SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

On March 4, 2022, the Company completed its acquisition of AllCell Technologies, LLC (“AllCell”), a leader in energy storage solutions. This strategic acquisition is expected to increase and diversify our Company’s revenue, gross profitability, manufacturing capabilities, intellectual portfolio and customer base. The Company purchased substantially all of the assets and business of AllCell for 1,055,000 shares of Beam Common Stock (“Closing Consideration”) (on the closing date, based on the closing price of the Beam Common Stock of $13.61, such shares had a value of approximately $14.4 million) plus an additional $911,711 in cash for the net working capital of primarily inventory held by AllCell at closing. In addition, AllCell is eligible to earn an additional number of shares of Beam Common Stock if it meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of AllCell revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of AllCell 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate amount of shares of Common Stock that Buyer will issue to Seller for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares.

All of the Company’s Common Stock issued to AllCell to satisfy the Closing Consideration and any Earnout Consideration will be issued in a private placement and will be subject to transfer restrictions under the Securities Act of 1933, as amended. Beam has agreed to file a resale registration statement with the SEC to register the resale of up to $10.0 million of the Common Stock issued to AllCell for the Closing Consideration. Pursuant to the terms of the Purchase Agreement, AllCell agreed not to sell shares of Beam Common Stock (i) in an amount greater than four percent (4%) of the average weekly volume of shares of Beam Common Stock during any trading week and (ii) on more than three days in any week and (iii) in an amount greater than ten percent (10%) of the average daily trading volume on any trading day.

The acquisition of AllCell will be accounted for as a business combination using the acquisition method of accounting in the first quarter of 2022. Given the recent timing of the transaction close, we are in the process of estimating the fair value of the Earnout Consideration as well as the assets acquired and liabilities assumed in the business combination. As a result, we are currently unable to provide the estimate of the purchase consideration or the preliminary allocation of purchase consideration based on the acquisition date fair values of the assets acquired and liabilities assumed as well as other related information, including pro forma disclosures, determination of segments, reporting units, and the final amount of transaction costs, which will be included in the Quarterly Report on Form 10-Q for the three months ending March 31, 2022.