What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 417 added, 385 removed, 91 unchanged (90% of the section changed)

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Global, a Nevada corporation, and its subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking

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“potential” or “may,” and variations of such words or other words that convey uncertainty of future events or

outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of

the Securities Exchange Act of 1934, as amended.

outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These forward-looking statements

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insufficient revenues to cover operating costs, resulting in persistent losses;

rapid and significant changes to costs of raw materials from government tariffs or other market factors;

failure to realize the anticipated benefits of any acquisition or difficulties in integrating any acquisition with the Company and its operations;

rapid and significant changes to costs of raw

materials from government tariffs or other market factors;

significant currency fluctuation or foreign regulations

that could impact our business;

the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time;

the factors set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

New factors emerge from time

to time, and it is not possible for us to predict which factors will arise.

In addition, we cannot assess the impact of each factor on

our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained

in any forward-looking statements.

Because factors referred to elsewhere in this report on Form 10-Q and in our Annual Report on Form

10-K for the year ended December 31, 2023 (sometimes referred to as the “2023 Form 10-K”) that we previously filed with the

Securities and Exchange Commission, including without limitation the “Risk Factors” section in the 2023 Form 10-K, could cause

actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place

undue reliance on any forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made,

and except as may be required by applicable law, we undertake no obligation to release publicly the results of any revisions to these

forward-looking statements or to reflect events or circumstances arising after the date of this report on Form 10-Q.

Beam Global develops, manufactures,

and sells high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy storage, energy

security, smart city infrastructure and disaster preparedness.

The Company has multiple product

lines that incorporate our proprietary technology.

Our off-grid EV charging and energy security products produce a unique alternative

to grid-tied charging, having a built-in renewable energy source in the form of attached solar panels and/or light wind generator to produce

power and battery storage to store the power.

Versions of our charging infrastructure products are modified to support EVs, eMotorcycles,

eBikes, desalination and auxiliary power.

Our Smart Cities products combine structural elements with built in electronics, renewable energy

generation and IoT capabilities.

These products are scalable and attractively designed and include:

EV ARC™ Electric Vehicle Autonomous Renewable Charger – a patented, rapidly deployed, infrastructure product that uses integrated solar power and battery storage to provide a mounting asset and a source of power for factory installed electric vehicle charging stations of any brand.

The electronics are elevated to the underside of the sun-tracking solar array making the unit flood-proof up to nine and a half feet and allowing adequate space to park a vehicle on the engineered ballast and traction pad which gives the product stability and a certified wind rating of 160 miles per hour.

Solar Tree® DCFC – Patented off-grid, renewably energized and rapidly deployed, single-column mounted smart generation and energy storage system with the capability to provide a 150kW DC fast charge to one or more electric vehicles or larger vehicles.

EV ARC™ DCFC – DC Fast Charging system for charging EVs comprised of four interconnected EV ARC™ systems and a 24kW DC fast charger.

BeamSpot™ – patent issued on December 31, 2019 and currently.in the process of initial installation.

A streetlight, EV charging and emergency power product which uses an existing streetlight’s foundation and a combination of solar, wind, grid connection and onboard energy storage to provide curbside charging and emergency power.

BeamBike™ - rapidly deployed, construction free, solar-powered charging system based on the patented EV ARC™ platform which generates and stores its own clean electricity, accessed through twelve integrated, weatherized 120 V outlets supporting any eBike charger.

Supports 12 eBikes and is available with or without bundled eBike packages.

BeamPatrol™ - Rapidly deployed and easily transported, the BeamPatrol™ station allows law enforcement and safety personnel to charge and quickly access nimble, quiet and responsive motorcycles without the need for any additional infrastructure or fuel.

This innovative solution is ideal for law enforcement, customs and border patrol, the military, park services, air and seaport operations and any situation where the ability to rapidly gain access to an environment, without alerting targets of the operation, is required.

BeamPatrol™ and the motorcycles it supports generate low to no maintenance or fuel costs and provide a highly reliable mobility solution while assisting in the carbon reduction efforts of the agencies that use the product.

Available with, or without bundled eMotorcyles.

BeamWell™ - based on the patented EV ARC™ system, is a self-sufficient, self-contained operational system for use in war zones and remote or disaster areas where only salt, brackish or dirty water is available because a reliable clean water supply is not available or has been interrupted.

The BeamWell™ system provides three essential services to regions in crisis:

it turns seawater into fresh water, which is then stored in an integrated 3000-liter tank that is replenished daily;

it provides a source of electricity which can be used for medical or communications devices as well as cooking and lighting;

and it charges four integrated and bundled Benzina Zero electric mopeds for the rapid distribution of food, water, medications or other vital resources, to those in need.

Smart Cities Infrastructure products – Street lighting, street furniture, communications infrastructure products, energy infrastructure products, with electronics integration including renewable energy sources, battery storage, sensors and IoT integration.

UAV ARC™ - patent issued on November 24, 2020 and currently under development.

An off-grid, renewably energized and rapidly deployed product and network used to charge aerial drone (UAV) fleets.

We believe that there is a

clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement.

grid-tied installations which require general and electrical contractors, engineers, consultants, digging trenches, permitting, pouring

concrete, wiring, and ongoing utility bills, the EV ARC™ system can be deployed in minutes, not months, and is powered by renewable

energy so there is no utility bill.

We are agnostic as to the EV charging service equipment or provider and integrate the best of breed

solutions based upon our customers’ requirements.

For example, our EV ARC™ and Solar Tree® products have been deployed

with Chargepoint, Blink, Enel X, Electrify America and other high quality EV charging solutions.

We can make recommendations to customers,

or we can comply with their specifications and/or existing charger networks.

Our products replace the infrastructure required to support

EV chargers, not the chargers themselves.

We do not sell EV charging, rather we sell products which enable it.

the factors set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We caution you that the foregoing list may not

contain all of the forward-looking statements made in this Form 10-Q.

You should not rely upon forward-looking

statements as predictions of future events.

We have based the forward-looking statements contained in this Form 10-Q primarily on our

current expectations and projections about future events and trends that we believe may affect our business, financial condition, results

of operations and prospects.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties

and other factors described in the section titled "Risk Factors" and elsewhere in this Form 10-Q.

