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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Period ended
OR
For the transition period from _________________ to ________________
Commission File Number
Beam Global
(Exact name of Registrant as specified in its charter)
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(I.R.S. Employer Identification Number) |
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(Registrant’s telephone number, including area code)
_____________________________________________
(Former name, former address and formal fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange in which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company under Rule 12b-2 of the Exchange Act. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
| 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of registrant's shares of common stock, $0.001 par value, issuable and outstanding as of August 17, 2026 was
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| PART I |
3 | |
| Item 1. |
3 | |
| Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 |
3 | |
| 4 | ||
| 5 | ||
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 |
6 | |
| 7 | ||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
| Item 3. |
27 | |
| Item 4. |
28 | |
| PART II |
29 | |
| Item 1. |
29 | |
| Item 1A. |
29 | |
| Item 2. |
29 | |
| Item 3. |
29 | |
| Item 4. |
29 | |
| Item 5. |
29 | |
| Item 6. |
30 | |
| 31 |
Item 1. Financial Statements
Beam Global
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
| June 30, |
December 31, |
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| 2026 |
2025 |
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| (Unaudited) |
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| Assets |
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| Current assets |
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| Cash |
$ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ and $ |
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| Prepaid expenses and other current assets |
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| Inventory, net |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease right of use assets |
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| Intangible assets, net |
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| Deposits |
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| Total assets |
$ | $ | ||||||
| Liabilities and Stockholders' Equity |
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| Current liabilities |
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| Accounts payable |
$ | $ | ||||||
| Accrued expenses |
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| Sales tax payable |
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| Deferred revenue, current |
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| Note payable, current |
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| Contingent consideration, current |
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| Operating lease liabilities, current |
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| Total current liabilities |
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| Deferred revenue, noncurrent |
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| Note payable, noncurrent |
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| Other liabilities, noncurrent |
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| Deferred tax liabilities, noncurrent |
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| Operating lease liabilities, noncurrent |
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| Total liabilities |
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| Commitments and contingencies (Note 8) |
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| Stockholders' equity |
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| Preferred stock, $ par value, authorized, outstanding as of June 30, 2026 and December 31, 2025 |
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| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
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| Additional paid-in-capital |
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| Accumulated deficit |
( |
) | ( |
) | ||||
| Accumulated Other Comprehensive Income (AOCI) |
( |
) | ||||||
| Total stockholders' equity |
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| Total liabilities and stockholders' equity |
$ | $ | ||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
Condensed Consolidated Statement of Operations and Comprehensive Loss
(Unaudited, in thousands except per share data)
| Three Months Ended |
Six Months Ended |
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| June 30, |
June 30, |
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| 2026 |
2025 |
2026 |
2025 |
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| Revenues |
$ | $ | $ | $ | ||||||||||||
| Cost of revenues |
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| Gross profit |
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| Operating expenses |
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| Impairment of goodwill |
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| Loss from operations |
( |
) | ( |
) | ( |
) | ( |
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| Other (expense) income |
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| Interest income |
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| Other (expense) income |
( |
) | ( |
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| Interest expense |
( |
) | ( |
) | ( |
) | ( |
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| Total Other (expense) income |
( |
) | ( |
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| Net Loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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| Net foreign currency translation (expense) benefit |
( |
) | ( |
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| Total Comprehensive Loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net Loss per share - basic/diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average shares outstanding - basic/diluted |
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The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited, in thousands)
| Additional | Accumulated Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Comprehensive | Stockholders' | ||||||||||||||||||||
| Stock | Amount | Capital | Deficit | Income | Equity | |||||||||||||||||||
| Balance at December 31, 2025 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Stock issued for director services - vested |
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| Stock issued to (released from) escrow account - unvested |
( |
) | ||||||||||||||||||||||
| Employee stock-based compensation expense |
215 | |||||||||||||||||||||||
| Impact of foreign currency translation |
- | ( |
) | ( |
) | |||||||||||||||||||
| Sale of stock under ATM agreement |
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| Net loss |
- | ( |
) | ( |
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| Balance at March 31, 2026 |
( |
) | ( |
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| Stock issued for director services - vested |
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| Stock issued to (released from) escrow account - unvested |
( |
) | ||||||||||||||||||||||
| Settlement of earnout related to acquisition |
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| Employee stock-based compensation expense |
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| Impact of foreign currency translation |
- | ( |
) | ( |
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| Sale of stock under ATM agreement |
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| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| Balance at December 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Stock issued for director services - vested |
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| Stock issued to (released from) escrow account - unvested |
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| Employee stock-based compensation expense |
- | |||||||||||||||||||||||
| Impact of foreign currency translation |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance at March 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
| Stock issued for director services - vested |
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| Stock issued to (released from) escrow account - unvested |
( |
) | ||||||||||||||||||||||
| Settlement of earnout related to acquisition |
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| Employee stock-based compensation expense |
- | |||||||||||||||||||||||
| Stock based compensation |
