UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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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
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 | ||
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On October 20, 2023, Beam Global (“Beam”) completed its previously announced acquisition of Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated October 6, 2023 (the “Purchase Agreement”) by and among Beam and the owners of Amiga (the “Sellers”). Amiga is a business located in Serbia and engaged in the manufacturing and distribution of steel structures with electronic integration, such as streetlights, cell towers, and ski lift towers. Pursuant to the terms of the Purchase Agreement, Beam acquired all the equity stock of Amiga from the Sellers in exchange for cash and common stock. With respect to the cash portion of the purchase price, Beam paid to the Sellers EUR 4,550,000 at closing and will pay the Sellers EUR 2,450,000 on or before December 31, 2023. With respect to the equity portion of the purchase price, Beam issued to the Sellers 277,383 shares of our common stock and, on or before December 31, 2023, will issue to the Sellers an additional 149,360 shares of our common stock.
The Sellers are eligible to earn additional shares of our common stock if such Seller is providing services to Beam and Amiga meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”). The Earnout Consideration that Sellers are eligible to receive for 2024 is equal to two times the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than EUR 13,500,000 for 2024. The Earnout Consideration that Sellers are eligible to receive for 2025 is equal to (i) two times the amount of Amiga Net Revenue for 2025 that exceeds the greater of (i) EUR 18,225,000 or (ii) 135% of the Amiga Net Revenue for 2024. The Earnout Consideration for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days prior to the end of the applicable measurement period. In no event and under no circumstances will the Sellers receive from Beam or will Beam issue to the Sellers an amount of our common stock that exceeds 19.99% of the total outstanding common stock of Beam immediately prior to the closing.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and incorporated in Item 2.01 of this Current Report on Form 8-K by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The issuance and sale of the shares of Beam common stock to the Sellers pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On October 24, 2023, Beam issued a press release announcing the closing of the acquisition of Amiga. A copy of the press release is attached hereto as Exhibit 99.1.
This Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit Number |
Description | |
|
2.1 |
Share Sale and Purchase Agreement dated October 6, 2023 (incorporated by reference to Exhibit 10.1 of Beam’s Current Report filed on October 6, 2023). | |
| 99.1 | Press Release dated October 24, 2023 | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) |
| 2 |
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: October 24, 2023 | By: | /s/ Katherine H. McDermott |
| Name: | Katherine H. McDermott | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
BEAM GLOBAL CLOSES ACQUISITION OF EUROPE BASED AMIGA, CREATES BEAM EUROPE
Acquisition Marks Beam Global’s Entry
into European Market and Adds Significant Manufacturing, Engineering, and Sales and Marketing Resources
SAN DIEGO, CA – October 24, 2023 – Beam Global, (Nasdaq: BEEM, BEEMW) (“Beam Global” or the “Company”), a leading provider of innovative sustainable products and technologies for electric vehicle (EV) charging, energy storage, energy security and outdoor media, today announced the closing of the acquisition of Europe based Amiga DOO Kraljevo (“Amiga”), an established manufacturer of specialized structures and equipment including street lights, communications and energy infrastructure, whose manufacturing, engineering and sales teams serve municipalities, states and commercial customers in 16 nations.
Acquisition Expands Market Reach, Product Development and Capacity
Beam Global expects that the acquisition of Amiga which will be re-branded as Beam Europe will fast track its growth into the European market. This market offers excellent opportunities for our off-grid, zero construction/electrical work products because:
| · | the EU has mandated a transition to zero emission vehicles by 2035; | |
| · | the EU is heavily focused on green and sustainable energy and has committed to a net-zero energy infrastructure by 2050; | |
| · | the war in Ukraine has focused the EU on energy security and home-grown renewable sources; and | |
| · | the historic aging of streets and infrastructure make it more complicated to deploy grid-tied EV charging solutions than is the case in much of the United States. |
The Company believes that Beam Global’s current and future suite of products are ideally suited for deployments in the EU because they require no construction or electrical work, are renewably energized and do not rely on the utility grid for electricity. The Company also believes the acquisition will increase barriers to entry for future competition and advance Beam Global’s position as a leader in the green economy.
“Beam Global’s team in the U.S. and in Europe has spent eleven months in due diligence and negotiations to reach the closing of this excellent transaction,” said CEO of Beam Global Desmond Wheatley. “I am confident that we have arrived at a deal which is well priced and structured to ensure that all key players remain engaged and focused on the growth of Beam Europe. We intend to continue the growth of Amiga’s legacy business while aggressively expanding sales in what I believe is the market with the greatest opportunities for our patented, renewably energized EV charging infrastructure and energy storage products. Our new European team has 30 years of experience in manufacturing and selling to excellent customers in 16 nations – just the sort of customers who we believe will require EV charging infrastructure products in the coming months and years. They are fully engaged and already enthusiastically working with our U.S based teams. I am impressed with the quality of education and work ethic possessed by our Beam Europe team. We are entering a new and, in my opinion, most exciting era yet in the Beam Global story.”
Amiga to be Rebranded as Beam Europe
Amiga was founded in 1990, has approximately 210 employees and engineering, product development and manufacturing capabilities, which Beam Global believes are ideally suited to perfect and manufacture the Company’s current products for the European market. Amiga is one of Europe’s leading manufacturers of street lights and is well positioned to bring Beam Global’s patented EV Standard™ to market both in Europe and the U.S. Amiga’s team of qualified engineers will be integrated with Beam Global’s current team, providing a valuable enhancement and acceleration of product development cycles and a reduced requirement for Beam Global to add engineering headcount in the U.S.
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Amiga reported over EUR 8.5M in revenue in 2022, generates positive cash-flows and is growing organically. Beam Global expects the acquisition to be accretive and the Company is planning for significant growth with Beam Europe’s combination of Amiga’s current business and Beam Global’s suite of clean-tech products.
According to Whichcar.com, Europe has approximately 405 million cars compared to approximately 290 million in the U.S. and 319 million in China based on CEIC data. In June of 2022, the European Parliament backed the European Commission’s proposal of zero emissions from new cars and vans by 2035. The EU has committed to reaching net-zero emissions from energy infrastructure by 2050. Beam Global views expansion into the European market as a major opportunity for growth.
About Beam Global
Beam Global is a clean technology leader providing innovative, sustainable products and technologies for electric vehicle (EV) charging, energy storage, energy security and outdoor media. Core platforms include Beam EV ARC™ and Solar Tree® sustainable EV charging systems, Beam AllCell™ high-performance energy storage solutions, energy resiliency and disaster preparedness products and a deep patent library.
Beam EV ARC™ EV charging infrastructure systems support any quality brand EV charging service equipment, and Beam AllCell™ battery solutions power micro-mobility, terrestrial EVs, aviation, maritime and recreational vehicles as well as stationery and energy-security platforms.
Beam develops, patents, designs,
engineers and manufactures unique and advanced clean mobility solutions that protect the environment, save customers time and money, empower
communities and keep people moving. Based in San Diego and Chicago, the company produces Made-in-America products with the mission to
Lead the World to Clean Mobility. Beam Global is listed on Nasdaq under the symbols BEEM and BEEMW. For more information visit BeamForAll.com,
LinkedIn, YouTube and Twitter.
Forward-Looking Statements
This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements
of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,”
“project,” “predict,” “believe,” “expect,” “anticipate,” “target,”
“plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,”
or other words and similar expressions that convey the uncertainty of future events or results. These
statements relate to future events or future results of operations, including, but not limited to the following statements: statements
regarding the acquisition of Amiga, its expected benefits, and the anticipated future financial performance as a result of the acquisition. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global's actual
results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly
disclaims any obligation to update any forward-looking statements.
# # #
Media Contact:
Skyya PR
+1 651-335-0585
Press@BeamForAll.com
Investor Relations:
Core IR
+1 516-222-2560
IR@BeamForAll.com
| 2 |
Cover |
Oct. 20, 2023 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 20, 2023 |
| Entity File Number | 000-53204 |
| Entity Registrant Name | BEAM GLOBAL |
| Entity Central Index Key | 0001398805 |
| Entity Tax Identification Number | 26-1342810 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 5660 Eastgate Drive |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92121 |
| City Area Code | (858) |
| Local Phone Number | 799-4583 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock [Member] | |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | BEEM |
| Security Exchange Name | NASDAQ |
| Warrants | |
| Title of 12(b) Security | Warrants |
| Trading Symbol | BEEMW |
| Security Exchange Name | NASDAQ |
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