BEEM Beam Global

On February 16, 2022, Beam Global (“Beam”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with AllCell Technologies, LLC (“AllCell”), a leader in energy storage solutions and technologies, whereby Beam agreed to purchase substantially all of the assets and business of AllCell for 1,055,000 shares of Beam Common Stock at closing (the “Closing Consideration”). The Closing Consideration is subject to a cash adjustment based on the net amount of certain AllCell assets and liabilities (primarily consisting of inventory minus customer deposits) purchased by Beam at Closing. In addition, AllCell is eligible to earn an additional number of shares of Beam Common Stock if it meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of AllCell revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of AllCell 2023 revenue only which exceeds the greater of $13.5 million and 135% of the 2022 revenue, capped at $20 million. Revenues exceeding $20 million in 2023 will not be eligible for the Earnout Consideration. The Closing Consideration and the Earnout Consideration is referred to as the “Purchase Price.”

The closing of the transactions underlying the Purchase Agreement is expected to occur on or around March 1, 2022, subject to customary closing conditions. The Purchase Agreement includes customary indemnification provisions and a number of other covenants and agreements of the parties concerning the transactions contemplated by the Purchase Agreement.

All Beam Common Stock issued to AllCell to satisfy the Closing Consideration and any Earnout Consideration will be issued in a private placement and will be subject to transfer restrictions under the Securities Act of 1933, as amended. Beam has agreed to file a resale registration statement with the SEC to register the resale of up to $10 million of the Common Stock issued to AllCell for the Closing Consideration. Pursuant to the terms of the Purchase Agreement, AllCell agreed not to sell shares of Beam Common Stock (i) in an amount greater than four percent (4%) of the average weekly volume of shares of Beam Common Stock during any trading week and (ii) on more than three days in any week and (iii) in an amount greater than ten percent (10%) of the average daily trading volume on any trading day.

The preceding description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Agreement which is filed as an Exhibit to this Current Report on Form 8-K. The representations, warranties and covenants contained in the Purchase Agreement have been made solely for the benefit of the parties to the Purchase Agreement and: (i) may be intended not as statements of fact but rather as a way of allocating risk among the parties if those statements prove to be inaccurate; and (ii) were made only as of the date of the Purchase Agreement or such other dates as may be specified in the Purchase Agreement and are subject to more recent developments. Accordingly, any such representations and warranties should not be relied upon as characterizations of the actual state of facts or affairs on the date they were made or at any other time.