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| Impact of foreign currency translation |
- | |||||||||||||||||||||||
| Sale of stock under ATM agreement |
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| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Six Months Ended June 30, |
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| 2026 |
2025 |
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| Operating Activities: |
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| Net loss |
$ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation and amortization |
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| Provision on credit losses |
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| Change in fair value of contingent consideration liabilities |
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| Impairment of goodwill |
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| Stock-based compensation |
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| Disposal of property and equipment |
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| Amortization of operating lease right of use asset |
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| Changes in assets and liabilities: |
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| (Increase) decrease in: |
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| Accounts receivable |
( |
) | ||||
| Prepaid expenses and other current assets |
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| Inventory |
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| Deposits |
( |
) | ( |
) | ||
| Increase (decrease) in: |
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| Accounts payable |
( |
) | ||||
| Accrued expenses |
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| Operating lease liability |
( |
) | ||||
| Sales tax payable |
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| Deferred revenue |
( |
) | ( |
) | ||
| Other long term liabilities |
( |
) | ( |
) | ||
| Net cash used in operating activities |
( |
) | ( |
) | ||
| Investing Activities: |
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| Purchase of property and equipment |
( |
) | ( |
) | ||
| Funding of patent costs |
( |
) | ( |
) | ||
| Net cash used in investing activities |
( |
) | ( |
) | ||
| Financing Activities: |
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| Proceeds from sale of common stock under ATM agreement, net of offering costs |
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| Repayments of note payable |
( |
) | ||||
| Net cash provided by (used in) financing activities |
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| Effect of exchange rate changes |
( |
) | ( |
) | ||
| Net increase (decrease) in cash |
( |
) | ||||
| Cash at beginning of period |
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| Cash at end of period |
$ | $ | ||||
| Supplemental Disclosure of Cash Flow Information: |
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| Cash paid for interest |
$ | $ | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: |
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| Right-of-use assets obtained in exchange for lease liabilities |
$ | $ | ||||
| Settlement of earnout related to acquisition |
$ | $ | ||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations
References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.
Beam is a sustainable technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California, 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 and autonomous vehicle (“EV and AV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and 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 street lighting, 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.
Our charging products are rapidly deployed without the need for construction or electrical work. Our sustainable technology products are designed to replace an electrical installation process with an easy, robust and reliable product at a low cost of total ownership.
We provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient. Our battery management systems (BMS), and associated thermal packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.
Our streetlighting and other street furniture products are mass produced in our factories in Serbia and have been sold in 18 nations globally.
Beam's renewable energy infrastructure products and proprietary technology solutions target the following markets:
| ● |
EV and AV charging infrastructure; |
| ● |
Smart Cities infrastructure; |
| ● |
Energy storage solutions; |
| ● |
Energy security and disaster preparedness; |
| ● |
Transportation infrastructure products; and |
| ● |
Power electronics and telecommunications equipment |
Basis of Presentation
The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and six months ended June 30, 2026 and 2025, and our financial position as of June 30, 2026, have been made. All amounts are presented in thousands if otherwise noted. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2025. The December 31, 2025 balance sheet is derived from those statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for certain expected credit losses, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.
Recent Accounting Pronouncements
Recently adopted pronouncements
In November 2024, the FASB issued ASU 2024-04, "Debt with Conversion and Other Options" (“ASU 2024-04”), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company adopted this ASU prospectively on January 1, 2026. The adoption had no impact on its consolidated financial statements.
Recent pronouncement not yet adopted
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s disclosure update and simplification initiative issued in August 2018. The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoptions prohibited. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses." This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements, to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in ASU 2025-11 result in a comprehensive list of interim disclosures that are required by GAAP. The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The amendments in ASU 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the disclosure impact that ASU 2025-11 may have on its financial statement presentation and disclosures.
Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Concentrations
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable.
The Company maintains its cash in banks and financial institutions deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through June 30, 2026. As of June 30, 2026, approximately $
Major Customers
For the three months ended June 30, 2026, customers accounted for
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
| June 30, | December 31, | |||||||
| 2026 |
2025 |
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| Assets - Serbia |
$ | $ | ||||||
| Assets - U.S. |
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| Assets - UAE |
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| Total Assets |
$ | $ | ||||||
| Liabilities - Serbia |
$ | $ | ||||||
| Liabilities - U.S. |
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| Liabilities - UAE |
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| Total Liabilities |
$ | $ | ||||||
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
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| Sales - Serbia |
$ | $ | $ | $ | ||||||||||||
| Sales - U.S. |
||||||||||||||||
| Sales - UAE |
||||||||||||||||
| Total Revenues |
$ | $ | $ | $ | ||||||||||||
| Net Income/(Loss) - Serbia |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Net Income/(Loss) - U.S. |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net Income/(Loss) - UAE |
||||||||||||||||
| Total Net Loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Accounts Receivable
The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, the Company’s historical write-off experience, net of recoveries, and economic conditions. Exposure to losses from receivables is expected to vary by customer due to the financial condition of each customer. The Company estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. A summary of the allowance for credit losses at June 30, 2026 and the year ended December 31, 2025:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Allowance for credit losses: |
||||||||
| Beginning of period |
$ | $ | ||||||
| Net provision for credit losses |
||||||||
| (Charge-offs)/recoveries, net |
( |
) | ||||||
| End of Period |
$ | $ | ||||||
Fair Value Measurement
The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.
The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.
The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.
The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference in fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.