Moreover, we operate in a

very competitive and rapidly changing environment.

New risks and uncertainties emerge from time to time, and it is not possible for us

to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q.

assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual

results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements

made in this Form 10-Q relate only to events as of the date on which the statements are made.

We undertake no obligation to update any

forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events,

except as required by law.

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, infrastructure for Smart Cities (the interconnected physical

and digital elements within a city that utilize technology to enhance efficiency, sustainability, and quality of life for residents),

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 energy storage products

provide high energy density in safe, compact and bespoke form-factors, which we believe are ideal for the rapidly growing mobile and

stationary equipment product market which often requires electrical energy without being connected to the electrical grid.

Our EV charging infrastructure

products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either

too expensive, disruptive, or impossible to connect to a utility grid, or where the requirements for electrical power are so important

that grid failures, like blackouts, are intolerable.

We do not compete with EV charging companies;

rather, we assist these companies by

offering infrastructure solutions that replace the time-consuming and expensive process of construction and electrical work which are

usually required to install traditional grid-tied EV chargers.

We also do not compete with utility companies.

Our products enable utilities

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

through our integrated emergency power panels.

Our charging products are

rapidly deployed without the need for construction or electrical work.

We compete with the highly fragmented and disintegrated ecosystem

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

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

Our clean-technology products are designed to replace

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

We provide energy storage

technologies that we believe make commodity battery cells safer, longer lasting and more energy efficient.

Our battery management systems,

and associated packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.

Our street lighting and other

street furniture products are mass produced and sold in 18 nations globally.

We are increasingly adding power electronics, energy storage,

computing, sensing and reporting to our street furniture products as we evolve them to provided greater levels of Smart Cities services.

Beam’s renewably energized

infrastructure products and proprietary technology solutions target markets that are experiencing significant growth with annual global

spending in billions of dollars.

EV charging infrastructure;

Smart Cities infrastructure;

energy storage solutions;

energy security and disaster preparedness;

transportation infrastructure products;

Power electronics and telecommunications equipment

The Company focuses on creating

high-quality products that are powered primarily by renewable energy, rapidly deployable, have diverse use cases and are attractively

We believe that there is a clear need for rapidly deployable and highly scalable EV charging and infrastructure for Smart Cities,

and that our EV ARC™, BeamBike™, BeamPatrol™, BeamSkoot™, BeamSpot™ and other street furniture products

fulfill that requirement.

We are agnostic to the EV charging service equipment as we do not sell EV charging, rather we sell products

which enable it.

Our EV charging infrastructure products replace the traditional infrastructure required to support EV chargers, not the

chargers themselves.

We have over thirty years

of experience deploying street-lighting, transportation, energy and telecommunications infrastructure products as a result of our 2023

acquisition of Amiga in Serbia.

We have relationships with existing customers to whom we are now able to sell our renewably energized

EV charging infrastructure products as well as our Smart Cities products.

During the second half

of 2024 we significantly expanded our product portfolio with the addition of rapidly deployed and highly scalable charging

infrastructure products for electric bicycles, electric scooters, and electric motorcycles.

We also introduced de-salination as a

capability to enhance the lifesaving aspects of our disaster preparedness products.

BeamWell™ self-sufficient water treatment system converts seawater into vital freshwater.

It is equipped with four eMopeds for

efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need drinking water,

electricity and mobility most.

Our ability to make

commodity battery cells safer, longer lived and more energy efficient in bespoke enclosures is, we believe, a significant

differentiator as we move to an increasingly electrified and untethered world.

All of our renewably energized products generate

their own electricity and are stored in our integrated batteries.

Our ability to develop energy-dense, highly safe batteries in

unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robotic and

medical devices, submersibles, refrigerated transport units, and a wide range of other applications.

We are also able to enhance our

patented products which provide electric vehicle charging, energy security disaster preparedness through the creation of bespoke

energy-dense and safe battery products which are unique to our in-house portfolio.

We believe our chief differentiators

for our electric vehicle charging and energy security infrastructure products are:

our patented, renewable energy products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional, utility grid tied alternatives;

Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure when compared to traditional, utility grid tied alternatives;

Our proprietary and patented energy storage solutions;

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Our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions;

our ability to continuously create new and patentable marketable inventions by integrating our proprietary technology and parts, and other commonly available engineered components, which create a further barrier to entry for our competition;

our international operations in two of the three largest automotive markets in the world today.

Beam AllCell™ designs,

manufactures and sells custom, high-quality, bespoke lithium-ion energy storage solutions.

Our world-class battery engineering team rigorously

creates unique battery formats and shapes to the highest standards, delivering highly flexible solutions that maximize power in compact

Our patented PCC™ phase change material, manufactured in-house, provides passive thermal management solution and critical

safety features against thermal runaway.

Our proprietary Smart BMS, designed by the Company, further differentiates our products, ensuring

superior customer satisfaction.

Our battery is ideal for applications requiring high energy density, high power, and safe, space

efficient enclosures.

Our batteries power drones, submersibles, medical devices, recreational products and micro-mobility solutions.

Company is integrating these advanced batteries and technologies into our new product designs under development.

On October 20, 2023, Beam

acquired Amiga DOO Kraljevo (“Amiga” or “Beam Europe”), a business located

in Serbia and engaged in the manufacture and distribution of steel structures with electronic integration, including (i) infrastructure

products for public lighting;

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

(iii) infrastructure

products for tram, trolleybus, and railways;

(iv) infrastructure products for contact networks, masts, portals and semi-portals for road

and railway signaling;

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

distribution and command electrical cabinets.

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

suited to manufacture and sell Beam’s current and future products in the European market.

As a large European manufacturer of streetlights,

Amiga is well positioned to assist in the development of the EV-Standard ™ for both the European and US markets.

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

Telcom engineers and manufacturers specialized power electronics includer invertors, charge controllers, power supplies and

LED lighting.

Telcom has electrical engineering, product development and manufacturing capabilities which Beam believes are ideally suited

to improve the Company’s current and future products for the global market.

