BEEM 10-K & 10-Q changes, risk factors and insider trading

Our revenues are sometimes concentrated in a small number of customers and our revenue may decrease significantly if we were to lose one of these customers. We have a few large customers including the U.S.City Armyof Dallas, Upscale Developers, and theUS Department of Homeland SecurityState that generated 15%4%, 3%, and 7%,3%, respectively, of revenues in 2024.2025. The loss of or a significant decline in sales to any of these customers could adversely affect our business, results of operations, and financial condition. InOur addition,customer we were awarded several federal contracts in 2022, thatconcentration may notfluctuate befrom renewedperiod to period based on the timing and size of customer orders, which are often project-based in the future.nature. The contractloss of any significant customer, a reduction in orders, delays in customer purchasing decisions, changes in government funding or procurement priorities, or the inability to replace such customers with thenew Statecustomers on comparable terms could result in significant revenue volatility and could materially adversely affect our business, results of California can be used by a diverse group of state and local agencies within the state or across the country for the purchase of our products. The receipt of orders under this contract has been irregularoperations and canfinancial create fluctuation in our revenues. In addition, there is no obligation for this customer to purchase any additional units, or to renew the contract when it expires. The State of California contract will expire on June 23, 2025.condition.

Our revenue growth, in part, depends on consumers’ willingness to adopt electric vehicles.EVs. Our growth is highly dependent upon the adoption of electric vehicles (“EV”).EVs. If the market for EVs does not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial results. As part of our business strategy, we intend to make acquisitions to add complementary companies, products or technologies, such as our acquisitions of All Cell, Amiga and Telcom.Telcom and joint ventures such as with The Platinum Group. Our acquisitions and joint ventures may not achieve our goals, and we may not realize benefits from any acquisition.acquisition or joint venture. Any integration process will require significant time and resources, and we may not be able to manage the process successfully. If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and financial results of the combined company could be harmed. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities. We would expect to finance any future acquisitions or joint venture through one or a combination of equity, debt or cash from operations. The sale of equity to finance any such acquisitionsacquisition or joint venture could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. In the future, we may not be able to find other suitable acquisition or joint venture candidates, and we may not be able to complete acquisitions or joint ventures on favorable terms, if at all. Our acquisition and joint venture strategy could require significant management attention, disrupt our business and harm our business, revenue and financial results.

We may fail to realize all of the anticipated benefits of our acquisitions of All Cell, Amiga and Telcom or those benefits may take longer to realize than expected and our business, financial condition and results of operation could be materially and adversely affected. We may also encounter significant difficulties in integrating Amigathe joint venture and acquisitions with Beam Global and its operations.

Amiga and Telcom are private Serbian companies that havewere not been subject to an audit by an accounting firm under U.S. GAAP standards and haswere not previously been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC or other corporate governance requirements. Amiga and Telcom are private Serbian companies. Prior to our acquisition of Amiga and Telcom, they had not had financial statements reviewed or audited by an accounting firm under U.S. GAAP standards and hashave not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public reporting companies may be subject. As a result, we are required to implement the appropriate internal control processes and procedures over their financial accounting and reporting. We may incur significant legal, accounting, and other expenses in efforts to ensure that they meet these requirements. Implementing the controls and procedures that are required to comply with the various applicable laws and regulations may place a significant burden on our management and internal resources. The diversion of management’s attention and any difficulties encountered in such an implementation could adversely affect our business, financial condition and operating results.

Our inability to successfully integrate Amigaour and Telcom’s operationsacquisitions could adversely affect our operations; potentialand needmay forrequire additional financing. Our The integration of our acquisitions requirerequires significant management attention and resources,resources whichand couldmay reducedivert thefocus likelihood of achievement offrom other corporatestrategic goals.priorities. We may encounter operational, financial and administrative challenges in integrating these businesses, including aligning systems, controls and processes. We have experienced significant operating losses.losses As a result, weand may needrequire additional financing to help fundsupport our businessoperations and satisfyintegration our obligations, which will require additional management time to address.efforts. There iscan be no assurance that we will successfully integrate these acquisitions or realize the benefitsanticipated benefits, and any failure to do so could adversely affect our business, financial condition and results of the acquisitions that we hope will be achieved.operations.

As a result of the acquisitions of Amiga and Telcom, Beam Global expects to generate an increasing portion of its revenue internationally in the future and may become subject to various additional risks relating to its international activities, which could adversely affect its business, operating results and financial condition.

Beam Global has limited experience operating internationally and, though we have retained the majority of the local management, former owners and teams who are familiar with operating in their respective regions, engaging in international business involves a number of difficulties and risks, including:

In the event that Beam Global dedicates significant resources to its international operations and is unable to manage these risks effectively, Beam’sBeam Global’s business, operating results and financial condition may be adversely affected.

We are subject to foreign currency exchange rate and other related risks. With the acquisitions in Serbia,Serbia and our recent growth into the Middle East, we are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates, especially the EuroEuro, the Serbian Dinar and the SerbianUAE Dinar,Dirham, between the U.S. dollar and other currencies will impact our results of operations, financial condition, and cash flows. We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing control. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.

A significant portion of our revenue is derived from our core product category.category, and a decline in demand for these products could adversely affect our business. We arehave historically been dependent on revenues from our EV ARC™ products for a substantial portion of our revenue. While we have expanded our product offerings to beinclude successful innew theproducts future.such Weas alsoBeamBike™ haveand BeamSpot™, energy storage products following our acquisition of All Cell Technologies, Inc. in 2022, steel structures with electronicintegrated integrationelectronics from our acquisition of Amiga d.o.o Belgrade in 2023, and specialized power electronics from our acquisition of Telcom in 2024, wethere offercan our Solar Tree® product and we intend to bring our BeamSpot™ product to market,be no assurance can be given that ourthese salesproducts will continueachieve toor havemaintain market acceptance or thatgenerate theysignificant willrevenue. continueIf demand for our EV ARC™ products declines, or if our newer products fail to growgain in the future. The loss or reduction of sales of this product category could have a material adverse effect ontraction, our business, results of operations, financial condition,condition and liquidity.liquidity could be materially adversely affected.

Existing regulations and policies and changes to these policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. The market for electric generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the electric utility industry in the United StatesU.S. and abroad, as well as policies adopted by electric utilities.abroad. Changes that make solar power less competitive with other power sources could result in a significant reduction in the demand for our products. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our products. Any new regulations or policies pertaining to our products may result in significant additional expenses to us, which could cause a significant reduction in demand for our solar power products.

If we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position. The EV industry is characterized by rapid technological change. We do not manufacture the EVElectric serviceVehicle equipmentSupply Equipment (EVSE) which connects to the EV, rather, we deliver power to other vendors’ EVSE products. As such, we believe that we are less prone to impacts caused by changes in EV technology. Nevertheless, if we are unable to keep up with changes in EV technology or the costs associated with such changes, our competitive position may deteriorate which would materially and adversely affect our business, prospects, operating results and financial condition. As technologies change, we plan to upgrade or adapt our EV products in order to continue to provide EV charging services with the latest technology.

The success of our business depends in large part on our ability to protect and enforce our intellectual property rights. We rely on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. We cannot assure you, however, that we will be successful in obtaining thesemore patents, service marks or trademarks, or that these applications will not be challenged, that others will not attempt to infringe upon our rights, or that these filings will afford us adequate protection or competitive advantages. If we are unable to protect our rights to our intellectual property or if such property infringes on the rights of others, our business could be materially adversely affected.

The equipment comprising our products currently charge at rates that are comparable to the average charging speed of competitors, but that may change in the future. Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges EVs at a Level II pace which is consistent with the majority of installed EV chargers in the U.S. To date, we have found that since most EV trips are relatively short and local, the standard EV ARC™ has satisfied consumer demand. Our EV ARC™ HP DC Fast Charging Electric VehicleEV Autonomous Renewable Charger can provide a DC Fast Charge, so we believe we can compete in that market. Nevertheless, the demand for faster EV charging may increase in the future, requiring us to adjust our marketing and sales strategies. There is no assurance that our equipment will remain competitive in the market in the future, causing possible customer complaints and claims, and a loss of sales in the future.

We may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of component products that are used in our products or our cost of labor. The prices we pay for the principal items we use for the production of our products itsand materials are dependent primarily on current market prices. Our products may be impacted by commodity pricing factors, including the impact of tariffs, which in many cases are unpredictable and outside of our control. Any increased costs for materials and components used in our products could adversely affect our operating performance. Our cost of labor may be influenced by factors in certain market areas. Our hourly employees could be affected by wage rate increases in the federal or state minimum wage rates, wage inflation or local job market adjustments which could adversely impact our operating performance.

Our media branding and advertising strategy may not be profitable. We are able to equip certain of our EV ARC™ and Solar Tree®product platforms with digital advertising screens with content that can be controlled directly, and in some cases, remotely. We may also sell other forms of media across our product platforms, such as naming rights or sponsorship deals, as well as traditional fixed media. There is no assurance that the revenue model crafted for this capability will be successful or profitable or will not result in operating losses or rejection by government regulators or consumers. Sponsors and advertisers for the service may not materialize or be willing to pay the rates sought by us or our customers.

Our business may be impacted adversely affected by changes in the availability to our customers of rebates, tax credits and other financial incentives,incentives thethat reduction, elimination or uncertainty of which would reducesupport the demand for our products. ManyDemand statesfor offerour substantialproducts is influenced in part by the availability of federal, state and local incentives tothat offset the cost ofsupport solar power systems, battery storage systems and EV charging infrastructure. These incentives can take many forms, including direct rebates, state tax credits, system performance payments and Renewable Energy Credits (RECs).and Moreover,favorable the federal government currently offers a 30% tax credittreatment, forsuch theas installationaccelerated ofdepreciation. solar power systems and associated energy storage systems. This credit is in effect until 2032. There are additional federal grants available that encourage renewable investment. Businesses may also elect to accelerate the depreciation on their systems in the first year of ownership.. Uncertainty about the introduction of, reduction in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to some of our customers, potentially resulting in significant reductions in demand for our products from non-governmental customers, which would negatively impact our sales. As a result, our business, financial condition and results of operations could be materially adversely affected.

Compliance with new and existing environmental laws and rules is required. Compliance with new and existing environmental laws and rules could significantly increase construction and start-up costs for our customers, deterring customers from purchasing a small sub-set of our products and services. To install Beam’sBeam SolarGlobal’s Tree®BeamSpot™ or certain other smart cities products, our customers may be required to obtain and comply with a number of permitting requirements. As a condition of granting necessary permits, regulators could make demands that increase our customers’ expected costs of construction and operations, in which case they may delay or cancel delivery of certain sub-sets of our products. Environmental issues, such as contamination and compliance with applicable environmental standards could arise at any time during the construction and operation of a customer’s project. If this occurs, it could require a customer to spend additional resources to remedy the issues and may delay or prevent construction or operation of the project. This is why we have focused on the development of autonomous infrastructure products which do not require construction for their deployment.

The success of our product offering offerings may depend, in somepart, instanceson requireour theability availabilityto ofsecure suitable locations provided by municipalities or private owners of real estate. Our ability to sell branding opportunities or licenses could be highly dependent on the availability of real estate to locate our product, or municipal approval for visible branding. We cannot assure that these rights will be available to us in the future or will be available on terms acceptable to us. The lack of availability of these rights could have a material adverse effect on our results of operations and financial condition in our media business unit. We may operate part of our business in which leasing or licensing agreements with venues or municipalities are necessary, so the long-term success of this aspect of our business could depend upon our ability to initiate such agreements and to renew these agreements upon their termination. We cannot assure that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues.

Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail.Wefail. We maintain substantially all of our cash and cash equivalents in accounts with U.S. banks and financial institutions, including Bank of America and Silicon Valley Bank as a division of First Citizens Bank ("SVB"), and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. For example, on March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. The FDIC created a successor bridge bank, Silicon Valley Bridge Bank, N.A. (“SVBB”), and all deposits of SVB were transferred to SVBB under a systemic risk exception approved by the Federal Reserve, the U.S. Treasury Department, and the FDIC. While the Federal Reserve, the U.S. Treasury Department, and the FDIC announced in a joint statement on March 12, 2023 that all SVB deposits, including both insured and uninsured amounts, would be available in full to account holders, a similar failure of any of the financial institutions where we maintain our cash and cash equivalents could impact our ability to access uninsured funds in a timely manner or at all. There is no guarantee that the Federal Reserve Board, the U.S. Treasury Department and the FDIC will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity.

Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and similar laws associated with activities outside of the United States,U.S., could subject us to penalties and other adverse consequences. We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition, ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

We have identified a and continue to have material weaknessweaknesses in our internal controls over financial reporting. ThisThese material weaknessweaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline and raising capital could be more difficult. Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could significantly decline, and our business and financial condition could be adversely affected. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could decline significantly.

We have 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 General Services Administration (GSA) awarded Beam Global a federal blanket purchase agreement (BPA) in April 2022 which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems. WeIn Q2 2025, the contract was extended until October 31, 2030. Although this purchasing contract is not being regularly used by U.S. Federal government agencies, we have continuedmade sales to invest other non-Federal government entities in the U.S. using this contract vehicle and we believe that having this contract extended through 2030 and also having it made available to non-Federal government agencies has assisted us in closing sales in 2025 and will continue to assist in streamlining our federalselling businessprocesses channel,in which2026. hasTo helpedthe usextent to identifythe federal opportunitiesgovernment andresumes increased awarenessprocurement of ourelectric productvehicles and outreach with federal agencies. In the beginning of 2024, we saw strength in federal orders with a new order announced in January 2024 from the U.S. Army Corps of Engineers, Army Material Command (AMC) for $7.4 million. A number of federal tax incentives remain, like the 30% federal solar tax credit and Rule 179 accelerated depreciation, which provide strong financial incentives for many of our targeted commercial customers. In addition, there continues to be support for funding EV charging infrastructureinfrastructure, atwe believe this contract provides a streamlined and efficient channel to sell to the statefederal level.government, which operates the largest fleet in the world.