For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of June 30, 2026. The Company had no Level 3 liabilities as of June 30, 2026. There were no transfers between levels during the reporting period.
| Level 1 |
Level 2 |
Level 3 |
||||||||||
| Contingent Consideration as of December 31, 2025 |
$ | |||||||||||
| Additions |
||||||||||||
| Settlements |
( |
) | ||||||||||
| Contingent Consideration as of June 30, 2026 |
$ | |||||||||||
Significant Accounting Policies
During the six months ended June 30, 2026, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
The following outstanding shares of dilutive instruments as of June 30, 2026 and 2025 were not included in the computation of diluted loss per share:
| June 30, |
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| 2026 |
2025 |
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| Stock Options |
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| Warrants ($17.00 exercise price) |
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| Total Shares |
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Segments
The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment.
| 2. |
LIQUIDITY |
The Company had net loss of $
The Company had net cash used in operating activities of $
At June 30, 2026, the Company had a cash balance of $
In March 2023, the Company entered into a supply chain line of credit agreement with OCI Group for up to $
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which it may issue and sell shares of its common stock from time to time, at its option, through B. Riley as its sales agent, subject to certain terms and conditions. Upon the Company's 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 the Company. B. Riley may also sell the shares of common stock in negotiated transactions, subject to the Company's prior approval. Any shares sold will be sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 2025, and November 14, 2025, which allows the Company to sell up to $
Although the Company is focused on achieving profitability through revenue growth, improved gross margins and operating leverage, the Company expects to continue to incur losses for a period of time. The Company may seek additional capital to finance its operations, support working capital needs and execute its business strategy, including through equity or debt financings or other strategic transactions. There can be no assurance that the Company will achieve profitable operations or that additional capital or debt financing will be available when needed, on favorable terms, or at all. Any additional financing, if obtained, may not be sufficient to meet its obligations or support its long-term business strategy. In addition, any equity financing, debt financing with an equity component, or other strategic transactions could result in significant dilution to the Company's stockholders.
| 3. |
PREPAIDS AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets are summarized as follows:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Vendor prepayments |
$ | $ | ||||||
| Prepaid insurance |
||||||||
| Other |
||||||||
| Total prepaid expenses and other current assets |
$ | $ | ||||||
| 4. |
INVENTORY, NET |
Inventories are stated at the lower of cost and net realizable value. Costs are determined using the first in-first out (FIFO) method. Inventory is presented net of a reserve for excess and obsolete inventory of $
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Finished goods |
$ | $ | ||||||
| Work in process |
||||||||
| Raw materials |
||||||||
| Total inventory, net |
$ | $ | ||||||
| 5. |
PROPERTY AND EQUIPMENT |
Property and equipment consist of the following:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Office furniture and equipment |
$ | $ | ||||||
| Computer equipment and software |
||||||||
| Land, buildings and leasehold improvements |
||||||||
| Autos |
||||||||
| Machinery and equipment |
||||||||
| Total property and equipment |
||||||||
| Less accumulated depreciation |
( |
) | ( |
) | ||||
| Property and Equipment, net |
$ | $ | ||||||
Depreciation expense during the three months ended June 30, 2026 and 2025 was $
Depreciation expense recognized in Cost of Revenues for the three months ended June 30, 2026 and 2025 was $
| 6. |
GOODWILL AND INTANGIBLE ASSETS |
The Company recorded a goodwill impairment charge of $
Intangible assets, net, as of June 30, 2026 and December 31, 2025 consists of the following:
| June 30, 2026 |
||||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Weighted-average Amortization Period (yrs) |
|||||||||||||
| Developed technology |
$ | $ | ( |
) | $ | |||||||||||
| Trade name |
( |
) | ||||||||||||||
| Customer relationships |
( |
) | ||||||||||||||
| Backlog |
( |
) | ||||||||||||||
| Patents |
( |
) | ||||||||||||||
| Intangible assets |
$ | $ | ( |
) | $ | |||||||||||
| December 31, 2025 |
|||||||||||||||
| Gross Carrying Amount | Accumulated Amortization |
Net Carrying Amount | Weighted-average Amortization Period (yrs) |
||||||||||||
| Developed technology |
$ | $ | ( |
) | $ | ||||||||||
| Trade name |
( |
) | |||||||||||||
| Customer relationships |
( |
) | |||||||||||||
| Backlog |
( |
) | |||||||||||||
| Patents |
|
( |
) | ||||||||||||
| Intangible assets |
$ | $ | ( |
) | $ | ||||||||||
Amortization expense for the three months ended June 30, 2026, and 2025 was $
Total estimated amortization on the Company’s intangible assets for each of the years ending December 31, 2026 through 2030 and thereafter is as follows:
| Calendar Years |
Amortization Expense | |||
| Remaining 2026 |
$ | |||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| Thereafter |
||||
| $ | ||||
| 7. |
ACCRUED EXPENSES AND LONG-TERM LIABILITIES |
The major components of accrued expenses and long-term liabilities are summarized as follows:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Accrued Expenses: |
||||||||
| Accrued salaries and bonus |
$ | $ | ||||||
| Accrued vacation |
||||||||
| Vendor accruals |
||||||||
| Accrued warranty |
||||||||
| Other accrued expense |
||||||||
| Total accrued expenses |
$ | $ | ||||||
| Other Long-Term Liabilities: |
||||||||
| Long-term deferred tax liability |
$ | $ | ||||||
| Acquired long-term liability |
||||||||
| Total other long-term liabilities |
$ | $ | ||||||
Acquired long-term liability of $
| 8. |
COMMITMENTS AND CONTINGENCIES |
Legal Matters:
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time. As of June 30, 2026, after consulting with legal counsel, management believes there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
| 9. |
LEASES |
On September 1, 2020, the Company entered into a -year operating lease for its headquarters building in San Diego, California. The term of that lease was extended until February 28, 2026 and subsequently until September 30, 2026. The agreement provided that the landlord may terminate the lease upon ninety (90) days’ prior written notice to the Company. On April 27, 2026, the landlord exercised its right to terminate the lease for San Diego. The lease terminated on July 26, 2026. The termination did not result in any termination penalties to the Company, and the Company does not have any ongoing obligations under the lease following the termination date. See Subsequent Events.
On June 17, 2026, the Company entered into a -year operating lease for approximately
The Company has additional factory locations in Broadview, Illinois; Belgrade and Kraljevo in Serbia; and a sales and administration office in Abu Dhabi, United Arab Emirates.
The table below summarizes the Company’s lease related assets and liabilities as of June 30, 2026 and December 31, 2025:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Lease assets |
$ | $ | ||||||
| Lease liabilities |
||||||||
| Current operating lease liabilities, included in current liabilities |
$ | $ | ||||||
| Noncurrent operating lease liabilities, included in long-term liabilities |
||||||||
| Total Lease liabilities |
$ | $ | ||||||
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date.
The future rental commitments for our operating leases are as follows:
| 2026 |
$ | |||
| 2027 |
||||
| 2028 |
||||
| Thereafter |
||||
| Total undiscounted future minimum payments |
||||
| Less imputed interest |
( |
) | ||
| Total lease liability |
$ |
The weighted average remaining lease term and weighted average discount rate for our operating leases as of June 30, 2026 are as follows:
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % |
| 10. |
INCOME TAXES |
There was Federal income tax expense for the six months ended June 30, 2026 or 2025 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. As of June 30, 2026, benefit has been provided for the quarter-to-date and year-to-date loss. On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance.
| 11. |
STOCKHOLDERS’ EQUITY |
At Market Issuance Sales Agreement
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which the Company has the right, but not the obligation, to sell shares of its common stock having an aggregate offering price of up to $
Stock Options
Stock options may be granted to new and existing employees and other eligible participants under the Company’s equity incentive plan. New employee option grants generally have a term of years and vest ratably over years.
Option activity for the six months ended June 30, 2026 is as follows:
| Weighted |
||||||||
| Average |
||||||||
| Number of |
Exercise |
|||||||
| Options |
Price |
|||||||
| Outstanding at December 31, 2025 |
$ | |||||||
| Granted |
||||||||
| Forfeited |
( |
) | ||||||
| Outstanding at June 30, 2026 |
$ | |||||||
| Vested and Exercisable at June 30, 2026 |
$ | |||||||
Vested and Exercisable at June 30, 2026 represents vested options that are below the closing price on June 30, 2026 of $
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock based on our historical volatility. The Company uses the simplified method to estimate the expected term. The expected term of stock options granted to employees is equal to the contractual term of the option award. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate.
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the six months ended June 30, 2026.
| Six Months Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Expected volatility |
|
|
||||||
| Expected term (Years) |
|
|
||||||
| Risk-free interest rate |
|
|
||||||
| Weighted-average FV |
$ |
$ |
||||||
The Company’s stock option compensation expense was $
On June 4, 2025, the Compensation Committee recommended and approved a one-time stock award of
Restricted Stock Units
There were
Restricted Stock Awards
The Company issues restricted stock awards to non-employee members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vesting. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.
A summary of activity of the restricted stock awards for the six months ended June 30, 2026:
| Shares |
Weighted Average Grant Date Fair Value | |||||||
| Nonvested at December 31, 2025 |
$ | |||||||
| Granted |
||||||||
| Vested |
( |
) | ||||||
| Nonvested at June 30, 2026 |
$ | |||||||
Stock compensation expense related to restricted stock awards was $
As of June 30, 2026, there were unvested shares of common stock representing $
Warrants
During the six months ended June 30, 2026, the Company had an outstanding warrant to purchase up to
A summary of activity of warrants outstanding for the six months ended June 30, 2026 is as follows:
| Number of Warrants |
Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2025 |
$ | |||||||
| Granted |
||||||||
| Expired |
||||||||
| Exercised |
||||||||
| Outstanding at June 30, 2026 |
$ | |||||||
| Exercisable at June 30, 2026 |
$ | |||||||
Outstanding warrants at June 30, 2026 have a weighted average remaining contractual life of
| 12. |
REVENUES |
For each of the identified periods, revenues are categorized as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Product sales |
$ | $ | $ | $ | ||||||||||||
| Maintenance fees |
|
|||||||||||||||
| Professional services |
|
|||||||||||||||
| Shipping and handling |
|
|||||||||||||||
| Discounts and allowances |
( |
) |
- |
( |
) | |||||||||||
| Total revenues |
$ | $ | $ |
$ | ||||||||||||
The following table disaggregates revenue from our clients by significant geographic area for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| United States |
$ | $ | $ | $ | ||||||||||||
| Serbia |
||||||||||||||||
| Romania |
||||||||||||||||
| Croatia |
||||||||||||||||
| Montenegro |
||||||||||||||||
| Bosnia |
||||||||||||||||
| Other |
||||||||||||||||
| Total revenue |
$ | $ | $ | $ | ||||||||||||
During the three and six months ended June 30, 2026 less than
At June 30, 2026 and 2025, deferred revenues were $
The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.
