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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 4, 2022

 

BEAM GLOBAL

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-53204   26-1342810
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

5660 Eastgate Drive, San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (858) 799-4583

 

___________________________________________________

(Former name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Securities registered pursuant to Section 12(b) of the Act:

   
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   BEEM   NASDAQ Capital Market
Warrants   BEEMW   NASDAQ Capital Market

 

 

   

 

 

Introductory Note

 

On March 7, 2022, Beam Global (the “Company”) filed a Current Report on Form 8-K/A (the “Initial Form 8-K”) reporting that on March 4, 2022, the Company completed its acquisition of certain assets (“Asset Acquisition”) of All Cell Technologies, LLC, an Illinois limited liability company.

 

In accordance with and as permitted by Section 9.01(a)(3) of Form 8-K, the Company is filing this amendment to the Initial Form 8-K to provide the required financial statements and pro forma financial information that were not filed with the Initial Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Financial Statements of Business Acquired

 

The audited financial statements of All Cell Technologies, LLC (“All Cell”) for the year ended December 31, 2021 and the related notes for such financial statements are attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

  (b) Pro Forma Financial Information

 

The unaudited pro forma condensed combined balance sheet as of December 31, 2021 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 and the related notes thereto, included as Exhibit 99.2 hereto and incorporated herein by reference

 

  (c) Exhibits

 

Exhibit

Number

  Description
23.1  

Consent of CohnReznick LLP

99.1  

Audited consolidated financial statements of All Cell Technologies, LLC for the year ended December 31, 2021

99.2   Unaudited pro forma condensed combined balance sheet and statement of operations of Beam Global as of December 31, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BEAM GLOBAL
     
Dated:  May 18, 2022 By: /s/ Katherine H. McDermott
  Name: Katherine H. McDermott
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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