With our acquisitions of Amiga and Telcom, we now have a facility in Europe that can manufacture and sell Beam Global products for the European market. Europe is the largest market in the world for electric vehiclesEVs and is a strong proponent of clean energy. We believe there is a lot of potential for growth in this region. We also expect the electric vehicleEV market to continue to experience significant growth over the next decade as evidenced by 61 new electric vehicles that were launched in 2022 which will require additional EV charging infrastructure. We believe our products are uniquely positioned to benefit from this growth. 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. The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We believe that our sustainably energized EV ARCTM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.

Our energy security business 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 vehicleEV 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.

We are in development on our newest patented products which include- BeamSpot™, UAV ARCBeamFlight™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets. AmigaAmiga, now Beam Europe, 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.streetlighting. 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.

The Company reported a positive grossGross profit included non-cash depreciation and intangible amortization of $7.3approximately $3.0 million forin 2024,2025 comparedand to $1.2$3.2 million gross profit in 2023.2024. OurExcluding these non-cash items, adjusted gross margin improved asto a percentage of sales, year over year, and was 14.8% for 2024, up thirteen percentage points from the gross margin reported23.0% in 2023.2025 Thecompared increaseto was primarily because we have implemented cost improvements21.2% in late 2023 as a result of design changes to the EV ARCTM as well as operational improvements and positive margins generated from the acquisition of Amiga. Additionally, for the year ending December 31, 2024, 24.1% of ARC sales reflected the price increase implemented in 2023. Our gross profits included a negative impact of $3.2 million for non-cash depreciation and intangible amortization. Our gross margin net of non-cash items was 21.2%.2024. We expect to see our costs of goods sold continue to decreasecontinue to decline over time.time Weas havewe continuedcontinue to implement lean manufacturing process improvementsimprovements, engineering design changes and makingoperational engineeringefficiencies, changesas towell as recognizing synergies from our products which we expect to result in cost reductions.acquisitions. Many of the components thatand wesub-assemblies integrateintegrated into our products are manufactured by others.third parties. This approach is consistent with our strategy to take advantage ofleverage the investmentinvestments made by large andlarge, well-funded organizationssuppliers in theimproving improvement,performance and reducing costs, costs of variouskey components and sub-assembliescomponents, which we integrate into our finalfinished product.products. We continue to identifyevaluate opportunities to outsource additional components and sub-assemblies that where doing so may be more cost effective to outsource,cost-effective, which we believe maycould further reduce our manufacturing costs, increase ourimprove gross margins, and significantly increase the potential production output from our factory. WeFurthermore, expectwe believe we are seeing increase interest in our highly specialized energy storage products, which in many cases, result in revenues that come with higher gross profits. As these volumes increase, the receiptimpact of orders may be inconsistent quarter over quarter, however, we expect that in the longhigher term,gross ourmargin percentages from these revenues will grow asshould, we expandbelieve, our product offerings and geographic reach and because we expect to seehave a significantpositive increase in the demand for electric vehicle charging infrastructure. As such we do not anticipate significant pricing pressureimpact on our products.overall Thegross increaseprofit. Order timing may continue to result in demandquarter-to-quarter forvariability electricin vehicle charging infrastructure and, we believe,revenue over the long term, we expect revenue growth to be driven by expansion of our revenues, product offerings, increased geographic reach, and growth in demand for EV charging infrastructure, electrified transportation, and mobility energy storage and security and smart cities infrastructure products. We believe that increased demand, combined with theour cost-cuttingcost-reduction measuresinitiatives, describedwill above, lead uscontribute to believe that we will continue to seecontinued improvement in our gross margins inover the future.time. Beam Europe has the capability to perform severalcertain manufacturing and operational activities whichthat weare outsourcecurrently outsourced in the US.U.S. We believe that inIn combination with a generally less expensivelower operating cost environment in Serbia, we willbelieve bethis ablemay allow us to produce ourcertain products in Europe less expensivelyat a lower cost than in the U.S., even as we continue to reducepursue cost reductions in our costsU.S. in the U.S.operations.

