock options Number of securities remaining available for future issuance under equity compensation plans 663,004 $6.69 3,679,528 Limitation of Liability and Indemnification Matters Under Nevada General Corporation Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.” This provision does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised Statutes. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence. The effect of this provision in our articles of incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder’s derivative suits on behalf of Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (ii) above. This provision does not limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s or officer’s duty of care. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions will not alter the liability of the directors under federal securities laws. We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person’s services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person provides services at the request of Beam Global. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions, Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information regarding beneficial ownership of our common stock as of March 28, 2025 by: (1) each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock; (2) each of our named executive officers; (3) each of our directors; and (4) all of our executive officers and directors as a group. 50 We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on March 28, 2025. Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 28, 2025. Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 15,043,048 shares of our common stock outstanding as of March 28, 2025. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121. Name of Beneficial Owner Number of Shares Beneficially Owned Percent of Shares Outstanding Named Executive Officers, Directors and Director Nominees: Desmond Wheatley (1) 286,024 1.89% Lisa Potok (2) 28,125 * Sandra Peterson (3) 68,896 * Mark Myers (4) 17,709 * Anthony Posawatz (5) 130,530 * Peter Davidson (6) 63,190 * Judith Krandel (7) 61,442 * George Syllantavos (8) 61,206 * All current executive officers and directors as a group (8 persons) (9) 717,126 4.70% 5% Stockholders: Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. (1) Mr. Wheatley is our President, Chief Executive Officer and Chairman of our Board of Directors. His beneficial ownership consists of 87,000 shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025. (2) Ms. Potok is our Chief Financial Officer. Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025. (3) Ms. Peterson was our VP of Sales and Marketing. Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable by December 31, 2025. Ms. Peterson resigned from the company as of December 31, 2024. (4) Mr. Myers is our Chief Operating Officer. His beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025. (5) Mr. Posawatz serves as a member of our Board of Directors. His beneficial ownership consists of 130,534 shares that have been issued pursuant to RSAs. (6) Mr. Davidson serves as a member of our Board of Directors. His beneficial ownership consists of 63,190 shares that have been issued pursuant to RSAs. (7) Mrs. Krandel serves as a member of our Board of Directors. Her beneficial ownership consists of 61,442 shares that have been issued pursuant to RSAs. (8) Mr. Syllantavos serves as a member of our Board of Directors. His beneficial ownership consists of 61,206 shares that have been issued pursuant to RSAs. (9) Beneficial ownership consists of 132,834 shares of common stock subject to options exercisable within 60 days of March 28, 2025, in each case beneficially owned by our current executive officers and directors. 51 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2022, we have not been a party to any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in “Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”. Policies and Procedures for Related Party Transactions Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year. Prior to the creation of our audit committee, our full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest. It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The following table sets forth all fees accrued or paid for audit and tax fees for the years ended December 31, 2024, and 2023: Year Ended December 31, 2024 2023 Audit Fees (1) $ 798,765 $ 786,068 Audit Related Fees (2) – 255,200 Tax Fees – – All Other Fees – – $ 798,765 $ 1,041,268 (1) Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. (2) Audit Related Fees consist of professional services related to issuance of consent letters. Pre-approval Policy . Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2024 and 2023, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed and were approved by the audit committee in accordance with SEC requirements. In the year ended December 31, 2024, there were no other professional services provided by Marcum LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Marcum LLP. 52 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 1. Financial Statements The financial statements required by this item are submitted in a separate section beginning on page F-1 of this annual report. 2. Financial Statement Schedules None 3. Exhibits The following exhibits are included with this filing: Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Asset Purchase Agreement By and Between Beam Global and All Cell Technologies, LLC dated February 16, 2022 8-K 001-38868 10.1 2/23/2022 2.2 Share Sale and Purchase Agreement dated October 6, 2023 8-K 001-38868 10.1 10/6/2023 2.3 Amendment to Share Sale and Purchase Agreement dated February 16, 2024 8-K 000-53204 10.1 2/16/2024 2.4 Share Sale and Purchase Agreement dated August 30, 2024 8-K 001-398805 10.1 9/5/2024 3.1 Articles of Incorporation SB-2 333-147104 3.1 11/2/2007 3.2 Amendment to Articles of Incorporation dated December 23, 2016 S-1/A 333-226040 3.1.2 4/4/2019 3.3 Certificate of Change to Articles of Incorporation dated April 11, 2019 8-K 001-38868 3.1 4/18/2019 3.4 Certificate of Amendment to Articles of Incorporation dated September 14, 2020 8-K 001-38868 3.1 9/14/2020 3.5 Certificate of Amendment to Articles of Incorporation dated July 19, 2021 8-K 001-38868 3.1 7/20/2021 3.6 Certificate of Correction to the Amendment After Issuance of Stock, filed December 15, 2023 X 3.7 Bylaws of Registrant SB-2 333-147104 3.2 11/2/2007 53 3.8 Amendment to Bylaws 8-K 000-53204 10.2 7/16/2014 4.1 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. X 4.2 Form of Investor Warrant S-1 333-226040 4.2 4/11/2019 4.3 Warrant Agency Agreement by and between Envision Solar International, Inc. and Corporate Stock Transfer, Inc. 8-K 001-38868 4.2 4/18/2019 4.4 Form of Representative Warrant 8-K 001-38868 4.1 4/18/2019 4.5 Form of Warrant issued to bridge lender on August 27, 2018 8-K 001-38868 10.3 8/31/2018 4.6 Form of Warrant for Bridge Refinance Convertible Secured Promissory Note S-1 333-226040 4.6 3/25/2019 5.1 Opinion of Weintraub Tobin Chediak Coleman Grodin X 10.1* 2011 Stock Incentive Plan of Envision Solar International, Inc., dated as of August 10, 2011 10-Q 001-38868 4.1 8/15/2011 10.2* Form of Restricted Stock Agreement 10-Q 001-38868 10.3 11/14/2019 10.3* Form of Stock Option Agreement 10-Q 001-38868 10.4 11/14/2019 10.4* Change in Control Severance Benefit Plan 8-K 000-53204 10.2 2/12/2021 10.5 Lease Agreement – 5660 Eastgate Dr. 10-Q 000-53204 10.1 11/12/2020 10.6 2021 Beam Global Equity Incentive Plan 8-K 001-38868 10.1 6/14/2021 10.7 Common Stock Purchase Agreement 8-K 001-38868 10.1 9/2/2022 10.8 Registration Rights Agreement 8-K 001-38868 10.2 9/2/2022 10.9* Restricted Stock Unit Award Agreement 8-K 001-38868 10.1 11/17/2022 10.10* Performance Stock Unit Award Agreement 8-K 001-38868 10.2 11/17/2022 10.11 Binding Letter of Intent Agreement dated June 12, 2023 8-K 001-38868 10.1 6/16/2023 54 10.12* Offer Letter to Lisa Potok dated November 15, 2023 8-K 001-38868 10.1 12/8/2023 10.13* Offer Letter to Mark Myers dated December 19, 2023 X 10.14 Departure of VP of Sales Sandra Peterson Dated October 1, 2024 8-K 001-38868 10/7/2024 10.15 Amended and Restated Lease Agreement dated February 1, 2024 8-K 000-53204 10.1 3/28/2024 10.16* Consulting agreement with Kathy McDermott 10-Q 001-38868 10.3 11/14/2024 10.17 At Market Issuance Sales Agreement with B. Riley Securities, Inc. dated as of April 11, 2025 X 19.1 Beam Global Insider Trading Compliance Policy X 21.1 List of Subsidiaries of the Registrant X 23.1 Consent of Independent Registered Public Accounting Firm (Marcum LLP) X 23.2 Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1 ) X 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act X 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act X 55 97.1 Clawback Policy X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). X * Indicates a management contract or compensatory plan or arrangement ITEM 16. FORM 10-K SUMMARY Not applicable 56 Beam Global Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (Marcum LLP PCAOB ID 0 688 ) F-2 Balance Sheets at December 31, 2024 and 2023 F-4 Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 F-5 Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F-6 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-7 Notes to Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Beam Global Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Beam Global (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, 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 audits. We 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter 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. Goodwill and Intangible Assets Critical Audit Matter Description As reflected in the Company’s consolidated financial statements, as of December 31, 2024, the Company’s goodwill and intangible assets were $10.6 million and $8.0 million respectively. As disclosed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment. Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable Auditing management’s impairment test was complex and highly judgmental due to the significant measurement uncertainty in determining the fair values of the reporting units. Assumptions are affected by expected future market and economic conditions. F- 2 How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the management’s impairment analysis included the following, among others: · Assessing methodologies and testing the completeness and accuracy of the underlying data used by the Company. · We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. · We tested the assumptions used to estimate the fair values of the reporting unit. · Performed sensitivity analyses over the significant assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in the assumptions /s/ Marcum llp Marcum LLP We have served as the Company’s auditor since 2024 . New York, NY April 11, 2025 F- 3 Beam Global Consolidated Balance Sheets (In thousands, except share and per share data) December 31, December 31, 2024 2023 Assets Current assets Cash $ 4,572 $ 10,393 Accounts receivable, net of allowance for credit losses of $ 259 and $ 448 8,027 15,943 Prepaid expenses and other current assets 2,243 2,453 Inventory, net 12,284 11,933 Total current assets 27,126 40,722 Property and equipment, net 13,704 16,513 Operating lease right of use assets 1,893 1,026 Goodwill 10,580 10,270 Intangible assets, net 8,037 9,050 Deposits 119 62 Total assets $ 61,459 $ 77,643 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 8,959 $ 9,732 Accrued expenses 2,462 2,737 Sales tax payable 195 209 Deferred revenue, current 847 828 Note payable, current 63 40 Deferred consideration – 2,713 Contingent consideration, current 93 – Operating lease liabilities, current 696 615 Total current liabilities 13,315 16,874 Deferred revenue, noncurrent 800 402 Note payable, noncurrent 199 160 Contingent consideration, noncurrent 216 4,725 Other liabilities, noncurrent 3,380 3,787 Deferred tax liabilities 1,290 1,698 Operating lease liabilities, noncurrent 971 455 Total liabilities 20,171 28,101 Commitments and contingencies (Note 10) – – Stockholders' equity Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of December 31, 2024 and December 31, 2023. – – Common stock, $ 0.001 par value, 350,000,000 shares authorized, 14,835,630 and 14,398,243 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively. 15 14 Additional paid-in-capital 147,072 142,265 Accumulated deficit ( 104,643 ) ( 93,361 ) Accumulated Other Comprehensive Income (AOCI) ( 1,156 ) 624 Total stockholders' equity 41,288 49,542 Total liabilities and stockholders' equity $ 61,459 $ 77,643 The accompanying notes are an integral part of these Financial Statements F- 4 Beam Global Consolidated Statements of Operations and Comprehensive Loss (In thousands, except per share data) Year Ended December 31, 2024 2023 Revenues $ 49,336 $ 67,353 Cost of revenues 42,040 66,149 Gross profit 7,296 1,204 Operating expenses 18,953 17,465 Loss from operations ( 11,657 ) ( 16,261 ) Other income (expense) Interest income 205 261 Other income (expense) 110 ( 36 ) Interest expense ( 34 ) ( 12 ) Other income 281 213 Loss before income tax expense ( 11,376 ) ( 16,048 ) Income tax (benefit) expense ( 94 ) 12 Net Loss ( 11,282 ) ( 16,060 ) Net foreign currency translation adjustments ( 1,781 ) 624 Total Comprehensive Loss $ ( 13,063 ) $ ( 15,436 ) Net Income (loss) per share - basic/diluted $ ( 0.77 ) $ ( 1.30 ) Weighted average shares outstanding - basic/diluted 14,621 12,345 The accompanying notes are an integral part of these Financial Statements F- 5 Beam Global Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended December 31, 2024 and 2023 (In thousands) Common Stock Additional Paid-in- Accumulated Accumulated Other Comprehensive Total Stockholders' Stock Amount Capital Deficit Income Equity Balance at January 1, 2023 10,178 $ 10 $ 100,498 $ ( 77,301 ) $ – $ 23,207 Stock issued for director services - vested 31 0 382 – – 382 Stock issued to (released from) escrow account - unvested ( 17 ) – – – – – Stock-based compensation to consultants 6 – 1,704 – – 1,704 Settlement of earnout related to acquisition 447 1 7,050 – – 7,051 Employee stock-based compensation expense – – 1,950 – – 1,950 Proceeds from issuance of common stock, pursuant to public offering 3,063 3 25,421 – – 25,424 Warrants exercised for cash 29 – 185 – – 185 Accumulated Other Comprehensive Income (AOCI) – – – – 624 624 Stock issued for acquisition and expenses 452 – 2,968 – – 2,968 Sale of stock under Committed Equity Facility 209 – 2,107 – – 2,107 Net loss – – – ( 16,060 ) – ( 16,060 ) Balance at December 31, 2023 14,398 $ 14 $ 142,265 $ ( 93,361 ) $ 624 $ 49,542 Stock issued for director services - vested 72 – 462 – – 463 Stock issued to (released from) escrow account - unvested 82 – – – – – Stock-based compensation to consultants 62 – 278 – – 278 Employee stock-based compensation expense – – 2,538 – – 2,538 Proceeds from issuance of common stock, pursuant to public offering – 1 – – – 1 Warrants exercised for cash 128 – 810 – – 810 Stock option exercise and restricted stock unit vestings (cashless) 12 – ( 164 ) – – ( 164 ) Impact of foreign currency translation – – – – ( 1,780 ) ( 1,781 ) Stock issued for acquisition and expenses 83 – 387 – – 387 Sale of stock under Committed Equity Facility 82 – 496 – – 496 Net loss – – – ( 11,282 ) – ( 11,282 ) Balance at December 31, 2024 14,919 $ 15 $ 147,072 $ ( 104,643 ) $ ( 1,156 ) $ 41,288 The accompanying notes are an integral part of these Financial Statements F- 6 Beam Global Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2024 2023 Operating Activities: Net loss $ ( 11,282 ) $ ( 16,060 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,683 1,862 Provision on credit losses ( 189 ) ( 548 ) Change in fair value of contingent consideration liabilities ( 4,416 ) 259 Employee stock-based compensation 3,601 2,675 Disposal of property and equipment 130 – Amortization of operating lease right of use asset 817 612 Abandoned patent costs 65 – Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 8,182 ( 9,452 ) Prepaid expenses and other current assets ( 142 ) 918 Inventory ( 201 ) 2,584 Deposits ( 57 ) Increase (decrease) in: Accounts payable ( 889 ) 4,829 Accrued expenses ( 242 ) 1,023 Operating lease liability ( 1,098 ) ( 628 ) Sales tax payable ( 13 ) 175 Deferred revenue 445 ( 1,230 ) Other long term liabilities ( 587 ) – Deferred tax liabilities – ( 326 ) Net cash used in operating activities ( 2,193 ) ( 13,307 ) Investing Activities: Acquisitions, net of cash acquired ( 513 ) ( 4,651 ) Purchase of property and equipment ( 828 ) ( 937 ) Payment of Deferred Consideration ( 2,713 ) – Funding of patent costs – ( 120 ) Net cash used in investing activities ( 4,054 ) ( 5,708 ) Financing Activities: Proceeds from sale of common stock under committed equity facility, net of offering costs 496 2,107 Taxes paid related to net share settlement of equity awards ( 164 ) – Proceeds from warrant exercises 809 185 Borrowings of note payable 61 – Payments of equity offering costs – – Proceeds from issuance of common stock, pursuant to public offering 1 25,425 Net cash provided by financing activities 1,203 27,717 Effect of exchange rate changes ( 777 ) 10 Net (decrease) increase in cash ( 5,821 ) 8,712 Cash at beginning of period 10,393 1,681 Cash at end of period $ 4,572 $ 10,393 Supplemental Disclosure of Cash Flow Information: Cash paid for interest 34 $ 12 Cash paid for taxes $ ( 94 ) $ 12 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Fair value of common stock issued as consideration for business combination $ 387 $ 7,051 Purchase of property and equipment by incurring current liabilities $ 828 $ – Right-of-use assets obtained in exchange for lease liabilities $ 1,697 $ – Warrants issued for services to non-employee $ – $ 1,609 Shares issued for services to non-employee $ – $ 95 The accompanying notes are an integral part of these Financial Statements F- 7 BEAM GLOBAL NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 1. CORPORATE ORGANIZATION, NATURE OF OPERATIONS CORPORATE ORGANIZATION Beam Global was incorporated in June 2006 as a limited liability company (“LLC”). Through a series of transactions and mergers, including a series of 2010 transactions where the then existing entity was acquired by an inactive publicly held company in a transaction treated as a recapitalization of the Company, the resulting entity became a Nevada Corporation. On September 15, 2020, the Company announced its rebranding and changed its corporate name to Beam Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading on Nasdaq: BEEM. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies 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. On August 30, 2024, Beam acquired Telcom d.o.o. Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment. Refer to note 4, Business Combinations for additional details. NATURE OF OPERATIONS Beam is a clean-technology innovation company headquartered in San Diego, California with factories in the U.S. in San Diego, California and Broadview, Illinois and in Europe in Belgrade and Kraljevo, Serbia. We develop, design, engineer, manufacture and sell high-quality, renewably energized Infrastructure products for electric vehicle (“EV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and unique form-factors. Additionally, we manufacture steel structures with electronic integration such as street lighting, cell towers and energy infrastructure products as well as power electronics including invertors, charge controllers, power supplies and LED lighting. 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 safe, compact and bespoke form-factors, which are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without being connected to the electrical grid. Beam’s products and proprietary technology solutions target the following markets: · electric vehicle (EV) charging infrastructure; · energy storage solutions; · energy security and disaster preparedness; · mobile and stationary equipment; · transportation infrastructure products; and · power electronics and telecommunications equipment F- 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include our accounts. All intercompany accounts and transactions have been eliminated. Certain amounts in prior periods have been reclassified to conform to the current period presentation. The effects of the reclassification were not material to the consolidated financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for 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. CONCENTRATIONS Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through December 31, 2024. As of December 31, 2024, approximately $ 3.1 million of the Company’s cash deposits were greater than the federally insured limits. Major Customers The Company continually assesses the financial strength of its customers. We are not aware of any material credit risks associated with our customers. For the year ended December 31, 2024, one customer accounted for 15 % of total revenues and for the year ended December 31, 2023, three customers accounted for 37 %, 16 % and 10 % of total revenues, each with no other single customer accounting for more than 10% of revenues. At December 31, 2024, accounts receivable from one customer accounted for 27 % of total accounts receivable and 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 years ended December 31, 2024 and 2023, the Company had a heavy concentration of sales to federal, state and local governments which represented 62 % and 82 % of revenues, respectively. F- 9 Foreign Operations The following summarizes key financial metrics associated with the Company’s continuing operations: Schedule of concentration risk December 31, 2024 2023 Assets - Serbia $ 25,020 $ 23,716 Assets - U.S. 36,439 53,927 Total Assets $ 61,459 $ 77,643 Liabilities - Serbia $ 8,297 $ 8,177 Liabilities - U.S. 11,874 19,924 Total Liabilities $ 20,171 $ 28,101 December 31, 2024 2023 Sales - Serbia $ 11,843 $ 3,396 Sales - U.S. 37,493 63,957 Total Revenues $ 49,336 $ 67,353 Net Loss - Serbia $ ( 732 ) $ ( 366 ) Net Loss - U.S. ( 10,550 ) ( 15,694 ) Total Net Loss $ ( 11,282 ) $ ( 16,060 ) CASH For the purposes of the statements of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2024 or December 31, 2023. FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of Amiga and Telcom is the Serbian Dinar. The Company translates the assets and liabilities at the exchange rates in effect on the balance sheet date. The Company translates the revenue, costs, and expenses at the average rate of exchange rates in effect during the period. The 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 in other income. The translation loss for the year ending December 31, 2024 was $ 1.8 million loss and $ 0.6 million gain for the year ending December 31, 2023, resulting from transactions between the Company, Amiga and Telcom, 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. dollar. F- 10 FAIR VALUE MEASUREMENTS 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 fair value. 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 liability. 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 year. For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of December 31, 2024. The Company had Level 3 liabilities as of December 31, 2024. There were no transfers between levels during the reporting period. Schedule of contingent consideration Level 1 Level 2 Level 3 Contingent Consideration as of December 31, 2022 $ – $ – $ – Additions – – 7,438 Change in fair value – – 2,713 ) Contingent Consideration as of December 31, 2023 $ – $ – $ 4,725 Additions – – 259 Change in fair value – – ( 4,675 ) Contingent Consideration as of December 31, 2024 $ – $ – $ 309 F- 11 ACCOUNTS RECEIVABLE In 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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 collateral. 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. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The allowance for expected credit losses was $ 0.3 million at December 31, 2024 and $ 0.4 million at December 31, 2023. Schedule of accounts receivable (Dollars in Thousands) December 31, 2024 December 31, 2023 Allowance for credit losses: Beginning of period $ 448 $ – Net provision for credit losses ( 72 ) 448 (Charge-offs)/recoveries, net ( 117 ) – End of Period $ 259 $ 448 INVENTORY Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years, except for leasehold improvements for which the depreciation is recorded over the shorter of the lease term or the estimated useful life. 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, 2024. F- 12 Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Asset Category Useful Life Office and furniture and equipment 5-7 years Computer equipment and software 5 years Land, buildings and leasehold improvements Lesser of lease term or useful life Autos 5 years LEASES At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. BUSINESS COMBINATION The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. 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. Identifiable 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 is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. 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. The costs of these intangible assets are classified as a long-term asset and amortized on a straight-line basis over the legal life of such asset, which is typically 20 years. In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent was denied or abandoned. F- 13 GOODWILL Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. There were no such triggering events during the year ended December 31, 2024 and the annual testing was performed in the fourth quarter with no impairment identified. REVENUE RECOGNITION Revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. 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 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. F- 14 Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values 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 to 45-day period. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded as revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. The Company generally provides a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple-year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. Effective Q3 2024, the Company increased their warranties offered, in new customer orders, to five-year warranties. The Company accrues for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2024, the Company recorded a $ 6 thousand product warranty accrual in Accrued Expenses with an offset to Cost of Revenues, of which $ 13 thousand in repairs were completed during the year. For the year ended December 31, 2023, the Company recorded a $ 0.1 million product warranty accrual, of which $ 0.1 million in repairs were completed during the year. Disaggregation of Revenue from Contracts with Customers The following table disaggregates gross revenue from our clients by significant geographic area for the year ended December 31, 2024 and 2023: Schedule of disaggregation of revenue Year Ended December 31, 2024 2023 United States $ 37,493 $ 63,957 Serbia 6,951 291 Romania 1,970 436 Cyprus 1,008 – Montenegro 646 775 Croatia 697 1,006 Other 571 888 Total revenue $ 49,336 $ 67,353 F- 15 COST OF REVENUES The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are capitalized into inventory prior to a sale, and once sold are recorded as costs of revenues. The Company further includes shipping and handling costs as cost of revenues. RESEARCH AND DEVELOPMENT Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $ 1.8 million and $ 2.3 million for the years ending December 31, 2024 and 2023, respectively. ADVERTISING The Company conducts advertising for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $ 0.2 million for the year ending December 31, 2024 and $ 0.3 million for the year ending December 31, 2023. STOCK-BASED COMPENSATION Compensation expense related 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 fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred, as a reversal of share-based compensation expense related to awards that will not vest. The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting tied to specific company goals, such as gross margin and revenue targets (PSUs). The Company has calculated the results for fiscal year 2024 and determined that the “maximum” performance measure for cumulative revenue and the “threshold” performance measure for gross margin were achieved as of December 31, 2024. INCOME TAXES The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. 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. F- 16 NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share 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 the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The following shares were not included in the computation of diluted loss per share for the years ended December 31, 2024 and 2023 because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. Schedule of anti-dilutive December 31, 2024 2023 Stock Options 663,004 481,858 Warrants 200,000 610,745 Restricted Stock Units 178,125 213,750 Total Shares 1,041,129 1,306,353 COMMITMENTS AND CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. 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. 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. RISKS AND UNCERTAINTIES The continuing impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients and as a result, the Company, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact, among other things, the U.S. and global economy, international alliances and trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty regarding economic activity, the Company is unable to predict the size and duration of the impact of its revenue and its results of operations, if any, of actions taken to date and those that may occur in the future. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business. There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations. F- 17 SEGMENTS 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. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted pronouncement s In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 requiring enhanced segment disclosures. ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) included within segment operating profit or loss. Additionally, ASU 12 2023-07 requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. The requirements of ASU 2023-07 are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company's annual reporting requirements were effective for the year ending 2024 and interim reporting requirements will be effective beginning with the first quarter of fiscal 2025 and should be applied on a retrospective basis to all periods presented. We adopted this ASU retrospectively on December 31, 2024. See Note 15. Segment Reporting . 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. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid. The 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 the consolidated financial statements. 3. LIQUIDITY The Company has a history of net losses, including the accompanying financial statements for the years ended December 31, 2024 and 2023 where the Company had net losses of $ 11.3 million (which includes $ 1.1 million of non-cash expenses) and $ 16.1 million (which includes $ 4.3 million of non-cash expenses), respectively, and net cash used in operating activities of $ 2.2 million and $ 13.3 million, respectively. During 2024, the $2.2 million of operating cash usage included a $ 8.2 million decrease in accounts receivable offset by $ 4.4 million decrease in change in fair value of contingent consideration liabilities, $ 0.9 million decrease in accounts payable and $ 0.6 million decrease in other long term liabilities compared to 2023. At December 31, 2024, the Company had a cash balance of $ 4.6 million and working capital of $ 13.8 million. Based on the Company’s current operating plan and the available working capital that can be converted to cash (specifically the accounts receivable balance of approximately $8.0 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. F- 18 Furthermore, the Company may pursue other equity or debt financings. In addition, the Company’s exercised warrants have generated $ 0.8 million and $ 0.2 million of proceeds during the years ended December 31, 2024 and 2023, respectively. The Company strives to become profitable in the next few years as our revenues grow, we improve our gross profit and we leverage our overhead costs, we expect to continue to incur losses for a period of time. If necessary, the Company may raise additional capital to finance its future operations through equity or debt financings. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders. 4. BUSINESS COMBINATIONS Amiga DOO Kraljevo On 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”). Pursuant 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 stock. 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 paid on January 2, 2024. With respect to the equity portion of the purchase price, the Company issued to the Sellers an aggregate of 451,807 shares of our common stock. 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. 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. As of December 31, 2024, the Company recorded a fair value adjustment of $4.7 million adjustment to reduce the liability for Earnout Consideration. 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. The acquisition of Amiga is assisting in introducing our products to Europe, increasing and diversifying our revenues, enhancing our manufacturing and engineering capabilities, accelerating the development of BeamSpot™ and other products both in Europe and the U.S., adding new customer segments in both Europe and the U.S., and we believe, 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. 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 Amiga, 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, 2023 and the year ended December 31, 2024 is as follows (in thousands): Schedule of change in the fair value of the earnout consideration Balance as of December 31, 2022 $ 4,488 Change in fair value of the Earnout Consideration 238 Balance as of December 31, 2023 $ 4,725 Change in fair value of the Earnout Consideration ( 4,675 ) Balance as of December 31, 2024 $ 50 F- 19 The following table summarizes the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed at the acquisition date. The estimated fair value for working capital is generally equivalent to the net book value of the acquired assets and liabilities on the acquisition date. Fair value assigned to property, plant and equipment is based on real estate appraisals, market value comparisons, or acquired net book value of recently acquired assets. The valuation of the contingent consideration is based on a two-factor Monte Carlo simulation using the Company’s forecasted results for the operations for the two years subject to revenue earn-out targets. The Company 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 thousands): Schedule of consideration comprised Cash $ 4,874 Common Stock 1,847 Deferred Cash Consideration - Tranche 2 2,713 Deferred Equity Consideration - Tranche 2 1,121 Earnout Consideration 4,725 Total consideration $ 15,280 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 $ 222 Accounts receivable 1,454 Inventory 2,181 Prepaid expenses 414 Property, plant and equipment 14,282 Goodwill 5,445 Total assets acquired $ 23,998 Liabilities Assumed Accounts payable $ 1,948 Accrued expenses 219 Deferred revenue 971 Deferred tax liabilities 1,631 Other liabilities 3,949 Total liabilities assumed $ 8,718 Net assets acquired $ 15,280 Telcom On August 30, 2024, the Company acquired Telcom d.o.o Beograd (“Telcom”), pursuant to a Share Sale and Purchase Agreement dated as of August 30, 2024 (the “Agreement”) with the owners (the “Sellers”) of Telcom. Telcom is a business located in Serbia and engaged in the manufacturing of telecommunications equipment. Beam acquired all of the equity stock of Telcom from the Sellers in exchange for cash and Beam common stock. The total purchase price was subject to adjustment based on the amount of cash held by Telcom at closing. Based on Telcom’s cash balance at closing equal to approximately EUR 220,298 , Beam paid to the Sellers a purchase price equal to EUR 815,298 which was paid to the Sellers as follows: (i) EUR 430,000 cash and (ii) issued 82,506 shares of Beam common stock. At closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000 . F- 20 In addition to the above payments, the Sellers are eligible to earn up to EUR 250,000 (the “Earnout Cap”) in additional shares of Beam common stock if Telcom meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”). The Telcom Earnout Consideration that Sellers are eligible to receive for 2024 will be equal to the amount the net revenue of Telcom (“Telcom Net Revenue”) exceeds EUR 850,000 for 2024 up to the Earnout Cap. Provided that Sellers Earnout Consideration was less than the Earnout Cap, the Sellers will be eligible for additional Telcom Earnout Consideration in 2025 if (i) 2025 Telcom Net Revenue exceeds 2024 Telcom Net Revenue, and (ii) 2025 Telcom Net Revenue exceeds EUR 850,000. The Telcom Earnout Consideration for 2025 will be calculated based on the amount the 2025 Net Revenue exceeds the 2024 Net Revenue subject to the Earnout Cap. In no event, will the Sellers Earnout Consideration for 2024 and 2025, in the aggregate, exceed the Earnout Cap. The Earnout Consideration for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days prior to the end of the applicable calendar year. In no event and under no circumstances will the Sellers receive from Beam or will Beam issue to the Sellers in connection with the transaction Beam’s common stock in an amount that exceeds 19.99% of the outstanding common stock of Beam immediately prior to closing. 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 Telcom, discount rates, and the milestone settlement value. As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement. The fair value of the 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 twelve months ended December 31, 2024 is as follows (in thousands): Schedule of change in the fair value of earnout consideration: Schedule of change in the fair value of the earnout consideration Balance as of December 31, 2023 $ – Acquisition of Telcom 276 Balance as of December 31, 2024 $ 276 The following table summarizes the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed at the acquisition date. The estimated fair value for working capital is generally equivalent to the net book value of the acquired assets and liabilities on the acquisition date. Fair value assigned to property, plant and equipment is based on real estate appraisals, market value comparisons, or acquired net book value of recently acquired assets. The valuation of the contingent consideration is based on a discounted cash flow analysis using the Company’s forecasted results for the operations for the two years subject to revenue earn-out targets. Consideration is comprised of the following (in thousands): Schedule of consideration is comprised Cash $ 481 Common Stock 387 Earnout Consideration 276 Total consideration $ 1,144 F- 21 The following table shows the allocation of consideration to assets and liabilities at fair value (in thousands): Schedule of assets acquired and liabilities assumed Assets Acquired Cash and cash equivalents $ 244 Accounts receivable 224 Inventory 296 Prepaid expenses 2 Property, plant and equipment 30 Goodwill 692 Total assets acquired $ 1,488 Liabilities Assumed Accounts payable $ 266 Accrued expenses 10 Other liabilities 68 Total liabilities assumed $ 344 Net assets acquired $ 1,144 The Company believed it to be probable the maximum amount of Earnout Consideration would be earned and therefore accrued the full amount in the opening balance sheet. The estimated fair values were assigned to identifiable assets acquired and liabilities. 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. 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. 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 was determined to be zero during the year ended December 31, 2023 as follows (in thousands): Balance as of December 31, 2022 $ 6,791 Issue earnout shares for 2022 ( 7,051 ) Change in estimated fair value 260 Balance as of December 31, 2023 $ – F- 22 Pro Forma Unaudited Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Telcom as if it had occurred on January 1, 2024 and Amiga had it occurred on January 1, 2023. This pro 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 results. 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, 2024 and 2023 are $ 49.9 million and $ 71.5 million, respectively. Proforma net loss for the years ended December 31, 2024 and 2023 are $ 11.4 million and $ 16.5 million, respectively. The consolidated statement of operations includes revenue of $ 13.7 million and net loss of $ 5.3 million related to acquired operations for the year ended December 31, 2024 and revenue of $ 11.9 million and net loss of $ 5.8 million related to the acquired operations for the year ended December 31, 2023. 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of other current assets December 31, December 31, 2024 2023 Vendor prepayments $ 1,884 $ 2,253 Deferred equity offering costs – 11 Prepaid insurance 135 42 Related party receivable – 116 Other 224 31 Total prepaid expenses and other current $ 2,243 $ 2,453 Related party receivables as of December 31, 2023 consisted primarily of payroll related taxes due for stock-based compensation. 6. INVENTORY Inventories are stated at the lower of cost and net realizable value. Costs are determined using the first in-first out (FIFO) method. As of December 31, 2024 and 2023, inventory consists of the following (in thousands): Schedule of inventory December 31, December 31, 2024 2023 Finished goods $ 4,929 $ 1,953 Work in process $ 1,147 2,006 Raw materials $ 6,208 7,974 Total inventory $ 12,284 $ 11,933 F- 23 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment December 31, December 31, 2024 2023 Office furniture and equipment $ 227 $ 227 Computer equipment and software 283 248 Land, buildings and leasehold improvements 7,528 7,935 Autos 769 616 Machinery and equipment 9,207 9,200 Total property and equipment 18,014 18,226 Less accumulated depreciation ( 4,310 ) ( 1,713 ) Property and Equipment, net $ 13,704 $ 16,513 Depreciation expense for the years ended December 31, 2024 and 2023 was $ 2.6 million and $ 0.9 million, respectively. For both years ending December 31, 2024 and December 31, 2023, depreciation expense recognized in Operating expenses was $ 0.3 million in both years and $ 2.4 million and $ 0.5 million in Cost of Good Sold respectively. In 2024 and 2023, $ 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. 8. GOODWILL AND INTANGIBLE ASSETS Intangible assets, net as of December 31, 2024 and 2023 consists of the following (in thousands) : Schedule of intangible assets December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ ( 1,346 ) $ 6,728 11 Trade name 1,756 ( 322 ) 1,434 10 Customer relationships 444 ( 110 ) 334 13 Backlog 185 ( 185 ) – 1 Patents 611 ( 57 ) 554 20 Intangible assets $ 11,070 $ ( 2,020 ) $ 9,050 F- 24 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted- average Amortization Period (yrs) Developed technology $ 8,074 $ ( 2,080 ) $ 5,994 11 Trade name 1,756 ( 498 ) 1,258 10 Customer relationships 444 ( 158 ) 286 13 Backlog 185 ( 185 ) – 1 Patents 576 ( 77 ) 499 20 Intangible assets $ 11,035 $ ( 2,998 ) $ 8,037 Amortization expense for each of the years ended December 31, 2024 and 2023 was $ 1 .0 million. Amortization expense for intangible assets held as of December 31, 2024 will be $ 1 .0 million for each of the years 2025 – 2028. For both years ending December 31, 2024 and December 31, 2023, amortization expense recognized in Operating expenses was $ 0.2 million and $ 0.3 million respectively and $ 0.7 million and $ 0.8 million in Cost of Good Sold respectively. The Company’s acquisitions identified Goodwill and intangible assets. Goodwill represents the purchase price in excess of fair values assigned to the underlying identifiable net assets of the acquired business. Goodwill as of December 31, 2024 and 2023 consists of the following (in thousands): Schedule of goodwill Goodwill Balance as of December 31, 2022 $ 4,600 Acquisition of Amiga 5,445 Currency impact 225 Balance as of December 31, 2023 $ 10,270 Acquisition of Telcom 692 Currency impact ( 382 ) Balance as of December 31, 2024 $ 10,580 F- 25 9. ACCRUED EXPENSES AND LONG-TERM LIABILITIES The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands): Schedule of accrued expenses December 31, December 31, 2024 2023 Accrued Expenses: Accrued vacation $ 271 $ 246 Accrued salaries and bonus 1,498 1,086 Vendor accruals 75 50 Accrued warranty 6 27 Customer prepayments – – Other accrued expense 612 1,328 Total accrued expenses $ 2,462 $ 2,737 Other Long-Term Liabilities: Long-term deferred tax liability $ 1,290 $ 1,698 Acquired long-term liability 3,380 3,787 Total long-term liabilities $ 4,670 $ 5,485 Acquired long-term liability of $ 3.4 million consists of a restructuring debt settlement from the acquisition of Amiga. Approximately $ 0.5 million is current and included in other accrued expenses and the rest is categorized in long-term liability. The debt restructuring was entered into in 2021 for a nine year term with six years remaining at December 31, 2024. Payments are due quarterly as a percentage of the remaining balance due. $ 31 thousand consists of non-current liabilities related to the acquisition of Telcom. Approximately $ 32 thousand is current and included in other accrued expenses and the rest is categorized in long-term liability. 10. COMMITMENTS AND CONTINGENCIES Legal Matters: The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time. As of December 31, 2024, after consulting with legal counsel, management believes there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. F- 26 Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. 11. LEASES On September 1, 2020, the Company entered into a five-year operating lease for their headquarters building in San Diego, California, with two one-year options to extend the term of the lease. At this time, it is not reasonably certain that the Company will extend the term of the lease and, therefore, the renewal periods have been excluded from the right-of-use (“ROU”) asset. As part of the All Cell acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million in right-of-use asset and lease liability. 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 %. The Company remained in the facility on a month-to-month lease and then entered into a five-year lease extension effective February 1, 2024 and recorded $ 1.4 million in right-of-use asset and lease liability. As part of the acquisitions in Serbia, the Company assumed a lease for a small office and a few minimal leases in Belgrade, Serbia, which have an indefinite term and may be terminated at any time with 30 day’s notice. Because of the short term and small value, these leases were not capitalized. During the twelve months ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities were $ 1.1 million and $ 0.8 million, respectively. Operating lease costs for the twelve months ended December 31, 2024 and 2023 were $ 1 .0 million and $ 0.8 million, respectively. The table below summarizes the Company's lease-related assets and liabilities as of December 31, 2024 and 2023 (in thousands): Schedule of lease assets and liabilities Year Ended December 31, 2024 2023 Lease assets $ 1,893 $ 1,026 Lease liabilities Current operating lease liabilities, included in current liabilities $ 696 $ 615 Noncurrent operating lease liabilities, included in long-term liabilities 971 455 Total Lease liabilities $ 1,667 $ 1,070 F- 27 Supplemental cash flow information related to the lease is as follows: Year Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,098 $ 628 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,697 $ – Weighted Average Remaining Lease Term: Operating leases 3.22 3.77 Weighted Average Discount Rate: Operating leases 10 % 10 % 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 is as follows (in thousands): Schedule of minimum lease payments 2025 820 2026 364 2027 377 2028 390 Total undiscounted future minimum payments 1,951 Less imputed interest ( 284 ) Total lease liability $ 1,667 F- 28 12. STOCKHOLDERS’ EQUITY Stock Issued for Acquisitions The Company issued 1,055,000 shares of its common stock upon acquiring certain assets of All Cell during the year ended December 31, 2022. 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. The Company issued 82,506 shares of its commons stock upon acquiring Telcom during the year ended December 31, 2024. See further discussion in note 4. Business Combination. Committed Equity Facility In 2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B. Riley Principal Capital II, LLC under which the Company issued 281,157 shares for approximately $ 3 .0 million. As consideration for B. 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. The facility was terminated on October 1, 2024. The Company issued 281,157 shares under the Purchase Agreement for $ 3 .0 million in proceeds, of which $ 0.5 million was offset by the offering costs as of December 31, 2024. Awards Under Stock Incentive Plans On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are allowed to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously allowed under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee. As of December 31, 2024, 2.9 million shares remain available to grant under the 2021 Plan. Stock Options Stock options are granted to new and existing employees. New employee option grants generally have a term of ten years and vest ratably over four years. Existing 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 Company uses the simplified method to estimate the expected term. The expected term of stock options granted to employees is equal to the contractual term of the option award. 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. F- 29 We used the assumptions in the table below and we assumed there would not be dividends granted for the options granted in fiscal 2024 and 2023: Schedule of assumptions for options granted Year ended December 31, 2024 2023 Expected volatility 89.04 % - 92.70 % 90.25 % - 94.51 % Expected term 5 - 7 Years 5 - 7 Year s Risk-free interest rate 3.63 % - 4.48 % 3.55 % - 4.47 % Weighted-average FV $ 4.02 $ 5.93 Option activity for the years ended December 31, 2024 and 2023 is as follows: Schedule of option activity Weighted Weighted Aggregate Average Average Intrinsic Number of Exercise Remaining Value Options Price Contractual Life (in thousands) Outstanding at December 31, 2022 336,758 $ 12.54 Granted 169,800 7.54 Forfeited ( 24,700 ) 19.70 Outstanding at December 31, 2023 481,858 $ 10.41 7.25 Years $ 350 Exercisable at December 31, 2023 151,310 $ 5.55 7.18 Years $ 233 Granted 358,700 5.13 Forfeited 177,554 9.92 Outstanding at December 31, 2024 663,004 $ 6.69 7.75 Years $ – Exercisable at December 31, 2024 384,755 $ 8.63 6.65 Years $ – The Company’s stock option compensation expense was $ 0.8 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively, and there was $ 1.4 million of total unrecognized compensation costs related to outstanding stock options at December 31, 2024 which will be recognized over 3.8 years. There were no options exercised in the year ended December 31, 2024, and the total intrinsic value of options exercised was immaterial for the year ended December 31, 2023. Number of stock options vested and unvested as of December 31, 2024 were 384,755 and 278,249 , respectively. During the years ended December 31, 2024 and 2023, the weighted average fair value of options granted was $ 4.02 and $ 5.93 per share, respectively. Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations. Restricted Stock Units In November 2022, the Company granted 285,000 restricted stock units (RSUs) to its Chief Executive Officer (CEO), half of which contain performance conditions (PSUs). 50% of the RSUs without performance conditions vested upon grant, and 25% vested on February 1 st of 2024 and 25% vested on February 1 st of 2025. The number 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. The fair value of both the RSUs and PSUs were based on the stock price of $13.05 per share on the date of grant. The PSUs were 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. As of December 31, 2024, the PSUs achieved the “maximum” three-year cumulative revenue payout at 150% and the “threshold” three-year average gross margin resulting in 75% resulting in an additional 44,531 PSUs granted for a total of 187,031 shares granted. F- 30 A summary of activity of the RSUs for the year ended December 31, 2024 is as follows: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Unvested at beginning of 2024 71 $ 13.05 Granted – – Vested (36 ) $ 7.25 Forfeited – – Unvested at end of 2024 36 $ 13.05 A summary of activity of the PSUs for the year ended December 31, 2024 is as follows: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Unvested at beginning of 2024 143 $ 13.05 Granted 45 $ 13.05 Vested (187 ) $ 7.25 Forfeited – – Unvested at end of 2024 – – Stock compensation expense related to restricted stock units was $ 1.8 million during the year ended December 31, 2024, with $ 0.2 million in unrecognized stock compensation expense remaining to be recognized over 2 months as of December 31, 2024. There were 35,625 restricted stock units that vested during the year ended December 31, 2024. Restricted Stock Awards The Company issues restricted stock to the members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. 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, 2024 and 2023 is as follows: Schedule of restricted stock awards Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2022 $ 17,865 $ 14.11 Granted 19,795 10.98 Vested ( 31,022 ) 12.29 Forfeited ( 5,400 ) 11.68 Nonvested at December 31, 2023 $ 1,238 $ 20.17 Granted 80,645 6.20 Vested ( 71,803 ) 6.44 Forfeited ( 10,080 ) 6.20 Nonvested at December 31, 2024 $ – $ – Stock compensation expense related to restricted stock awards was $ 0.5 million for the year ended December 31, 2024 and $ 0.4 million for the year ended December 31, 2023, respectively. Fair values of restricted stock vested during each of the years ended December 31, 2024 and 2023 were $ 0.4 million. As of December 31, 2024, there were no unreleased shares of common stock. F- 31 Warrants During the year ended December 31, 2024, the Company had exercisable 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%. The fair 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, 2024, $ 0.3 million was recorded as expense and at December 31, 2024, $1.0 million of cost has not been recognized and will be recognized over the next 3.25 years. A summary of activity of warrants outstanding for the years ended December 31, 2024 and 2023 is as follows: Schedule of warrant outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 440,204 $ 6.30 Granted 200,000 17.00 Exercised ( 29,459 ) 6.30 Outstanding at December 31, 2023 610,745 $ 9.80 Granted – – Expired ( 282,334 ) 6.40 Exercised ( 128,411 ) 6.30 Outstanding at December 31, 2024 200,000 17.00 Exercisable at December 31, 2024 200,000 $ 17.00 Exercisable warrants as of December 31, 2024 have a weighted average remaining contractual life of 3.25 years and will expire in March 2028. The intrinsic value of the exercisable shares of the warrants at December 31, 2024 was $ 0.00 . During the year ended December 31, 2024, 128,411 warrants to purchase shares of the Company’s registered common stock were exercised generating $ 0.8 million, and in the year ended December 31, 2023, 29,459 warrants to purchase shares of the Company’s registered common stock were exercised generating $ 0.2 million. 13. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of revenues Twelve Months Ended December 31, 2024 2023 Product sales $ 46,057 $ 65,152 Maintenance fees 129 83 Professional services 1,127 146 Shipping and handling 2,266 2,308 Discounts and allowances ( 243 ) ( 337 ) Total revenues $ 49,336 $ 67,353 F- 32 During the year ended December 31, 2024 and 2023, 62 % and 80 % of revenues were derived from federal, state and local governments, respectively. In addition, 25 % of revenues in the year ended December 31, 2024 were international sales compared to 15 % in the prior year. At December 31, 2024 and 2023, deferred revenue was $ 1.6 million and $ 1.2 million, respectively. These amounts consisted mainly of customer deposits in the amount of $ 0.6 million and $ 0.7 million for December 31, 2024 and 2023, respectively and prepaid multi-year maintenance plans for previously sold products which account for $ 1.1 million and $ 0.5 million for December 31, 2024 and 2023, respectively, and pertain to services to be provided through 2035. Revenue recognized during the year ended December 31, 2024 and 2023 which pertained to revenue deferred in prior years was $ 1 .0 million and $ 0.4 million respectively. The balance of contract assets is driven the by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied. The following table provides the activity for the contract liabilities recognized (in thousands): Schedule of contract liabilities For the Year Ended December 31, 2024 2023 Beginning Balance $ 1,230 $ 1,449 Additions 662 459 Recognized in revenue ( 245 ) ( 679 ) Ending Balance $ 1,647 $ 1,230 14. INCOME TAXES There was no Federal income tax expense for the years ended December 31, 2024 and 2023 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. F- 33 The provision for income taxes consists of the following: Schedule of provision for income taxes 2024 2023 Current: Federal – – State 13,922 14,240 Foreign 199,522 – Subtotal 213,444 14,240 Deferred: Federal – – State – – Foreign ( 307,101 ) – Subtotal ( 307,101 ) – Cushion Net provision (benefit) ( 93,657 ) 14,240 The pretax loss by country is shown below (in thousands): Schedule of pretax loss Year Ended December 31, 2024 2023 United States $ ( 10,537 ) $ ( 15,682 ) International $ ( 839 ) $ ( 366 ) The blended Federal and State tax rate of 27.31 % applies to loss before taxes. 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): Schedule of income tax reconciliation Year Ended December 31, 2024 2023 Computed “expected” tax expense (benefit) $ ( 2,389 ) $ ( 3,370 ) State taxes, net of federal benefit ( 761 ) ( 933 ) Change in FV of Contingent Consideration ( 982 ) – Non-deductible stock options 336 14 Non-deductible items 11 48 Foreign tax rate differential 69 22 True-up to tax return 210 70 Change in deferred tax asset valuation allowance 3,412 4,161 Total $ ( 94 ) $ 12 F- 34 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows (in thousands): Schedule of deferred tax assets and liabilities Year Ended December 31, 2024 2023 Deferred tax assets: Stock options $ 1,081 $ 1,115 Deferred Revenue 151 147 Capitalized R&D 828 286 Patents/Intangible Assets 1,424 1,598 Lease Liability 456 297 Other 310 287 Net operating loss carryforward 22,167 19,035 Total gross deferred tax assets 26,417 22,765 Less: Deferred tax asset valuation allowance ( 25,913 ) ( 22,500 ) Total net deferred tax assets 504 265 Deferred tax liabilities: ROU Asset ( 442 ) ( 283 ) Depreciation ( 1,352 ) ( 1,680 ) Total deferred tax liabilities ( 1,794 ) ( 1,963 ) Total net deferred taxes $ ( 1,290 ) $ ( 1,698 ) As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. The valuation allowance at December 31, 2024 was $25.9 million. The increase in the valuation allowance during 2024 was $ 3.4 million which was all recorded through deferred taxes. At December 31, 2024, the Company has a Federal net operating loss carry forward of $ 79 .0 million, of which $ 25.1 million is available to offset future net income through 2037, a State net operating loss carry forward of $ 84.7 million. The net operating loss (“NOL”) expires during the years 2027 to 2037 and $ 53.9 million may be carried forward indefinitely and limited to offsetting 80% of taxable income. The utilization of the net operating loss carryforwards is dependent upon the ability of the Company to generate sufficient taxable income during the carryforward period. In the event that a significant change in ownership of the Company occurs as a result of the Company’s issuance of common stock, the utilization of the NOL carry forward will be subject to limitation under certain provisions of the Internal Revenue Code. Management does not presently believe that such a change has occurred. No liability related to uncertain tax positions is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2024. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company will file U.S. Federal, California, Illinois, Michigan, New York, Tennessee, Texas and Wisconsin State tax returns, and a New York City tax return. 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. No additional provision has been made for U.S. income taxes related to undistributed foreign earnings of the Company’s wholly owned Serbian subsidiary or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries. As such, earnings are expected to be permanently reinvested, the investments are permanent in duration, or the Company has estimated that no additional tax liability will arise as a result of the distribution of such earnings. A liability could arise if amounts are distributed by the subsidiary or if the subsidiary is ultimately disposed of. It is not practical to estimate the additional income taxes, if any, related to permanently reinvested earnings. There are no unremitted earnings as of December 31, 2024. 15. SEGMENT REPORTING The Company has a single reportable segment focused around providing clean-technology innovation focused on providing high-quality, renewably energized products. The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability. The CODM is not regularly provided with specific segment expenses, but focuses on revenue, gross profit, and net income. Expense information, including cost of sales, can be easily computed from the provided information. These segment (and consolidated) measures of profitability are shown in the statements of operations. The measure of segment assets are reported on the balance sheets as total assets. F- 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Beam Global Dated: April 11 , 2025 By: /s/ Desmond Wheatley Desmond Wheatley, Chief Executive Officer President and Chairman Power of Attorney 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: Name Title Date Principal Executive Officer: /s/ Desmond Wheatley Chief Executive Officer, President and Chairman April 11 , 2025 Desmond Wheatley Principal Financial Officer and Principal Accounting Officer: /s/ Lisa A. Potok Chief Financial Officer April 11 , 2025 Lisa A. Potok Directors: /s/ Anthony Posawatz Director April 11 , 2025 Anthony Posawatz /s/ Judy Krandel Director April 11 , 2025 Judy Krandel /s/ George Syllantavos Director April 11 , 2025 George Syllantavos /s/ Desmond Wheatley Director April 11 , 2025 Desmond Wheatley