Telcom has a well-respected and highly talented team

of electrical engineers, focused on power electronics and the integration of renewables and energy storage.

Our ability to add electrical capacity to provide for the significant increase demand brought by electrified transportation, data centers, AI and the electrification of industry, without having to go through expensive, time-consuming and risky utility grid expansion (adding power stations, transmission lines and distribution infrastructure like substations);

Our ability to create new and patentable products which are marketable and consist of a complex integration of our proprietary technology and parts with other commonly available engineered components, which create a further barrier to entry for our competition;

Our ability to create products which provide valuable solutions to nascent industries with very large market opportunities globally;

Our geographic footprint in North America and Europe, and existing customer base and contracts.

Overall Business Outlook

Our revenues for the first

nine months of 2024 were $40.9 million, a 14% decrease from $47.3 million for the first nine months in 2023.

We believe that the decrease

in revenue is a result of order timing, uncertainty in the U.S.

government’s zero emission vehicle strategy related to the presidential

election and evolving certification requirements for energy storage systems requiring updates to our EV ARC™ products which we believe

will be completed in the first quarter of 2025.

Our revenues for the

first three months of 2025 were $6.3 million, a 57% decrease from $14.6 million for the first three months in 2024.

We believe that

the decrease in revenue is a result of uncertainty in the U.S.

government’s zero emission vehicle strategy

related to the presidential election.

These matters have particularly impacted our larger federal customers and we do not believe

that they signify any fundamental reduction in demand for our products.

Our pipeline of prospective customer orders has increased during

the same period, although we cannot be sure of when, or if, those prospective orders will turn into actual sales.

As we have continued

investment in our sales resources, in September of 2024, we hired a new Vice President of Sales in the U.S.

and a new Director of Channel

Partnerships in Europe to drive growth in commercial and government sectors.

The Company believes there continues to be a high level of

support for funding EV charging infrastructure from both commercial and government entities, including a number of federal grants available

under the Inflation Reduction Act.

In addition, certain of our commercial customers may benefit from the Federal Solar Investment Tax

Credit and accelerated depreciation as allowed under Section 179 of the IRS code which, we believe, provides a competitive advantage for

our products over traditionally installed EV charging infrastructure which is not eligible for these incentives.

Given these available

incentives, we have invested in a federal lobbyist, a federal business development resource and a government relations employee, who have

helped to identify opportunities and increase awareness of our product and outreach with federal agencies.

In addition, the General Services

Administration (GSA) awarded Beam Global a federal blanket purchase agreement in April 2022 which provides federal agencies a streamlined

procurement process for procuring EV ARC™ systems.

In the nine months ended September 30, 2024, we recorded revenues of $28.4 million

for federal customers, compared to $39.9 million for the same period in 2023.

We expect to see uneven orders from quarter to quarter,

especially with our federal customers, but over time we expect our revenues to grow.

Our commercial, non-government, revenues increased

as a percentage of our revenues from 11% to 31% from the first nine months of 2023 to the first nine months of 2024.

Our geographic expansion

into Europe and our additional business development activities in the Middle East and Africa are, we believe, also providing opportunities

for growth which are not dependent on, or impacted by, shifts in US government and zero emission vehicle strategies.

The new products

we have brought to market offer values which are also not dependent upon US federal government investment.

Our pipeline of prospective customer orders has increased

during the same period, although we cannot be sure of when, or if, those prospective orders will turn into actual sales.

continued investment in our sales resources, in September 2024 we hired a new Vice President of Sales in the U.S.

and a new Director

of Channel Partnerships in Europe to drive growth in commercial and government sectors.

Revenues were diverse across federal, state

and local governments, as well as enterprise and education sector customers.

International customers comprised 25% of all revenue as

of March 31, 2025 verses 11% for the three months ended March 31, 2024.

Revenues derived from non-government commercial entities

increased by 41% for the three months from 2024 to 2025 and were 53% of total revenues in 2025.

For the three months ended, March

31, 2025, the Company’s sales to federal, state and local governments represented 47% of revenues verses 84% of the same

period revenues in 2024.

continue to invest in sales employees, marketing resources, diversifying our product portfolio with new product offerings and expanding

our geographic footprint to reduce our reliance on single large orders of our EV ARC™ product from federal agencies, although we

believe that that opportunity still exists.

The receipt of orders may continue to be uneven due to the timing of customer approvals or

budget cycles, however we believe that as EV adoption increases and our new and existing products are brought to larger international

audiences, our business will be less impacted by specific variations in order timing.

We have initiated a program of resellers, agents

and distributors, as a sales force multiplication strategy without adding to our operating costs, as they are only compensated when they

sell products.

This means that we can take our greatly expanded product portfolio and sell it into greatly expanded geographic opportunities,

without having to invest significantly.

We now have resellers and agents in the United States, Spain, Portugal, Italy, Caribbean, Central

America, the Balkans, the Middle East, Africa and Australia.

The Company believes there

continues to be a high level of support for funding EV charging infrastructure from both commercial and government entities, including

a number of federal grants available under the Inflation Reduction Act.

In addition, certain of our commercial customers may benefit from

the Federal Solar Investment Tax Credit and accelerated depreciation as allowed under Section 179 of the IRS code which, we believe, provides

a competitive advantage for our products over traditionally installed EV charging infrastructure which is not eligible for these incentives.

Given these available incentives, we have invested in a federal lobbyist, a federal business development resource and a government relations

employee, who have helped to identify opportunities and increase awareness of our product and outreach with federal agencies.

in place a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal

agencies and state and local governments.

In addition, the GSA awarded Beam Global a federal blanket purchase agreement in April 2022

which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems.

In the three months ended March

31, 2025, we recorded revenues of $3.0 million for federal customers, compared to $12.2 million for the same period in 2024.

to see uneven orders from quarter to quarter, especially with our federal customers, but over time we expect our revenues to grow.

commercial, non-government, revenues increased as a percentage of our revenues from 16% to 53% from the first three months of 2024 to

the first three months of 2025.

Our geographic expansion into Europe and our additional business development activities in the Middle

East and Africa are, we believe, also providing opportunities for growth which are not dependent on, or impacted by, shifts in US government

zero emission vehicle policies.