Valuation of Share-Based Costs. We currentlymay haveissue share-based awards that include warrants, stock options, restricted stock awards, restricted stock units and performance stock units. We measure and recognize compensation expenses for all share-based payments based on an estimation of grant date fair value of our share-based awards. The fair value of stock options and the warrants are calculated using a Black-Scholes model which requires input of interest rates, stock volatility, stock prices, etc. Share-based compensation expense is then recognized based on an allocation of the fair value on a straight-line basis over the requisite service periods of the awards. The RSU and RSAs fair value is based on the market price of our common stock on the date of grant. The determination of the amount of share-based compensation expense for our performance stock units requires the use of certain estimates and assumptions that affect the amount of share-based compensation expense recognized in our consolidated statements of operations. For performance RSUs, at each reported period, we reassess the probability of the achievement of corporate performance goals to estimate the number of shares to be recorded as a liability. Stock compensation expense is a very large expense on our statement of operations and poor estimates could have a material effect on our financial statements.

Revenues. For the year ended December 31, 2024, our2025, revenues decreased 27%43% to $28.2 million compared to $49.3 million compared to $67.4 million for 2023. Although a decreasethe year over year, this was a 124% increase overended December 31, 20222024. revenueThe decrease in revenues was primarily due to a complete cessation of $22.0any million.federal orders for our products and the reversal of incentives for the purchase of EVs in the U.S. by the federal government. During the year ended December 31, 2024,2025, $15.5$1.1 million, or 32%approximately product4% sales,of weretotal revenue was derived from sales to Federalfederal customers.government Statecustomers and Local$6.8 governmentsmillion, customersor accountedapproximately for24% 30%was ofderived revenues.from state and local government customers. We continue to invest in sales, marketing and government relationrelations employees,personnel, resourcesas well as related programs and programsresources, to raiseincrease awareness of the benefits and value of our products. The receipttiming of orders may continue to be uneven due to the timing of customer approvalsapproval orprocesses and government budget cycles,cycles; howeverhowever, we believe that as EV adoption increases inand concertour withenergy increasedstorage availabilityand ofsecurity infrastructureand funding,smart cities products are increasingly adopted, our business willmay bebecome less impacted by specificvariability variations in orderthe timing.timing of individual orders.

For the year ended December 31, 2024,2025, our cash used in operating activities was $2.2$10.5 million compared to $13.3$2.2 million for the year ended December 31, 2023 Net loss of $11.3 million for the year ended December 31, 2024 was decreased by $3.7 million of non-cash expense items that included $3.7 million for depreciation and amortization, $3.6 million for stock-based compensation and $0.8 million in amortization of operating leases offset by $4.4 million for change in fair value of contingent consideration liabilities pertaining to the true-up of the earnout payment for Amiga.2024. Cash used in operations included a $0.9$3.3 million decrease in accounts payable, $0.6$1.1 million decrease in noncurrent liabilitiesliabilities, related to$0.6 themillion longdecrease termin deferred tax liability,liabilities, a $0.2$0.3 million decrease in accrued expenses related to short term taxes payable, $0.2$0.5 million increase in inventoryaccounts receivable, and $0.1 million increase in prepaid expenses and other current assets. In addition, cash provided by operations included $8.2$2.8 million decrease in accounts receivableinventory and $0.4$0.8 million increase in deferred revenue.

For the year ended December 31, 2025, cash generated by our financing activities was $7.5 million which included $7.8 million proceeds from the sale of common stock under our at-the-market (ATM) facility. For the year ended December 31, 2024, cash generated by our financing activities was $1.2 million which included $0.8 million proceeds from public warrant exercises, and $0.5 million from the sale of stock under our committed equity facility offset by $0.2 million usedtaxes forpaid restricted stock unit vesting. In 2023, cash generated by our financing activities was $27.7 million which included $25.4 million proceeds from a public offeringrelated to fund ournet acquisitionshare settlement of Amiga and for working capital, $2.1 million from the sale of stock under our committed equity facility and $0.2 million proceeds from public warrant exercises.awards.

On March 22, 2023, the Company entered into that certaina Supply Chain Line of Credit with OCI Limited (“OCI”), for a five-year term, whereby OCI may provide a supply chain line of credit in the amount of up to $100 million based on the amounts of approved accounts receivable of the Company (the “Credit Facility”). In order to request a drawdown on the Credit Facility, the Company is required to submit a transaction request to OCI which sets forth the terms of the applicable account receivables, including but not limited to the name of the party responsible for the applicable account receivables (the “Obligor”), the terms of repayment and the amount of such receivables. The Company has no obligation to submit a drawdown request and OCI is not obligated to accept any drawdown request from the Company. In the event OCI accepts a drawdown request of the Company and upon satisfaction of certain conditions required by OCI to issue the drawdown, OCI will disburse funds to the Company for such drawdown in an amount equal to the full value of the applicable account receivables assigned to OCI minus any transaction expenses incurred by OCI and the full amount of interest to be incurred for such receivables over the term of the drawdown. The Company will pay interest on any drawdown at the Secured Overnight Financing Rate +300 basis points. Upon the disbursement of funds to the Company for a drawdown, the Company will assign all rights to such account receivables of the Obligor to OCI. 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 Facility. Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the other party. To date, Beam Global has not drawn on this line of credit.

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 and the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. We cannot 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.

Beam is a sustainable technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, CaliforniaCalifornia, Yuma, Arizona, and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates (“UAE”). We develop, design, engineer, manufacture, and sell high-quality, rapidly-deployed and autonomous infrastructure products for electric vehicle (“EV”) and autonomous vehicle (“AV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact, unique 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. Additionally, we manufacture structures with integrated intelligence and electronics such as streetlighting, cell towers and energy infrastructure products 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). We further design, engineer and manufacture specialized power electronics including inverters, charge controllers, power supplies and LED lighting.

Revenues for the three months ended MarchJune 31,30, 2026 were $3.1$8.6 million, aan decreaseincrease of $3.2$1.5 million, compared to $6.3$7.1 million for the three months ended MarchJune 31,30, 2025. Revenues for the six months ended June 30, 2026 were $11.7 million, a decrease of $1.7 million compared to $13.4 million for the six months ended June 30, 2025. The Company believes the decline in revenue during the six months ended June 30, 2026, compared to the prior year, is primarily a function of order timing rather than a fundamental change in demand for its products. Historically, the first quarter is the Company’s lowest revenue period, as customer procurement processes, government budget cycles, and project approval timelines tend to be concentrated in later quarters.

As of MarchJune 31,30, 2026, the Company's backlog was approximately $9.0$5.4 million, ana increasedecrease of $3.0$3.6 million from $6.0$9.0 million as of DecemberMarch 31, 2025.2026. More than half ofDespite the backlogdecrease is attributable to our Smart Cities products, approximately one-third to its energy storage products, andin the balanceCompany's tobacklog EVfrom ARC™prior and related products.quarter, Management believes the strength of the current backlog iscontinues to be indicative of continued demanddemand, which we believe will lead to an improvement in revenue in subsequent quarters.

The composition of revenue shifted meaningfully during the period compared to the prior year period. International customers comprised 51%48% of revenue for the threesix months ended MarchJune 31,30, 2026 compared to 25%37% for the same period in 2025 as a result of our continued integrationsuccess of our SerbianEuropean acquisitions.expansion strategy.

Revenues from non-government commercial entities as a percentage of total revenue increased 48%7 percentage points year-over-year and represented 78%67% of total revenues for the threesix months ended MarchJune 31,30, 2026. Sales to federal,the U.S. federal government represented less than 1% of revenues while state and local governments represented 22%33% of revenues for the threesix months ended MarchJune 31,30, 2026 compared to 47%40% for the same period in 2025.

The Company believes that as electricits vehiclegeographic adoptionand continuesproduct todiversification expandstrategy matures and its products reach a larger and broader international audience, the impact of period-to-period order timing variability on reported revenues will diminish over time.

We continue to invest in sales personnel, marketing resources, and new product development, while also expanding our geographic footprint, with the goal of reducingreplacing reliance on large individual orders of our EV ARC™ product from federal agencies, while continuing to pursue those opportunities.

We have 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 Q2 2025, the contract was extended until October 31, 2030. Although this purchasing contract is not currently being regularly used by U.S. Federal government agencies, we have made sales to other non-Federal government entities in the U.S. using this contract vehicle and we believe that having this contract extended through 2030 and also having it made available to non-Federal government agencies has assisted us in closing sales in 2025 and will continue to assist in streamlining our selling processes in 2026. To the extent the federal government resumes procurement of electric vehicles and EV charging infrastructure, we believe this contract provides a streamlined and efficient channel to sell to the federal government, which operates the largest fleet in the world.

On November 12, 2025, the Company announced beingwas awarded a cooperative purchasing contract by Sourcewell, expanding it'sits offerings to U.S. military, state and local government agencies, and higher education institutions across North America. Sourcewell combines the purchasing power of over 50,000 participating public agencies, offering hundreds of awarded supplier contracts across public sector and educational organizations to procure the Company's sustainable infrastructure and energy storage solutions through a ready-to-use, negotiated, Sourcewell-vetted contract, streamlining the public purchasing process.

Our commercial, non-government, revenues increased as a percentage of our revenues from 53%60% to 78%67% from the first threesix months of 2025 compared to the first threesix months of 2026. 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 U.S. government zero emission vehicle policies. The new products we have brought to market offer values, which are also not dependent upon U.S. federal government investment.

We expect the electric vehicle market to continue to experience significant growth globally over the next decade, which will in turn increase demand for additional EV charging infrastructure. We believe we are positioned to benefit significantly from this growth. Additionally, we are in compliance with the Build America, Buy America Act (BABA), which ensures that our U.S. products are manufactured for our U.S. customers in the United States using a sufficient amount of domestically sourced materials. Furthermore,In Europe, we have obtained the CE mark (Conformité Européenne) for our EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, indicating that those products comply with applicable European Union health, safety and environmental protection requirements and may be freely traded within the European Economic Area. We believe these certifications strengthen our credibility, consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies. We also manufacture many products which are not related to EV charging such as our batteries, energy security and smart cities products. Although current federal policy priorities have reduced support for transportation electrification, the Company believes that domestic manufacturing, energy storage and energy security remain areas of potential federal and commercial demand. The Company believes its compliance with BABA may continue to support its competitive position as customers place greater emphasis on U.S.-manufactured critical infrastructure products.

With our acquisitions of Amiga and Telcom, we now have facilities in Europe that can manufacture and sell Beam Global products for the European market. Europe is the largest market in the world for EVs and is a strong proponent of clean energy. We believe there is a lot of potential for growth in this region. We also expect the EV market to continue to experience significant growth over the next decade which will require additional EV charging infrastructure. We believe our products are uniquely positioned to benefit from this growth. 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. The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We believe that our sustainably energized EV ARCTM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.

We are in development on our newest patented products which include- BeamSpot™, BeamFlight™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets. Amiga, now Beam Europe, 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 streetlighting. 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.product.

InOn June 20, 2025, Beam entered into a joint venture agreement with the Platinum Group L.L.C, a diversified, multi-billion-dollar conglomerate operating in energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services in the Emirate of Abu Dhabi, United Arab Emirates. Chaired by His Royal Highness, Sheikh Mohammed Sultan Bin Khalifa Al-Nahyan, the Platinum Group UAE is recognized for its well-established and trusted relationships across government and industry. Beam Global and the Platinum Group has formed a new entity, Beam Middle East LLC, a limited liability company in Abu Dhabi which will sell and manufacture Beam Global’s patented sustainable infrastructure solutions for transportation electrification, energy storage, energy security, and smart city development across the Middle East and African regions. We believe this joint venture marks a significant milestone in our global expansion strategy and positions us to capture growth in a region projected to invest over $1 trillion in renewable energy by 2030. Beam Middle East is headquartered in Masdar City, a pioneering sustainable urban community and world-class business and technology hub. Masdar City is located in Abu Dhabi, the capital of the United Arab Emirates, strategically positioned at the center of the country’s drive toward a net-zero greenhouse-gas emissions by 2050.

Comparison of Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Revenues. For the three months ended MarchJune 31,30, 2026, our revenues decreasedincreased 51%21% to $3.1$8.6 million compared to $6.3$7.1 million for the same period in 2025. Revenues derived from non-government, commercial entities represented 78%62% of total revenues for the three months ended MarchJune 31,30, 2026 compared to 53%66% for the three months ended MarchJune 31,30, 2025. During the three months ended MarchJune 31,30, 2026, $0.7 million, or 22%38% of product sales, were to federal, state and local government customers compared to 47%32% for the three months ended MarchJune 31,30, 2025.

The Company continues to invest in sales, marketing personnel, resources and programs to raise awareness of the benefits and value of its products. The receipt of orders may continue to be uneven due to customer procurement processes, project approval timelines and government and commercial budget cycles. However, the Company believes that continued growth in EV adoption, energy storage and security requirements, Smart Cities infrastructure needs and infrastructure funding may reduce the impact of period-to period variations in individual order timing over time.

The Company continues to seek to broaden its revenue base by expanding its customer mix, geographic reach and product applications beyond U.S. federal government sales. The Company believes its rapidly deployable infrastructure solutions may be well-positioned to address customer needs in theseglobal markets; however, there can be no assurance that these opportunities will offset reduced U.S. federal customer demand or that U.S. federal customer demand will return to prior levels.

Gross Loss (Profit).Profit. The Company reported a gross lossprofit of $0.4$1.5 million, representing a negative gross margin of 13.3%17.8% for the three months ended MarchJune 31,30, 2026, compared to a gross profit of $0.5$1.4 million, or a positive gross margin of 7.9%20.3% for the same period in 2025. Gross results for the three months ended MarchJune 31,30, 2026 and 2025 included non-cash charges of $0.5 million for depreciation and $0.2 million for amortization of intangible assets arising from the All-Cell acquisition. Gross resultsacquisition for theboth three months ended March 31, 2025 included non-cash charges of $0.6 million for depreciation and $0.2 million for amortization of intangible assets.periods. The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.

AdjustedOperating Expenses. Total operating expenses increasedwere by approximately $1.0$10.8 million for the threesix months ended MarchJune 31,30, 20262026, compared to $22.0 million for the same period in 2025. The increaseprior period included a non-cash goodwill impairment charge of $10.8 million and a stock grant of $1.4 million, while no such charges were recorded for the three months ended June 30, 2026. The decrease was primarily attributable to a $1.6 million increase in the provision for credit losses, partially offset by reductions in salaries and benefits, facilities, and other general and administrative expenses. The $1.6 million increase in the provision for credit losses relates to a single customer balance that became subject to reserve in accordance with the Company's policy. The Company maintains a positive working relationship with the single customer and will continue to work with the customer to collect the outstanding balance and create new revenue opportunities.

At MarchJune 30, 2026 and December 31, 2026,2025 we had cash balance of $2.0 million, compared to $1.0 million at December 31, 2025.million. We have historically met our cash needs through equity financings and through cash flow from operations. Our cash requirements are generally for operating activities and acquisitions.

Based on our current operating plan, we estimate that we will require approximately $3.0 million of cash to fund our operations and meet our obligations during the twelve months following the date these financial statements are issued. We expect to fund these requirements primarily from cash on hand and from cash generated by operations, including collection of our accounts receivable and sale of our existing inventory. At June 30, 2026, our working capital was $5.5 million. 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.

For the threesix months ended MarchJune 31,30, 2026, our cash used in operating activities was $2.3$4.8 million compared to $1.8$2.1 million for the threesix months ended MarchJune 31,30, 2025. Cash used in operations in the six months ended June 30, 2026 included a $0.1$0.4 million increase in prepaidaccounts expensesreceivable, andexcluding otherthe currentprovision assets,for $0.8credit losses, $0.6 million increasedecrease in inventory,deferred $0.3revenue, $0.7 million decrease in operating lease liability, $0.1 million decrease in sales tax payable,liability and $0.2$0.3 million decrease in other long-term liabilities. In addition, cashCash provided by operations included $1.7$0.2 million increasedecrease in accountsprepaid receivable,and $0.4other current assets, $1.2 million decrease in inventory, $0.1 million increase in accounts payable, $0.2$0.6 million increase in accrued expenses and $0.2$0.1 million in deferredsales revenue.tax payable.

Cash used in investing activities in the threesix months ended MarchJune 31,30, 2026 was $47$181 thousand and June 30, 2025 was $838 thousand mainly related to purchase of property and equipment. Cash usedequipment in investingboth activitiesyears, duringwith the three months ended March 31, 2025 of $70 thousand was primarily related to $54 thousand of equipment purchases, with remainder related to funding of patent costs.

For the threesix months ended MarchJune 31,30, 2026, and 2025, cash provided by our financing activities was $3.4$5.2 million and $2.2 million, respectively, mainly related to sale of common stock under the Sales Agreement with B. Riley. Cash used in financing activities during the three months ended March 31, 2025 of $15 thousand was related to repayments of a note payable of a vehicle lease.

Current assets decreased to $19.2$17.7 million at MarchJune 31,30, 2026 from $21.0 million at December 31, 2025, primarily due to a decrease of $3.5$1.5 million decrease in accounts receivablereceivable, which includes anreflects $1.8 million increase in the reserve for credit losseslosses, a $1.5 million decrease in inventory and a $0.4 million decrease in prepaid expenses and other current assets, partially offset by a $1.0$0.1 million increase in cash. Current liabilities increased to $13.0 million at March 31, 2026 from $12.1 million at December 31, 2025, due to increases of $0.3 million in accounts payable, $0.2 million in accrued expenses, $0.3 million in deferred revenue, and $0.2 million in operating lease liabilities partially offset by $0.1 million decrease in sales tax payable.

As a result, our working capital decreased $2.7$3.4 million to $6.2$5.5 million at MarchJune 31,30, 2026 from $8.9 million at December 31, 2025. The Company notes that $1.8 million of this decrease is attributable to the non-cash increase in the reserve for credit losses related to a single customer balance reserved in accordance with the Company's policy.

On April 11, 2025, wethe Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which weit may issue and sell shares of ourits common stock from time to time, at ourits option, through B. Riley as ourits sales agent, subject to certain terms and conditions. Upon ourits 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.the Company. B. Riley may also sell the shares of common stock in negotiated transactions, subject to ourthe Company's prior approval. Any shares sold will be sold pursuant to ourthe Company's effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 20252025, and November 13,14, 2025, which allows usthe Company to sell up to $15.6 million in shares of ourits common stock (the “ATM Prospectus Supplement”). WeThe Company will pay B. Riley a commission of up to 2.5%3% of the gross proceeds of the sale of any shares sold through B. Riley. As of MarchJune 31,30, 2026, the Company has $11.9$10.0 million remaining available for issuance and sale under the ATM Prospectus Supplement to the Company’s effective shelf registration statement on Form S-3.Supplement.