The following table provides the activity for the contract liabilities recognized:
| Six Months Ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Beginning Balance |
$ | $ | ||||||
| Additions |
||||||||
| Recognized in revenue |
( |
) | ( |
) | ||||
| Ending Balance |
$ | $ | ||||||
| 13. |
SEGMENT REPORTING |
The Company has a reportable segment focused on providing innovative energy, mobility and smart cities technology products. The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability. The CODM is not regularly provided with specific segment expenses, but focuses on revenue, gross profit, and net income. Expense information, including cost of sales, can be easily computed from the information provided. These segment (and consolidated) measures of profitability are shown in the statements of operations. The measure of segment assets are reported on the balance sheets as total assets.
| 14. |
RISKS AND UNCERTAINTIES |
The impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, including conflicts and instability in the Middle East, and changes in trade policy, including the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in global economic uncertainty and a slowdown in economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients and as a result, those provided by the Company, while also disrupting supply channels, sales channels, transportation routes, customer procurement processes and marketing activities for an unknown period of time. In particular, escalation of hostilities involving Iran, Israel, the United States, regional governments or regional proxy groups could adversely affect regional stability, disrupt shipping lanes, impair access to ports and transportation routes, increase fuel, freight, insurance and security costs, and delay or prevent the movement of components and finished products. Armed conflict, maritime attacks, vessel seizures, blockades, port closures, sanctions, export controls, customs restrictions, banking restrictions, currency instability or other governmental measures affecting the Middle East could also impair the Company’s ability to conduct business, collect receivables, perform under contracts, pay vendors, repatriate funds or realize the expected benefits of its international growth initiatives, including in the Middle East and Africa.
Additionally, recent changes to U.S. policy related to tariffs implemented by the U.S. Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact, among other things, the U.S. and global economy, international alliances and trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty regarding economic activity, the Company is unable to predict the size and duration of the impact to revenue and its results of operations, if any, of actions taken to date and those that may occur in the future. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.
There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.
| 15. |
SUBSEQUENT EVENTS |
Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements through the date of filing. Based upon this review, the Company identified the following subsequent event that requires disclosure but did not require adjustment to the financial statements.
Subsequent to June 30, 2026, the operating lease for the Company’s former headquarters in San Diego, California terminated on July 26, 2026 (see Note 9). The termination did not result in any termination penalties to the Company, and the Company has no ongoing obligations under that lease following the termination date.
On July 14, 2026, the Company entered into a new -year lease, commencing July 15, 2026, for approximately
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries. All amounts are presented in thousands if not otherwise noted.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, the industry in which we operate and other matters, as well as Management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. Important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:
| (a) |
volatility or decline of the Company’s stock price, or absence of stock price appreciation; |
|
|
|
||
| (b) |
fluctuation in quarterly results, including as a result of order timing, customer procurement processes, project approval timelines and budget cycles; | |
|
|
||
| (c) |
failure of the Company to generate sufficient revenues, improve gross margins or achieve profitability; | |
|
|
||
| (d) |
inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans; |
|
|
|
||
| (e) |
the Company’s ability to collect accounts receivable, convert backlog into revenue and manage working capital requirements; |
|
| (f) | risks associated with international operations, foreign currency fluctuations, foreign regulations, geopolitical instability, war, terrorism or other conflict, including conflicts or tensions in the Middle East involving Iran, Israel, the United States, regional governments or regional proxy groups; | |
| (g) | material weaknesses in the Company’s internal control over financial reporting and the Company’s ability to remediate those weaknesses; | |
| (h) | reductions in demand for the Company’s products and services, whether because of competition, general industry conditions, loss of tax incentives for solar power, technological obsolescence, or other reasons; | |
|
|
||
| (i) |
litigation with, or legal claims and allegations, by outside parties; |
|
|
|
||
| (j) |
insufficient revenues to cover operating costs, resulting in persistent losses; |
|
|
|
||
| (k) |
rapid and significant changes to costs of raw materials from government tariffs or other market factors; |
|
|
|
||
| (l) | the Company’s ability to realize the anticipated benefits of its strategic initiatives, new products, acquisitions, joint ventures, reseller and distributor relationships, and international growth initiatives; | |
|
|
||
| (m) |
the preceding and other factors discussed in Part II, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time; and |
|
|
|
||
| (n) |
the factors set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
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 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.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events, except as required by law.
Overview
Beam is a sustainable technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California, 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.
Our EV charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, disruptive, or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with EV charging companies; rather, we assist these companies by offering infrastructure solutions that replace the time-consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV and AV chargers. We also do not compete with utility companies. Our products enable utilities and others to deliver reliable and low-cost electricity to EV and AV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels.
Our charging products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others, who are required to perform a traditional grid-tied EV charger installation construction and electrical project. Our sustainable technology products are designed to replace a complicated, expensive, time-consuming and risk-prone construction and electrical installation process with an easy, robust and reliable product at a low cost of total ownership.
We provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient. Our battery management systems, and associated thermal packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.
Our street lighting and other street furniture products are mass-produced and sold in 18 nations globally. We are increasingly adding power electronics, energy storage, computing, sensing, and reporting to our street furniture products as we evolve them to provide greater levels of Smart Cities services.