The new products we have brought to market offer values which are also not dependent upon US federal government

We expect the electric vehicle

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We believe we are positioned to benefit significantly from this growth.

We believe the Company’s

acquisition of All Cell, a battery technology company, will increase our new customer opportunities.

We now have the ability to value

engineer bespoke battery solutions for our products.

Beam All-Cell ™ batteries are ideally suited for applications where

energy density, safety and bespoke enclosures require high power in small spaces.

Drones, submersibles, recreational products and a host

of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell ™ highly differentiated

With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets

Additionally, by achieving compliance

with the Build America, Buy America Act, which ensures that our products are manufactured in the United States using a sufficient amount

of domestically sourced materials, we will meet federal domestic production requirements.

Furthermore, obtaining the CE mark (Conformité

Européenne) a mandatory certification indicating that a product complies with European Union (EU) health, safety, and environmental

protection standards, on EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, will allow our products to be

freely traded within the European Economic Area (EEA).

We believe these achievements will enhance our credibility, strengthen consumer

trust, and increase demand for our products, particularly among federal, state, and local government agencies.

As a result of the

acquisition of All Cell we now have the ability to value engineer bespoke battery solutions for our products.

All-Cell ™ batteries are ideally suited for applications where energy density, safety and bespoke enclosures require

high power in small spaces.

Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products

are already benefiting from our Beam All-Cell ™ highly differentiated products.

With the continued growth of

untethered electrification, we believe there is an opportunity for increased demand in these markets and others.

October 2023, the Company acquired Amiga (now renamed Beam Europe), an established manufacturer of specialized steel structures and equipment,

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We believe that our sustainably energized,

EV ARC TM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.

rapidly deployed and highly scalable products can play a major role in the provision of EV charging infrastructure for all types of electric

vehicles, bikes, scooters and motorcycles in Europe, the Middle East and Africa.

On August 30, 2024, Beam acquired

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Telcom has electrical engineering, product development and manufacturing capabilities which Beam believes are ideally

suited to improve the Company’s current and future products for the global market.

Telcom has a well-respected and highly talented

team of electrical engineers, focused on power electronics and the integration of renewables and energy storage.

Existing Telcom customers

include the region’s largest telecommunications company as well as other corporate entities which we believe provide further opportunities

for cross selling the other products in our portfolio.

suited to improve the Company’s current and future products for the global market while reducing our costs and improving our margins.

Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of renewables

and energy storage.

Existing Telcom customers include the region’s largest telecommunications company as well as other corporate

entities which we believe provide further opportunities for cross selling the other products in our portfolio.

In November 2024, we deployed

our first sponsorship funded network of EV ARC™ systems at Belgrade International Airport in Serbia.

Beam Global retains ownership

of the deployed EV ARC™ units and receives recurring payments from Globos Osiguranje, the region’s fastest growing insurance

In return, Globos Osiguranje benefits from prominent brand visibility, with their branding displayed on EV ARC™ systems

installed in high-traffic parking spaces closest to the airport terminal.

These branded systems are strategically positioned to be visible

to travelers as they arrive at and depart from the airport.

We also entered into an agreement with Vinci Airports, the world’s leading

private airport operator with over 70 airports under management internationally, which does not require us to pay rent because of the

amenity value that is delivered to the airport through the provision of a free driving on sunshine experience for their visitors and guests.

We believe that we may be able to repeat this model in other Vinci airports around the world.

We also believe that now that we have successfully

proved that this business model works, we can further expand it into different types of environments where there are sufficient densities

of people to make the advertising worthwhile.

In December 2024, we partnered

with Benzina Zero, an innovative provider of electric mopeds and scooters, electric bicycles and

micro-mobility solutions.

Benzina Zero (which is Italian for zero gasoline) is Australia’s leading e-mobility brand offering

a range of e-scooters, e-mopeds, e-bikes and e-motorcycles.

Benzina Zero work with global fleet businesses across a number of industries

including food delivery, postal delivery to eco-tourism, and boast a comprehensive dealer network Australia-wide.

Benzina Zero have appointed

distributors in Australia, Italy, United Kingdom, Ireland, Slovenia and Croatia and are also active in New Zealand, Hong Kong, Singapore,

Philippines and Finland.

We will bundle Benzina Zero e-mobility solutions with products BeamBike™, BeamWell™ and BeamSkoot™,

and will introduce Benzina’s highly ruggedized products to Beam’s existing customers and prospects globally.

This is another

approach to increase our sales channels without adding overhead costs.

Our energy security business

is connected with the deployment of our EV charging and our Smart Cities infrastructure products and serves as an additional benefit and

value proposition for our charging products which, along with their integrated emergency power panels, can continue to operate, charge

EVs, and deliver emergency power during utility grid failures.

The state-of-the-art storage batteries installed on our EV charging systems

are immune to grid failures and provide another benefit for customers such as municipalities, counties, states, the federal government,

hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators.

is also connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition

of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency

power during utility grid failures.

Our state-of-the-art storage batteries installed on our EV charging systems are immune to grid failures

and provide another benefit for customers such as municipalities, counties, states, the federal government, hospitals, fire departments,

large private enterprises with substantial facilities, and vehicle fleet operators.

Drones, submersibles, recreational products and a

host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell ™ highly differentiated

With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets

We are in development on our

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offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets.

Amiga is one of

Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts

in the field of development and deployment of street lighting.

They are working with our engineers in San Diego and Broadview to continually

improve the engineering and development of our new BeamSpot™ product.

We believe that BeamSpot™ may become our largest selling

product when available for sale.

BeamSpot™ is currently in the process of being installed and we received our first order for that

product within two months of it being launched.

Our gross margin improved

as a percentage of sales, year over year, and was 10.7% in Q3 2024, up 9.0% from the gross margin reported in Q3 2023.

Additionally, our

cost of goods sold included non-cash intellectual property amortization of $0.7 million for the first nine months of 2024 and $0.8 million

in 2023, related to the acquisition of All Cell in 2022.

