Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 16, 2024

BEAM GLOBAL

(Exact Name of Registrant as Specified in Charter)

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

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

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

___________________________________________________

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

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


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

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on October 20, 2023, Beam Global (“Beam”) completed its previously announced acquisition of Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated October 6, 2023 (the “Purchase Agreement”) by and among Beam and the two owners of Amiga (the “Sellers”). Pursuant to the term terms of the Purchase Agreement, the Sellers are eligible to earn additional shares of Beam common stock if such Seller (i) is providing services to Amiga and (ii) Amiga meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”). On February 16, 2024, Beam and the Sellers entered into an amendment to the Purchase Agreement (the “Amendment”) to remove the requirement that the Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration.

A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated in Item 1.01 of this Current Report on Form 8-K by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description

10.1		Amendment to Share Sale and Purchase Agreement dated February 16, 2024
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

SIGNATURES

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

	BEAM GLOBAL

Dated: February 16, 2024	By:	/s/ Lisa A. Potok
	Name:	Lisa A. Potok
	Title:	Chief Financial Officer

Exhibit 10.1

AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT

THISAMENDMENTTOSHARESALEANDPURCHASEAGREEMENT (“Amendment”), dated as of February 16, 2024 (the “Effective Date”), is made by and among Beam Global, a Nevada corporation (“Purchaser”), and Mr. Ivan Tlačinac and Ms. Jelena Spasojević (collectively, the “Sellers”), who agree as follows:

1. Background and Purpose. Purchaser and Sellers entered into that certain Share Sale and Purchase Agreement dated as of October 6, 2023 (the “Original Agreement”), by which the Sellers sold to Purchaser 100% of the equity of Amiga DOO Kraljevo (“Amiga”). The Original Agreement required the Purchaser to make certain earnout payments to Sellers if (i) Amiga achieved certain financial milestones and (ii) if the Sellers are providing services to Amiga on the date the earnout payments are payable. The parties now desire to amend the Original Agreement to provide that the Sellers are no longer required to be providing services to Amiga on the date the earnout is payable, as more particularly set forth in this Amendment.

2. Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:

2.1 Definition of Additional Purchase Price Condition 1. The definition of “Additional Purchase Price Condition 1” as defined in Section 1.1 of the Original Agreement is hereby amended and restated to read in full as follows: “Means the fulfillment of the following: the Operating Revenue of the Company for the fiscal year 2024 exceeds EUR 13,500,000.”

2.2 Definition of Additional Purchase Price Condition 2. The definition of “Additional Purchase Price Condition 2” as defined in Section 1.1 of the Original Agreement is hereby amended and restated to read in full as follows: “Means the fulfillment of the following: the Operating Revenue of the Company for the fiscal year 2025 exceeds the greater of either EUR 18,225,000 or 135% of the 2024 Operating Revenue.”

3. Further Assurances. Each party agrees to execute and deliver such other assurances, instructions, instruments of transfer and other documents as may be reasonably requested by the other party to carry out the purpose and intent of this Amendment.

4. No Third-Party Beneficiaries. This Amendment is for the sole and exclusive benefit of Purchaser and Seller and their respective permitted successors and assigns, as applicable, and no third party is intended to, or shall have, any rights hereunder.

5. Successors and Assigns. Except as otherwise provided in the Agreement, this Amendment shall be binding upon and inure to the benefit of the parties hereto, the heirs, and the permitted successors, transferees and assigns.

6. Conflict. If any conflict exists between the terms or provisions of the Original Agreement and the terms or provisions of this Amendment, the terms and provisions of this Amendment shall govern and control. If any term or provision of this Amendment or any application of this Amendment shall be held invalid or unenforceable, the remaining provisions in this Amendment and any application of its terms and provision shall remain valid and enforceable under this Amendment and the Original Agreement.

7. Agreement in Full Force. As amended by this Amendment, the Original Agreement and all of its terms shall remain in full force and effect and is ratified by Purchaser and Seller.

8. Entire Agreement. This Amendment, together with the Original Agreement and all related exhibits, contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein, including, without limitation, any letters of intent or letters of interest between the parties. The provisions of this Amendment may be modified at any time by agreement of the parties. Any such agreement shall be ineffective to modify this Amendment in any respect unless in writing and signed by both Purchaser and Seller.

9. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

BEAM GLOBAL

/s/ Desmond Wheatley
Signatory: Desmond Wheatley
Title: CEO


SELLERS:

/s/ Ivan Tlačinac
Ivan Tlačinac


/s/ Jelena Spasojević
Jelena Spasojević

Cover	Feb. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 16, 2024
Entity File Number	000-53204
Entity Registrant Name	BEAM GLOBAL
Entity Central Index Key	0001398805
Entity Tax Identification Number	26-1342810
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5660 Eastgate Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	799-4583
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	BEEM
Security Exchange Name	NASDAQ
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	BEEMW
Security Exchange Name	NASDAQ