Beam’s renewably energized infrastructure products and proprietary technology solutions target markets:
| ● |
EV and AV charging infrastructure; |
|
|
|
||
| ● |
Smart Cities infrastructure; | |
|
|
||
| ● |
Energy storage solutions; |
|
| ● | Energy security and disaster preparedness; | |
|
|
||
| ● |
Transportation infrastructure products; and |
|
|
|
||
| ● |
Power electronics and telecommunications equipment |
The Company creates high-quality products that are powered primarily by secure and innovative energy sources, rapidly deployable, have diverse use cases and are attractively designed. We believe that there is a growing demand for rapidly deployable and highly scalable EV and AV charging and infrastructure for Smart Cities, and that our EV ARC™, BeamSpot™ and other street furniture products are designed to address this demand. We are agnostic to the EV charging service equipment as we do not sell EV charging, rather we sell products which enable it. Our EV ARC™ and BeamSpot™ products replace the traditional infrastructure required to support EV chargers, not the chargers themselves.
We have over thirty years of experience deploying street-lighting, transportation, energy and telecommunications infrastructure products as a result of our 2023 acquisition of Amiga in Serbia. We also acquired relationships with existing customers to whom we are now able to sell our portfolio of innovative energy, mobility and transportation infrastructure products as well as our Smart Cities products.
During the second half of 2024 we significantly expanded our product portfolio with the addition of rapidly deployed and highly scalable charging infrastructure products for electric bicycles, electric scooters, and electric motorcycles. We also introduced de-salination as a capability to enhance the lifesaving aspects of our disaster preparedness products. Powered by 100% renewable energy, our BeamWell™ self-sufficient water treatment system converts seawater into vital freshwater. It is equipped with four eMopeds for efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need safe drinking water, electricity and mobility most.
Our ability to make commodity battery cells safer, longer lasting and more energy efficient in bespoke enclosures is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world. All our renewably energized products generate their own electricity which is stored in our integrated batteries. Our ability to develop energy-dense, highly safe batteries in unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robots, medical devices, top secret military applications, submersibles, refrigerated transport units, and a wide range of other applications.
We believe our chief differentiators are:
| ● |
Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV and AV charging infrastructure when compared to traditional, utility grid tied alternatives; |
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Our proprietary and patented energy storage solutions; |
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Our first-to-market advantage with EV and AV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site; |
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| ● | Our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions; | |
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| ● | Our scale, manufacturing efficiency and 35 years of experience in creating street lighting and other transportation infrastructure products. | |
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Our ability to add electrical capacity to provide for the significant increased demand brought by electrified transportation, data centers, AI and the electrification of industry, without having to go through expensive, time-consuming and risky utility grid expansion (adding power stations, transmission lines and distribution infrastructure like substations); |
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Our ability to create new and patentable products which are marketable and consist of a complex integration of our proprietary technology and parts with other commonly available engineered components, which create a further barrier to entry for our competition; |
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Our ability to create products which provide valuable solutions to nascent industries with very large market opportunities globally; and |
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Our geographic footprint in North America, Europe, the Middle East, and existing customer base and contracts. |
Overall Business Outlook
Revenues for the three months ended June 30, 2026 were $8.6 million, an increase of $1.5 million, compared to $7.1 million for the three months ended June 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.
As of June 30, 2026, the Company's backlog was approximately $5.4 million, a decrease of $3.6 million from $9.0 million as of March 31, 2026. Despite the decrease in the Company's backlog from prior quarter, Management believes the current backlog continues to be indicative of demand, 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 48% of revenue for the six months ended June 30, 2026 compared to 37% for the same period in 2025 as a result of our continued success of our European expansion strategy.
Revenues from non-government commercial entities as a percentage of total revenue increased 7 percentage points year-over-year and represented 67% of total revenues for the six months ended June 30, 2026. Sales to the U.S. federal government represented less than 1% of revenues while state and local governments represented 33% of revenues for the six months ended June 30, 2026 compared to 40% for the same period in 2025.
The Company believes that as its geographic and product diversification strategy 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 replacing reliance on large individual orders of our EV ARC™ product from federal agencies, while continuing to pursue those opportunities.
Order timing may continue to be uneven due to customer procurement processes, approval timelines and budget cycles; however, we believe that increased global EV adoption, continued expansion into international markets and the marketing of our new products will reduce the impact of variability in individual order timing on our overall business.
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 was awarded a cooperative purchasing contract by Sourcewell, expanding its 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 60% to 67% from the first six months of 2025 compared to the first six 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. 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 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. 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 vehicle 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™, 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. 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.
On 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.
Over the long term, the Company expects revenue to grow as it expands its product offerings and geographic reach, supported by anticipated increases in global demand for electric vehicle charging infrastructure. The Company does not anticipate significant pricing pressure on its products. The combination of expected revenue growth and the cost reduction measures described above leads management to believe that gross margins will improve over time.
Critical Accounting Estimates
The financial statements and related disclosures were prepared in accordance with U.S. generally accepted accounting principles which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in our condensed consolidated financial statements include, but are not limited to, accounting for acquisitions and business combinations; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; and commitments and contingencies. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, and we continually evaluate our assumptions and modify as needed. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
Results of Operations
Comparison of Results of Operations for the Three Months Ended June 30, 2026 and June 30, 2025
Revenues. For the three months ended June 30, 2026, our revenues increased 21% to $8.6 million compared to $7.1 million for the same period in 2025. Revenues derived from non-government, commercial entities represented 62% of total revenues for the three months ended June 30, 2026 compared to 66% for the three months ended June 30, 2025. During the three months ended June 30, 2026, 38% of product sales, were to state and local government customers compared to 32% for the three months ended June 30, 2025.
The Company expects reduced U.S. federal government purchasing activity to continue in the near term, reflecting changes in U.S. federal policy priorities relating to fleet electrification and EV charging infrastructure. However, the Company believes U.S. federal agencies may continue to represent a potential long-term opportunity for its products, particularly if federal policy priorities change or if broader market adoption of electric vehicles and related charging infrastructure increases demand. The timing and extent of any future federal demand remain uncertain and will depend in part on federal policy priorities, agency procurement activity, available funding and broader market conditions.
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 solutions may be well-positioned to address customer needs in global 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 Profit. The Company reported a gross profit of $1.5 million, representing a gross margin of 17.8% for the three months ended June 30, 2026, compared to a gross profit of $1.4 million, or a gross margin of 20.3% for the same period in 2025. Gross results for the three months ended June 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 for both periods. The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.
Operating Expenses. Total operating expenses decreased $1.4 million from the three months ended June 30, 2026, compared to the same period in 2025. The three months ended June 30, 2025, included a stock grant in June 2025 for $1.4 million. The adjusted total operating expenses, less the $1.4 million stock grant, are flat year over year.
Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025
Revenues. For the six months ended June 30, 2026, our revenues decreased 13% to $11.7 million compared to $13.4 million for the same period in 2025. Revenues derived from non-government, commercial entities represented 67% of total revenues for the six months ended June 30, 2026 compared to 60% for the six months ended June 30, 2025. During the six months ended June 30, 2026, 33% of revenues were to state and local government customers compared to 32% for the six months ended June 30, 2025.
Gross Profit. The Company reported a gross profit of $1.1 million, representing a gross margin of 9.5% for the six months ended June 30, 2026, compared to a gross profit of $1.9 million, or a gross margin of 14.4% for the same period in 2025. Gross results for the six months ended June 30, 2026 and 2025 included non-cash charges of $1.1 million for depreciation and $0.4 million for amortization of intangible assets arising from the All-Cell acquisition. The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.
Operating Expenses. Total operating expenses were $10.8 million for the six months ended June 30, 2026, compared to $22.0 million for the same period in 2025. The prior 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.
Liquidity and Capital Resources
At June 30, 2026 and December 31, 2025 we had cash balance of $1.0 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.
Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:
| June 30, |
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| 2026 |
2025 |
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| Cash provided by (used in): |
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| Net cash used in operating activities |
$ | (4,755 | ) | $ | (2,078 | ) | ||
| Net cash used in investing activities |
$ | (181 | ) | $ | (838 | ) | ||
| Net cash provided by (used in) financing activities |
$ | 5,226 | $ | 2,162 | ||||
For the six months ended June 30, 2026, our cash used in operating activities was $4.8 million compared to $2.1 million for the six months ended June 30, 2025. Cash used in operations in the six months ended June 30, 2026 included a $0.4 million increase in accounts receivable, excluding the provision for credit losses, $0.6 million decrease in deferred revenue, $0.7 million decrease in operating lease liability and $0.3 million decrease in other long-term liabilities. Cash provided by operations included $0.2 million decrease in prepaid and other current assets, $1.2 million decrease in inventory, $0.1 million increase in accounts payable, $0.6 million increase in accrued expenses and $0.1 million in sales tax payable.
Cash used in investing activities in the six months ended June 30, 2026 was $181 thousand and June 30, 2025 was $838 thousand mainly related to purchase of property and equipment in both years, with the remainder related to funding of patent costs.
For the six months ended June 30, 2026, and 2025, cash provided by our financing activities was $5.2 million and $2.2 million, respectively, mainly related to sale of common stock under the Sales Agreement with B. Riley.
Current assets decreased to $17.7 million at June 30, 2026 from $21.0 million at December 31, 2025, primarily due to a $1.5 million decrease in accounts receivable, which reflects $1.8 million increase in reserve for credit losses, a $1.5 million decrease in inventory and a $0.4 million decrease in prepaid expenses and other current assets, partially offset by a $0.1 million increase in cash.
Current liabilities were $12.1 million at June 30, 2026 and December 31, 2025.
As a result, our working capital decreased $3.4 million to $5.5 million at June 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.
The Company may be required to raise capital through equity or debt financings to fund its operations until it achieves positive cash flow The proceeds from these offerings are expected to be used to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.
On March 22, 2023, the Company entered into that certain Supply Chain Line of Credit with OCI Limited (“OCI”), 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.
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which it may issue and sell shares of its common stock from time to time, at its option, through B. Riley as its sales agent, subject to certain terms and conditions. Upon its 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 the Company. B. Riley may also sell the shares of common stock in negotiated transactions, subject to the Company's prior approval. Any shares sold will be sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 2025, and November 14, 2025, which allows the Company to sell up to $15.6 million in shares of its common stock (the “ATM Prospectus Supplement”). The Company will pay B. Riley a commission of up to 3% of the gross proceeds of the sale of any shares sold through B. Riley. As of June 30, 2026, the Company has $10.0 million remaining available for issuance and sale under the ATM Prospectus Supplement.
Management believes that continued operational improvements may support the Company’s ability to execute its strategic plan and pursue profitable growth over time. These efforts are anticipated to include the addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and negotiating with vendors to reduce to cost, increased public awareness of the Company and its products, and improving the timing of the average sales cycle. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to whether or when the Company will be able to achieve those operating objectives.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
As reported in our Annual Report on Form 10-K for the year ended December 31, 2025, Management identified the following material weaknesses:
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Ineffective design and implementation over Information Technology General Controls (“ITGCs”) |
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Insufficient controls over inventory accounting, including controls to ensure inventory is accurately tracked, recorded and valued on a timely basis |
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Insufficient controls over the preparation, review and approval of account reconciliations and financial reporting schedules, including lack of appropriate documentation and evidence of review | |
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Inadequate segregation of duties and user access controls, including limitations due to personnel resources and overlapping responsibilities | |
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Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam Europe |
Changes in Internal Control Over Financial Reporting
The Company continues to evaluate and implement remediation measures intended to address the identified material weaknesses in internal control over financial reporting. However, during the quarter ended June 30, 2026 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financials reporting. The material weaknesses will be considered remediated when management concludes that, through testing, the applicable remedial controls are designed, implemented and operating effectively. As management continues to evaluate and improve disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.
Item 1. Legal Proceedings
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management’s time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management’s time.
In addition to the risk factors set forth in this Form 10-Q, you should carefully consider 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, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition, liquidity or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
During the quarter ended June 30, 2026, director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
| Incorporated by Reference |
||||||||||||
| Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith |
||||||
| 3.1 |
SB-2 |
333-147104 |
3.1 |
11/2/2007 |
||||||||
| 3.2 |
Amendment to Articles of Incorporation dated December 23, 2016 |
S-1/A |
333-226040 |
3.1.2 |
4/4/2019 |
|||||||
| 3.3 |
Certificate of Change to Articles of Incorporation dated April 11, 2019 |
8-K |
001-38868 |
3.1 |
4/18/2019 |
|||||||
| 3.4 |
Certificate of Amendment to Articles of Incorporation dated September 14, 2020 |
8-K |
000-53204 |
3.1 |
9/14/2020 |
|||||||
| 3.5 |
Certificate of Amendment to Articles of Incorporation dated July 20, 2021 |
8-K |
001-38868 |
3.1 |
7/20/2021 |
|||||||
| 3.6 |
Certificate of Correction to the Amendment After Issuance of Stock filed December 15, 2023 |
10-K |
001-38868 |
3.6 |
4/11/2025 |
|||||||
| 3.7 |
SB-2 |
333-147104 |
3.2 |
11/2/2007 |
||||||||
| 3.8 |
8-K |
000-53204 |
10.2 |
7/16/2014 |
||||||||
| 4.1 |
10-Q |
000-53204 |
4.1 |
5/15/2025 |
||||||||
| 10.1 | Lease Agreement dated June 17, 2026 | 8-K | 001-38868 | 10.1 | 6/24/2026 | |||||||
| 31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
X |
||||||||||
| 31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
X |
||||||||||
| 32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
X |
||||||||||
| 32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
X |
||||||||||
| 101.INS |
Inline XBRL Instance Document |
X |
||||||||||
| 101.SCH |
Inline XBRL Schema Document |
X |
||||||||||
| 101.CAL |
Inline XBRL Calculation Linkbase Document |
X |
||||||||||
| 101.DEF |
Inline XBRL Definition Linkbase Document |
X |
||||||||||
| 101.LAB |
Inline XBRL Labels Linkbase Document |
X |
||||||||||
| 101.PRE |
Inline XBRL Presentation Linkbase Document |
X |
||||||||||
| 104 |
The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL |
X |
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*Represents a compensatory plan or arrangement
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: August 19, 2026 |
Beam Global |
| By: /s/ Desmond Wheatley |
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| Desmond Wheatley, Chairman and Chief Executive Officer, (Principal Executive Officer) |
|
| By: /s/ Lisa A. Potok |
|
| Lisa A. Potok, Chief Financial Officer (Principal Financial/Accounting Officer) |
Exhibit 31.1
Certification of Principle Executive Officer Pursuant to Exchange Act Rule 13a-14(a)15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Desmond Wheatley, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Beam Global; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: August 19, 2026
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/s/ Desmond Wheatley |
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Desmond Wheatley, Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
Certification of Principle Financial Officer Pursuant to Exchange Act Rule 13a-14(a)15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lisa A. Potok, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Beam Global; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: August 19, 2026
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/s/ Lisa A. Potok |
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Lisa A. Potok |
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Chief Financial Officer |
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(Principal Financial/Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Beam Global (the “Company”) on Form 10-Q for the period ending June 30, 2026 (the “Report”) I, Desmond Wheatley, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Desmond Wheatley |
Date: August 19, 2026 |
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Desmond Wheatley |
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Chief Executive Officer |
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(Principal Executive Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Beam Global (the “Company”) on Form 10-Q for the period ending June 30, 2026 (the “Report”) I, Lisa A. Potok, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Lisa A. Potok |
Date: August 19, 2026 |
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Lisa A. Potok |
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Chief Financial Officer |
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(Principal Financial/Accounting Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.