Excluding this non-cash expense results in a gross margin of 12.3% for the three

months ended September 30, 2024, up from 2.8% for the same period ending September 30, 2023.

We implemented engineering design changes

to our EV ARC TM in Q4 2023 that resulted in cost reductions to our bill of materials.

Our gross margin improvements were achieved

in spite of ongoing inflation and the high costs of many of our components, including steel, that began during the Covid pandemic.

expect to see our costs of goods sold continue to decrease over time.

We are implementing lean manufacturing process improvements and

making engineering changes to our products which we expect to result in cost reductions.

We have observed that we are able to manufacture

certain elements of our products in Serbia and ship them to the U.S.

less expensively than we can manufacture them in the U.S.;

because we are better equipped in Serbia and as a result can self-perform certain processes which we outsource in the U.S.

We anticipate

further reductions in direct costs as a result of having our Serbian operations support our U.S.

manufacturing.

Many of the components

that we integrate into our products are manufactured by others.

This is consistent with our strategy to take advantage of the investment

by large and well-funded organizations in the improvement, and reducing costs, of various components and sub-assemblies which we integrate

into our final product.

We continue to identify components and sub-assemblies that may be more cost effective to outsource, which we believe

may further reduce our costs, increase our gross margins, and significantly increase the potential output from our factory.

that the receipt of orders may be inconsistent quarter over quarter, however, we expect that in the long term, our revenues will grow

as we expand our product offerings and geographic reach and because we expect to see a significant increase in the demand for electric

vehicle charging infrastructure.

Beam Europe (formerly

Amiga) is one of Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers

who are experts in the field of development and deployment of street lighting.

They are working with our engineers in San Diego and Broadview

to continually improve the engineering and development of our new BeamSpot™ product.

We believe that BeamSpot™ may become

our largest selling product.

BeamSpot™ is currently in the process of being installed and we received our first order for that product

within two months of it being launched.

In addition, EV ARC™,

BeamBike™, BeamWell™ and BeamPatrol™ products have fulfilled the requirements to receive the CE mark (Conformité

Européenne), a mandatory symbol indicating that a product meets European Union (EU) health, safety and environmental protection

requirements, allowing it to be freely traded within the European Economic Area (EEA).

The Company reported a positive

gross profit of $0.5 million for the three months ended March 31, 2025, compared to $1.5 million gross profit in 2024.

Our gross margin

as a percentage of sales was 7.9% for the three months ended March 31, 2025.

Additionally, for the three months ended March 31, 2025,

88.4% of ARC sales reflected our price increase implemented in 2023.

Our gross profits included a negative impact of $1.0 million for

non-cash depreciation and intangible amortization.

Our gross margin net of non-cash items was 20.6%.

We expect to see our costs of goods

sold continue to decrease over time.

We have continued to implement lean manufacturing process improvements and making engineering changes

to our products which we expect to result in cost reductions.

Many of the components that we integrate into our products are manufactured

We continue to identify components and sub-assemblies that may be more cost effective to produce in our Serbian facilities,

which we believe may further reduce our costs, increase our gross margins, and significantly increase the potential output from our US-based

We expect that the receipt of orders may be inconsistent quarter over quarter, however, we expect that in the long term, our

revenues will grow as we expand our product offerings and geographic reach and because we expect to see a significant increase in the

global demand for electric vehicle charging infrastructure.

As such we do not anticipate significant pricing pressure on our products.

The increase in demand for

electric vehicle charging infrastructure and, we believe, over the long term, our revenues, combined with the cost cutting measures described

above, lead us to believe that we will continue to see improvement in our gross margins in the future.

Beam Europe has the capability

to perform several activities which we outsource in the US.

We believe that in combination with a generally less expensive operating environment

in Serbia, we will be able to produce our products in Europe less expensively than in the US, even as we continue to reduce our costs

The increase in demand for electric vehicle charging infrastructure and, we believe, over the long term, our revenues, combined with the

cost-cutting measures described above, lead us to believe that we will continue to see improvement in our gross margins in the future.

Beam Europe has the capability to perform several activities which we outsource in the US.

We believe that in combination with a generally

less expensive operating environment in Serbia, we will be able to produce our products in Europe less expensively than in the U.S., even

as we continue to reduce our costs in the U.S.

Critical Accounting Estimates

The financial statements

and related disclosures were prepared in accordance with U.S.

generally accepted accounting principles which require us to make

estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

We base our estimates and assumptions on historical

experience and on various other factors that we believe to be reasonable under the circumstances, and we continually evaluate our

assumptions and modify as needed.

To the extent there are material differences between our estimates and the actual results, our

future results of operations will be affected.

There have been no changes since year end, refer back to the Company’s Form 10-K for December 31, 2023.

The financial statements and

related disclosures were prepared in accordance with U.S.

generally accepted accounting principles which require us to make estimates

and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts

of revenues and expenses during the reporting period.

Significant estimates in our condensed consolidated financial statements include,

but are not limited to, accounting for acquisitions and business combinations;

initial valuation and subsequent impairment testing of

goodwill, other intangible assets and long-lived assets;

fair value of financial instruments, income taxes;

and commitments

and contingencies.

We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable

under the circumstances, and we continually evaluate our assumptions and modify as needed.

To the extent there are material differences

between our estimates and the actual results, our future results of operations will be affected.

There have been no changes since year

end, refer back to the Company’s Form 10-K for December 31, 2024.

Results of Operations

Comparison of Results of Operations for the

Three Months Ended September 30, 2024 and 2023

For the quarter

ended September 30, 2024, our revenues, though they were the second highest third quarter revenues in our history, decreased 30% to $11.5

million compared to $16.5 million for the same period in 2023.

Revenues to federal customers decreased by $7.5 million in Q2 2024 compared

to the quarter ended September 30, 2023.

During the first three months of 2024, revenues from California represented 21% of total revenues.

We recorded revenues of $3.5 million as a result of our acquisition of Amiga and $67 thousand as a result of our acquisition of Telcom,

demonstrating the positive contribution of our geographic expansions.

Revenues derived from non-government commercial entities increased

by 80% for the three months from 2023 to 2024 and were 11% of total revenues.

