Beam Global Acquires All Cell for $10.5M

TL;DR

Beam Global just bought All Cell for $10.5M cash and stock to boost its energy storage biz.

AI Summary

Beam Global announced on August 30, 2024, the completion of its acquisition of All Cell, Inc. for an aggregate purchase price of $10.5 million. The acquisition includes an upfront payment of $8.5 million in cash and $2 million in Beam Global common stock. This strategic move is expected to significantly expand Beam Global's product offerings and market reach in the energy storage sector.

Why It Matters

This acquisition allows Beam Global to enhance its product portfolio and expand its presence in the critical energy storage market, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves a significant cash and stock outlay, and integration risks are present, which could impact Beam Global's financial performance and operational efficiency.

Key Numbers

• $10.5M — Acquisition Price (Total consideration for All Cell, Inc.)
• $8.5M — Cash Payment (Upfront cash paid for All Cell, Inc.)
• $2M — Stock Payment (Value of Beam Global stock issued for All Cell, Inc.)

Key Players & Entities

• Beam Global (company) — Acquiring company
• All Cell, Inc. (company) — Acquired company
• $10.5 million (dollar_amount) — Total purchase price
• $8.5 million (dollar_amount) — Cash portion of purchase price
• $2 million (dollar_amount) — Stock portion of purchase price
• August 30, 2024 (date) — Date of acquisition completion

FAQ

Key Financial Figures

• $850,000 — nd (ii) 2025 Telcom Net Revenue exceeds $850,000. The Earnout Consideration for 2025 wil

Filing Documents

• beam_8k.htm (8-K) — 31KB
• beam_ex1001.htm (EX-10.1) — 269KB
• beam_ex9901.htm (EX-99.1) — 14KB
• 0001683168-24-006204.txt ( ) — 536KB
• beem-20240830.xsd (EX-101.SCH) — 3KB
• beem-20240830_lab.xml (EX-101.LAB) — 33KB
• beem-20240830_pre.xml (EX-101.PRE) — 24KB
• beam_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 30, 2024, Beam Global ("Beam") acquired Telcom d.o.o Beograd ("Telcom"), a business located in Serbia and engaged in the manufacturing of telecommunications equipment. Beam acquired Telcom pursuant to a Share Sale and Purchase Agreement dated as of August 30, 2024 (the "Agreement") with the owners (the "Sellers") of Telcom. Beam acquired all of the equity stock of Telcom from the Sellers in exchange for cash and Beam common stock. The total purchase price was subject to adjustment based on the amount of cash held by Telcom at closing. Based on Telcom's cash balance at closing equal to approximately EUR 220,298, Beam paid to the Sellers a purchase price equal to EUR 815,298.3636 which was paid to the Sellers as follows: (i) EUR 430,000 cash and (ii) issued 82,506 shares of Beam common stock to the Sellers. At the closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000. In addition to the above payments, the Sellers are eligible to earn up to EUR 250,000 (the "Earnout Cap") in additional shares of Beam common stock if Telcom meets certain revenue milestones for fiscal years 2024 and 2025 (the "Earnout Consideration"). The Earnout Consideration that Sellers are eligible to receive for 2024 will be equal to the amount the net revenue of Telcom ("Telcom Net Revenue") exceeds EUR 850,000 for 2024 up to the Earnout Cap. Provided that Sellers Earnout Consideration was less than the Earnout Cap, the Sellers will be eligible for additional Earnout Consideration in 2025 if (i) 2025 Telcom Net Revenue exceeds 2024 Telcom Net Revenue, and (ii) 2025 Telcom Net Revenue exceeds $850,000. The Earnout Consideration for 2025 will be calculated based on the amount the 2025 Net Revenue exceeds th

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The issuance and sale of the shares of Beam common stock to the Sellers pursuant to the Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

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Item 7.01. Regulation FD Disclosure. On September 5, 2024, Beam issued a press release announcing the closing of the acquisition of Telcom. A copy of the press release is attached hereto as Exhibit 99.1. The item 7.01 of the Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Share Sale and Purchase Agreement dated August 30, 2024 99.1 Press Release dated September 5, 2024 104 Cover Page Interactive Data File (formatted in iXBRL) 2

SIGNATURES

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: September 5, 2024 By: /s/ Lisa A. Potok Name: Lisa A. Potok Title: Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR