Securities Registration: Employee Benefit Plan (s-8)
October 05 2021 - 6:01AM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission
on October 4, 2021
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEAM GLOBAL
(Exact Name of Registrant as Specified in Its Charter)
Nevada
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16-1342810
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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5660 Eastgate Drive
San Diego, CA
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92121
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(Address of Principal Executive
Offices)
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(Zip Code)
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Beam Global 2011 Stock Incentive Plan
Beam Global 2021 Equity Incentive Plan
(Full Title of the Plans)
Desmond Wheatley
Chief Executive Officer
5660 Eastgate Dr.
San Diego, California
92121
Telephone: (858) 799-4583
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Jeffrey B. Pietsch
Weintraub Tobin Chediak
Coleman Grodin
475 Sansome Street, #510
San Francisco, CA
94111
Telephone: (415)
772-9611
Facsimile: (916)
446-1611
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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o
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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 7(a)(2)(B) of the Securities Act.☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock to be issued under the registrant’s 2021
Equity Incentive Plan
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2,000,000 (2)
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$27.62 (3)
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$55,240,000
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$5,120.75
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(1)
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Pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (“Securities Act”), this registration statement
also covers any additional shares of the registrant’s common stock that may become
issuable under the 2021 Equity Incentive Plan (“2021 Plan”) by reason
of any stock split, stock dividend, recapitalization or similar transaction.
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(2)
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Represents additional shares reserved
for issuance under the 2021 Plan.
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(3)
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Estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c) and (h) promulgated under the Securities
Act, based on the average of the high and low prices per share of the common stock of the
registrant on September 30, 2021, as reported on The NASDAQ Capital Market.
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REGISTRATION OF ADDITIONAL SHARES PURSUANT
TO GENERAL INSTRUCTION E
Pursuant
to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange
Commission (the “Commission”) to register an additional 2,000,000 shares under the Registrant’s 2021 Equity
Incentive Plan (the “2021 Plan”). At the Registrant’s 2021 Annual Meeting of Stockholders, the Registrant’s
stockholders approved for issuance pursuant to the 2021 Plan the shares that are being registered hereunder. This Registration Statement
on Form S-8 hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed
with the Commission on August 27, 2020 (Registration No. 333-248441).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3.
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INFORMATION INCORPORATED BY REFERENCE.
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Registrant
hereby incorporates by reference into this registration statement the following documents and information previously filed with the Commission:
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☐
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Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, filed with the SEC on March 30, 2021;
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☐
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2021 and June 30, 2021, filed with the SEC on May 24, 2021 and August 12, 2021;
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☐
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Our Current Reports on Form 8-K filed with the SEC on January 26, 2021,
February 12, 2021, March 1, 2021, March 8, 2021, April 7, 2021, April 20, 2021, June 14, 2021, July 1, 2021 and July 20, 2021;
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☐
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Our definitive proxy statement on Schedule 14A filed with the SEC on
April 30, 2021; and
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☐
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The description of our common stock contained in our Form 8-A filed
on April 12, 2019.
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Additionally,
all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from
the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in
accordance with Commission rules shall not be deemed incorporated by reference into this registration statement.
Any
statement incorporated herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
The Exhibit Index filed herewith
and appearing immediately after the signature page to this Registration Statement is incorporated by reference in this Item 8.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 4, 2021.
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BEAM GLOBAL
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By:
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/s/ Desmond Wheatley
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Desmond Wheatley
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Desmond Wheatley, his or her true
and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming that each of said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Dated: October 4, 2021
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By:
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/s/ Desmond Wheatley
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Desmond Wheatley, President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Dated: October 4, 2021
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By:
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/s/ Katherine H. McDermott
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Katherine H. McDermott, Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Dated: October 4, 2021
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By:
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/s/ Nancy Floyd
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Nancy Floyd, Director
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Dated: October 4, 2021
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By:
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/s/ Peter Davidson
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Peter Davidson, Director
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Dated: October 4, 2021
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By:
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/s/ Anthony Posawatz
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Anthony Posawatz, Director
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