The receipt of orders may continue to be uneven due to the

timing of customer approvals or budget cycles, however, we believe that the diversification of our product offerings combined with our

geographic expansions, recent hires and as EV adoption increases, our business will be less impacted by specific variations in order timing.

Gross Profit.

quarter ended September 30, 2024, our gross profit was $1.2 million, or 10.7% of sales, compared to a gross profit of $0.8 million or

1.7% of sales for the same period in 2023.

The margin improved by 9 percentage points, primarily because we have implemented cost improvements

in late 2023 as a result of design changes to the EV ARC TM as well as operational improvements and positive margins generated

from the acquisition of Amiga.

Additionally, 48.6% of ARC sales reflected the price increase implemented in 2024.

Our gross profits included

a negative impact of $0.8 million for non-cash depreciation and intangible amortization.

Our gross margin net of non-cash items was 17.6%.

We began to see some improvements in the reduction of material costs in late 2023, which we believe should continue to improve.

Our engineering

and operations teams continue to identify further cost reductions and efficiencies which, along with support from our Serbian facilities,

we believe will improve our gross margins in future quarters.

Operating Expenses.

operating expenses were a credit of $50 thousand, or (0.4%) of revenues, for the quarter ended September 30, 2024, compared to $4.0 million,

or 24% of revenues, for the same quarter in the prior year.

The $4.1 million decrease is mostly attributable to $6.1 million related to

the non-cash change in fair value of contingent consideration for the Amiga acquisition, offset by non-cash warrants amortization increase

of $0.2 million and stock compensation increase of $0.2 million, resulting in $1.7 million increase in operating expenses quarter over

quarter mainly related to $1.2 million for operating expenses for Beam Europe, $0.3 million in customer service accommodation costs, $0.1

million related to facility expansion and $0.1 million mainly for consulting for government relations and engineering.

Comparison of Results of Operations for the

Nine Months Ended September 30, 2024 and 2023

the nine months ending September 30, 2024 our revenues, while they were the second highest nine month revenues in our history and higher

than any full year barring 2023, decreased 14% to $41.0 million compared to $47.3 million for the same period in 2023.

Revenues to federal

customers decreased by $11.5 million in 2024.

During the first nine months of 2024, revenues from California represented 25% of total

Revenues were diverse across federal, state and local governments, as well as enterprise and education sector customers.

International

customers comprised 20% of the revenues through September 30, 2024, and were primarily from Beam Europe.

Revenues derived from non-government

commercial entities increased by 136% for the nine months from 2023 to 2024 and were 30.5% of total revenues in 2024.

For the nine months

ended September 30, 2024, the Company’s sales to federal, state and local governments represented 69% of revenues.

We continue to

invest in sales employees, diversifying our product portfolio and expanding our geographic footprint to reduce our reliance on single

large orders of our EV ARC™ product by federal agencies, although we believe that that opportunity still exists.

The receipt of

orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases

and our new and existing products are brought to larger international audiences, our business will be less impacted by specific variations

in order timing.

Three Months Ended March 31, 2025 and 2024

the three months ended March 31, 2025, our revenues decreased 57% to $6.3 million compared to $14.6 million for 2024.

During the three

months ended March 31, 2025, $1.0 million, or 14% of product sales, were to Federal customers.

State and Local governments customers accounted

for $2.1 million, or 33% of revenues.

We continue to invest in sales, marketing and government relation employees, resources and programs

to raise awareness of the benefits and value of our products.

The receipt of orders may continue to be uneven due to the timing of customer

approvals or budget cycles, however we believe that as EV adoption increases in concert with increased availability of infrastructure

funding, our business will be less impacted by specific variations in order timing.

Gross Profit.

the nine months ended September 30, 2024, our gross profit was $5.1 million, or 12% of sales, compared to a gross profit of $0.8 million,

or 2% of sales in the same period of 2023.

The margin improved by 11 percentage points, compared to prior year.

This is primarily a result

of cost improvements developed during 2023 which are now being recognized and the positive margins we are generating from the acquisition

Our gross profits were negatively impacted by $2.8 million for non-cash depreciation and intangible amortization.

margin net of non-cash items was 18.3% in 2024 and 3.1% in 2023.

We began to see some improvements on material pricing in 2023, which

has continued to improve over time.

We continue to make engineering changes and work with suppliers to improve our costs which, along

with support from our Serbian facilities, we believe will continue to improve our gross profit over time.

Operating Expenses.

operating expenses were $11.6 million, or 28% of revenues, for the nine months ended September 30, 2024, compared to $11.9 million, or

25% of revenues, for the same period in the prior year.

When you remove the $4.5 million the non-cash decrease in fair value of contingent

consideration for the Amiga acquisition in 2024 and $0.3 million increase in fair value of contingent consideration for the All Cell acquisition

in 2023, the net change in fair value contingent consideration is $4.3 million offset by non-cash increases in warrants amortization expense

$0.3 million, stock compensation $0.3 million, bad debt allowance $0.4 million resulting in $3.3 million increase in operating expenses.

The increase is mainly related to $2.1 million for operating expenses for Beam Europe, $0.4 million for facility expansion, $0.3 million

commissions due to earned at time of customer payment, $0.3 million in customer accommodation service costs and $0.2 million related to

acquisition costs.

reported a positive gross profit of $0.5 million, a 7.9% gross margin for the three months ended March 31, 2025, compared to a gross profit

of $1.5 million, a 10.2% gross margin in 2024.

Additionally, 24.1% of ARC sales in 2024 reflected the price increase implemented in 2023

and 88.4% in the first three months ending March 31, 2025.

The gross profit includes a non-cash negative impact of $0.2 million for amortization

of intangible assets resulting from the All Cell acquisition.

Without this non-cash expense, gross profit for 2025 would be $0.7 million,

a 10.9% gross margin.

Our engineering team has continued to implement design changes during 2024 which reduced the bill of materials for

the EV ARC TM , improving the product margins throughout 2024.

We expect the Company’s revenue to grow in the future and

our fixed overhead absorption to continue to improve.

Operating Expenses and

Impairment of Goodwill.

Total operating expenses were $16.0 million for the three months ended March 31, 2025, compared to $4.5 million

The 2025 operating expenses included a $10.8 million goodwill impairment and a $0.8 million increase due to European acquisitions.

Based on the results of the Company’s goodwill impairment procedures, the Company recorded goodwill impairment for the single reporting

unit during the three months ended March 31, 2025.

The Company believes the goodwill impairment reported during the three months ended

March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of future performance

as the Company has taken significant steps to diversify its geographical reach and product offerings while focusing strategic growth.

The Company believes that the resulting non-cash charge has no impact on the Company’s compliance with its cash flows or available

Liquidity and Capital Resources

At September 30, 2024, we

had cash of $4.8 million, compared to cash of $10.4 million at December 31, 2023.

At March 31, 2025, we had

cash of $2.5 million, compared to $5.0 million at March 31, 2024.

We have historically met our cash needs through a combination

of debt and equity financing.

of debt and equity financing and most recently through gross profit contribution.

Our cash requirements are generally for operating activities

Management believes the Company’s present cash flows will enable

it to meet its obligations for twelve months from the date of these financial statements.

Management will continue to assess its operational

needs and seek additional financing as needed to fund its operations.

and acquisitions.

Management believes the Company’s

present cash flows will enable it to meet its obligations for twelve months from the date of these financial statements.

Management will

continue to assess its operational needs and seek additional financing as needed to fund its operations.

Our cash flows from operating,

investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:

September 30,

Cash provided by (used in):

Net cash used in provided by operating activities

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

For the nine months ended

September 30, 2024, our cash used in operating activities was $3.1 million compared to cash used of $13.8 million for the nine months

ended September 30, 2023.

Net loss of $6.7 million for the nine months ended September 30, 2024 was decreased by ($1.2) million of non-cash

expense items that included depreciation and amortization of $2.8 million, and employee stock-based compensation expense of $2.0 million

offset by decreases of ($4.3) million for a change in fair value of contingent consideration liabilities and $0.1 million provision on

credit losses.

Cash used in operations included a $5.0 million decrease in accounts receivable as well as a $1.7 million decrease in accounts

payable primarily for inventory, $0.6 million decrease in operating lease liability and $0.5 million decrease in long term liabilities

offset by $0.4 million increase in inventory, $0.3 million increase in deferred revenue, and $0.2 million increase in accrued expenses.

the nine months ended September 30, 2023, our cash used in operating activities was $13.8 million compared to $15.7 million for the nine

months ended September 30, 2022.

Net loss of $11.0 million for the nine months ended September 30, 2023 was increased by $3.2 million

of non-cash expense items that included depreciation and amortization of $1.1 million, common stock issued for services for director compensation

of $0.3 million, employee stock-based compensation expense of $1.3 million, change in the fair value of contingent consideration liabilities

of $0.3 million and $0.3 million for stock compensation for non-employees.

Further, cash used in operations included a $10.5 million increase

in accounts receivable due to the increase in revenues and the timing of customer payments, a $1.1 million increase in inventory and $0.6

million decrease in deferred revenue for customer deposits.

Cash generated from operations included a $4.3 million increase in accounts

payable primarily for inventory, $1.4 million increase in accrued expenses, and $0.5 million decrease in prepaid expenses and other current

Net cash provided (used) by financing activities

For the three months ended

March 31, 2025, our cash used in operating activities was $1.8 million compared to $3.0 million for the three months ended March 31, 2024.

Net loss of $15.5 million for the three months ended March 31, 2025 was decreased by $12.5 million of non-cash expense items that included

$10.8 million for Goodwill impairment, $1.0 million for depreciation and amortization, $0.5 million for stock-based compensation and $0.2

million in provisions for credit losses.

Cash used in operations also included a $0.7 million decrease in accounts payable, $0.7 million

decrease in accounts receivable, $0.6 million decrease in inventory and $0.1 million decrease in accrued expenses offset by $0.2 million

increase in accrued expenses related to short term taxes payable, $0.2 million increase in other long term liabilities and $0.2 million

increase in deferred revenue.

For the three months ended

March 31, 2024, our cash used in operating activities was $3.0 million compared to $0.6 million for the three months ended March 31, 2023.

Net loss of $3.0 million for the three months ended March 31, 2024 was adjusted by $1.1 million of non-cash expense items that included

depreciation and amortization of $0.9 million, employee stock-based compensation expense of $0.6 million, offset by decreases of $0.3

million provision on credit losses and $0.1 million for a change in fair value of contingent consideration liabilities.

Further, cash

used in operations included a $3.9 million increase in accounts receivable due to the increase in revenues and the timing of customer

Cash generated from operations included a $1.0 million increase in accounts payable primarily for inventory, $1.1 million increase

in accrued expenses, $0.4 million decrease in inventory, $0.3 million increase in deferred revenue and $0.2 million decrease in prepaid

expenses and other current assets.

Cash used in investing activities

in the nine months ended September 30, 2024 included $2.7 million reduction of deferred consideration for a cash payment for the Amiga

acquisition, $0.5 million used for the Telcom acquisition and $0.4 million for the purchase of equipment compared to $0.8 million purchased

in the same period in the prior year, primarily transportation equipment, a sleeving machine and an automated welder used in our battery

manufacturing and $0.1 million for patent costs.

For the nine months ended

September 30, 2024, cash generated by our financing activities included $0.8 million for the exercise of warrants and $0.5 million in

proceeds from public offering issuance of common stock compared to $25.4 million in proceeds from the public offering issuance of

common stock, net of offering expenses, $2.1 million for shares sold through the Company’s equity facility, $0.2 million for repayment

of note payable and $0.1 million from the exercise of warrants for the same period in the prior year.

Current assets were $31.1

million on September 30, 2024, a decrease of $9.6 million at December 31, 2023, primarily due to decreases of $4.6 million in accounts

receivable, $5.5 million in cash, $0.3 million in prepaid expenses and other current assets, offset by an increase of $0.8 million in

inventory, $0.8 million in operating lease costs for Right of Use assets and $0.8 million in Goodwill related to the Telcom acquisition.

Current liabilities decreased to $13.3 million at September 30, 2024 from $16.9 million at December 31, 2023, primarily due to a $2.7

million decrease in the fair value of contingent consideration liabilities and $1.4 million decrease in accounts payable offset by $0.2

million in operating lease liabilities and.

As a result, our working capital decreased to $17.9 million at September 30, 2024 compared

to $23.8 million at December 31, 2023.

in the three months ended March 31, 2025 and March 31, 2024 was $0.1 million related to the purchases of equipment in both years.

three months ended March 31, 2024, included a $2.7 million reduction of deferred consideration for a cash payment for the Amiga acquisition.

For the three months ended

March 31, 2025, cash used by our financing activities was $15 thousand related to repayments of note payables related to auto leases compared

to $25 thousand borrowings in the prior year.

Additionally, for the three months ended March 31, 2024, cash generated by our financing

activities included $0.3 million for the exercise of warrants net of offering expenses.

Current assets decreased

to $23.6 million at March 31, 2025 from $27.1 million at December 31, 2024, primarily due to a $2.1 million decrease in cash, $1.0 million

decrease in accounts receivable, and $0.4 million decrease in Inventory.

Current liabilities decreased $0.4 million at March 31, 2025

compared to December 31, 2024, primarily due to a $0.6 million decrease in accounts payable offset by $0.2 million increase in sales

As a result, our working capital decreased to $10.8 million at March 31, 2025 compared to $13.8 million at December 31,

The Company has been focused

on product development, geographic expansion and on marketing and sales efforts to increase our revenues.

Revenues increased annually

by 45% from 2020 to 2021, 144% from 2021 to 2022, and 206% from 2022 to 2023 demonstrating that this investment has been successful.

to gross profitability have been made despite the recent inflationary period.

As revenues increase in the future, we expect to continue

to see our fixed overhead costs spread over more units, which will reduce the cost per unit.

Our engineering and operations teams have

made several design changes and process improvements in our product development and manufacturing operations which have helped to increase

labor efficiency and reduce material costs.

In addition, the Company increased pricing in Q3 of 2023 for the first time to cover some

of the inflationary cost increases, which we are beginning to benefit from as new orders are received and are shipped.

Our Serbian operations

are also able to contribute to further cost reductions to produce our products both in Europe and the U.S.

on marketing and sales efforts to increase our revenues, and we believe those efforts have led to an increase in revenues by 144% from

2021 to 2022 and 206% from 2022 to 2023.

Even though there was a decrease in revenues by 27% from 2023 to 2024, we believe our marketing

and sales efforts have been impactful.

The Company has improved its gross profit in 2024 and will continue to in 2025, and it is expected

to improve in the future as a result of a price increases implemented late 2023 being almost fully recognized in 2025 and benefits from

cost reductions from several design changes.

As revenues increase, we expect to continue to see our fixed overhead costs spread over more

units, which will reduce the cost per unit further.

The Company continued to see material cost reductions as synergies are recognized,

especially with steel and battery cells, and we expect this trend to continue.

This combined with engineering and manufacturing improvements

should result in increasing gross profit margin on the EV ARC™ in the future.

The Company may be required

to raise capital to fund its operations until it achieves positive cash flow, which is predicated on increasing sales volumes and the

continuation of production cost reduction measures.

The Company could pursue other equity or debt financing.

The proceeds from these

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

Management cannot

currently predict when or if it will achieve positive cash flow.

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.

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

The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products.

Management cannot currently predict when or if it will achieve positive cash flow.

On March 22, 2023, the Company

14 unchanged sentences

a drawdown, the Company will assign all rights to such account receivables of the Obligor to OCI.

The Company will act as a collection

agent on any account receivable assigned to OCI and agrees to establish a designated bank account for the purpose of collecting payment

on any applicable account receivables that are assigned to OCI.

In the event (i) the Company is in material breach of the Credit Facility,

(ii) the Company or the Obligor is insolvent or is subject to reorganization or liquidation, or (iii) any dispute related to an agreement

with an Obligor or non-payment by an Obligor, OCI has the right to exercise any contractual rights it may have against Obligor, increase

the interest rate to the agreed upon default interest rate, and demand immediate repayment by the Company for the outstanding amounts

owed under such account receivables.

The Company has also agreed to indemnify OCI for any losses incurred by OCI in connection with the

Credit Facility.

Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the

The Company will act as collection agent

on any account receivable assigned to OCI and agrees to establish a designated bank account for the purpose of collecting payment on any

applicable account receivable that are assigned to OCI.

In the event (i) the Company is in material breach of the Credit Facility, (ii)

the Company or the Obligor is insolvent or is subject to reorganization or liquidation, or (iii) any dispute related to an agreement with

an Obligor or non-payment by an Obligor, OCI has the right to exercise any contractual rights it may have against Obligor, increase the

interest rate to the agreed upon default interest rate, and demand immediate repayment by the Company for the outstanding amounts owed

under such account receivables.

The Company has also agreed to indemnify OCI for any losses incurred by OCI in connection with the Credit

Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the other

To date, Beam Global has not drawn on this line of credit.

The Company may be required

to raise capital until it achieves positive cash flow from its business, which is predicated on increasing sales volumes and the continuation

of production cost reduction measures.

In addition, we could pursue other equity or debt financing.

The proceeds from these offerings

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

Management cannot currently predict

when or if it will achieve positive cash flow.

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.

On April 11, 2025, the Company

entered into an At Market Issuance Sales Agreement with B.

Riley Securities, Inc., pursuant to which the Company has the right, but not

the obligation, to sell up to $8 million in shares of its common stock, subject to certain terms and conditions.

Management believes that evolution

in the operations of the Company may allow it to execute its strategic plan and enable it to experience profitable growth in the future.

This evolution is anticipated to include the following continual steps:

addition of sales personnel and independent sales channels, reductions

in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption

resulting from volume growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the

Company and its products, and the continued acceleration of average sales cycle opportunities.

Management believes that these steps, if

successful, may enable the Company to generate sufficient revenue to continue operations.

There is no assurance, however, as to if or

when the Company will be able to achieve those operating objectives.

Off-Balance Sheet Arrangements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis