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
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 4.01 | Change in Registrant's Certifying Accountant. |
On January 3, 2024, Beam Global (the "Company") dismissed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company approved the decision to dismiss RSM, and it has commenced a process to appoint a new independent registered public accounting firm for the Company. The Company has authorized RSM to respond fully to all inquiries of the successor auditors, including the material weaknesses described below.
During the two fiscal years ended December 31, 2023 and through the date of this report on Form 8-K, there were: (1) no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” listed in paragraphs (a)(1)(v) (A) through (D) of Item 304 of Regulation S-K, except that (A) for the fiscal years ended December 31, 2022 and December 31, 2021, a material weakness existed in the Company’s internal control over financial reporting, as described in Item 9A to the Company’s annual report on Form 10-K for the years ended December 31, 2022 and December 31, 2021, respectively, as a result of the Company not having sufficient controls in place for the tracking and recording of inventory, which material weakness was also reflected in Item 4 of each of the Company’s quarterly reports on Form 10-Q filed by the Company since March 31, 2021, and (B) for the first quarter ended March 31, 2022, an additional material weakness existed in the Company’s internal control over financial reporting, as described in Item 4 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 relating to the effectiveness of controls for the valuation and calculation of the purchase price in connection with a prior business combination.
The audit reports of RSM on the Company’s financial statements as of and for the years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
The Company provided RSM with a copy of the foregoing disclosures and requested RSM to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of the letter furnished pursuant to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Company and Kathy McDermott, the Company’s former Chief Financial Officer, entered into a consulting agreement effective as of January 1, 2024, whereby Ms. McDermott will consult with the Company to assist and support the Company’s current Chief Financial Officer on an as-needed basis. The Company will pay Ms. McDermott $225 per hour for her consulting services. The consulting agreement will terminate on March 31, 2024 and may be extended by mutual agreement of the Company and Ms. McDermott.
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit No. |
Description | |
| 16.1 | Letter from RSM US LLP to the Securities and Exchange Commission. | |
104 |
Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
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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: January 8, 2024 | By: | /s/ Lisa A. Potok |
| Name: | Lisa A. Potok | |
| Title: | Chief Financial Officer | |
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