PART I

References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.

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”).

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. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this annual report on Form 10-K.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this annual report on Form 10-K 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 annual report on Form 10-K. Moreover, we operate in a very 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 annual report on Form 10-K. 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 annual report on Form 10-K 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 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 and AV charging infrastructure products are powered by locally generated and stored 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 (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. 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 renewable energy infrastructure products and proprietary technology solutions target the following markets: 

The Company creates high-quality innovative 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 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 innovative energy, mobility and transportation infrastructure products as well as our other 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:

Products and Technologies

EV and AV Charging Infrastructure.

Our clean energy infrastructure products currently incorporate the same underlying technology with a built-in renewable energy source within attached solar panels and/or a light wind generator, along with battery storage, which enables our products to generate and store their own electricity while operating without connecting to the utility grid. Our products are also able to connect to the grid if a customer values that capability.

We believe that the U.S. and global utility grids are not expanding quickly enough to keep pace with accelerated electrification of transportation and rapidly growing digital infrastructure. Governments are advancing aggressive mandates, including the European Union policy requiring that all new cars sold from 2035 produce zero CO2 emissions, ending new internal combustion vehicle sales across its member states. At the same time, global data center electricity consumption is projected to grow by approximately 15 percent per year from 2024 through 2030, more than four times faster than total electricity demand growth from other sectors. Even before this additional strain, power outages were costing the U.S. economy an estimated $150 billion annually, according to the U.S. Department of Energy.

            In many cases, sites with an existing grid connection lack sufficient electrical capacity to support EV charging in any meaningful way. For example, parking lots may have adequate electrical capacity to power lighting but not enough to power EV charging. Beam products are designed to provide that power without requiring increases in on-site grid capacity, which can often be, and we believe will increasingly be, expensive, disruptive, complex and time consuming.

We believe that there will be an increasing demand and need for rapidly deployed and highly scalable EV charging infrastructure products which do not require construction or electrical work, and which do not rely on the utility grid for a supply of electricity. We are not aware of any other products which provide a similar solution for this need as effectively as our patented products which are listed below:

Energy Storage Solutions

According to MarketsandMarkets Analysis, the global lithium-ion battery market size is projected to grow from $195 billion in 2025 to $426 billion by 2033; and it is expected to grow at a compound annual growth rate (CAGR) of 10% from 2025 to 2033. We are living in an increasingly electrified world and more of the devices we rely on are no longer connected to a wall socket or any kind of utility connection. This untethering requires energy storage to be more energy dense and packaged in increasingly smaller and lighter formats. The storage and release of electrical energy will create heat. In extreme cases, this can lead to a chain reaction within a group of battery cells that can be difficult to stop, known as “thermal runaway”, which can be difficult to control and has, in certain instances, resulted in fires. We have demonstrated that our energy storage products create high performance energy storage solutions used in drones, EV charging, EVs, micro mobility, aviation, medical devices, robotics, stationary storage, and military and maritime applications. We believe that we are unique in the EV charging industry in that we use our own proprietary energy storage solutions in our EV ARC™, BeamSpot™ and other EV charging products. We believe our proprietary and patented passive thermal management, modular platform architecture, and scalable BMS, enhance safety and performance to prevent thermal events, while extending battery life and reducing lifetime stored energy costs. We provide safe, scalable and high-powered energy storage solutions which have enabled electrified applications in many formats for militaries, government agencies, Fortune 100 companies and many others in the U.S and Internationally.

Energy Security and Disaster Preparedness

According to the United States Department of Energy, if projected load growth continues, driven by the electrification of transportation, AI driven data centers, and expanding digital infrastructure, without corresponding upgrades to grid infrastructure and capacity, the risk of power outages could increase by as much as 100 times by 2030. Our products are fully sustainable and include battery energy storage that can be used during times of grid or hydrocarbon fueled generator failure or during public safety power shutoff (“PSPS”) as may be required in certain jurisdictions. Our primary focus in energy security is to ensure access to EV recharging infrastructure during grid failures, such as blackouts. As the adoption of EVs increases, it will be critical to have fuel (recharging) infrastructure that is not reliant on the utility grid with its centralized vulnerabilities. We have witnessed power outages in Texas due to cold weather, in California due to wildfires and in California and New York due to hot weather and in other parts of the nation whenever inclement conditions such as high winds or flooding occur. California has also been susceptible to PSPS to prevent fires during high wind events. There have been kinetic and cyber-attacks on the grid, and the U.S. government has evidence of intrusions by nefarious nation state actors. A Wall Street Journal article reported that attacks on the US power grid rose 71% in 2022 over 2021. In April 2024, North American Electric Reliability Corporation, a division of the grid oversight body, reported that physical assaults on the grid have remained high since rising in 2022, with about 2,800 reports of gunfire, vandalism and other strikes on electrical networks in 2023. Events such as these constitute significant vulnerabilities which are expensive, disruptive, inconvenient, and dangerous. As we electrify our transportation fleets, these events may become catastrophic. The U.S. has a Strategic Petroleum Reserve to ensure that it never runs out of gasoline and diesel, but there is no strategic electric reserve. The electrical grid faces unprecedented challenges as a result of increased frequency and intensity of extreme weather events, such as heat waves, wildfires, hurricanes, floods and other climate events which can disrupt the generation, transmission and distribution of electricity.

On April 28, 2025, a major blackout across Spain and Portugal affected over 55 million people for more than half a day, disrupting transportation, communications, and critical services. During this the power outage, Beam Global’s EV ARC™ continued to operate seamlessly providing critical solar-powered EV charging and emergency power where traditional infrastructure failed. This event highlighted the vulnerability of centralized electricity grids and the growing importance of decentralized, resilient energy infrastructure.

We believe Beam’s products are a highly robust and secure source of power for EVs and provide a hedge against grid failures. Our EV ARC™, BeamSpot™, BeamBike™, BeamPatrol™ and BeamWell™ products currently provide locally generated and stored electricity which is not impacted by grid failures. We are engaged with government officials at every level to increase awareness of our products and the benefits they can bring to energy security. We are increasingly hearing suggestions that 25% of all EV charging infrastructure should be independent of the centralized grid. We believe that our products are uniquely positioned to fulfill this need. We believe that our current contracts with California, Florida, New York City, and the Federal government through our General Services Administration (GSA) Multiple Award Schedule Contract and Sourcewell, a government purchasing organization that enables state and local governmental entities and other eligible agencies to procure products through a competitively solicited process, position us to take advantage of what we believe will be a significant increase in the requirements of robust and sustainable EV charging and energy security infrastructure. We believe that we produce products which are valuable and politically popular regardless of which administration is currently in power because they provide:

We believe that our products are ideally suited to fulfill all these requirements.

Traffic Telecommunications and Energy Infrastructure Products

On October 20, 2023, Beam acquired Amiga DOO Kraljevo (“Amiga”), a business located in Serbia that manufactures and distributes steel structures with electronic integration. Amiga, which we renamed Beam Europe following the acquisition, has sold the following products throughout the European region, in North America and in countries across Africa:

We have observed that our European operations have strong engineering, product development and manufacturing capabilities which is well suited to manufacture Beam’s current products and the development and manufacture of Beam’s new products. We intend to introduce our portfolio of patented renewably energized products further in Europe, the Middle East and Africa. 

On August 30, 2024, Beam acquired Telcom d.o.o. Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment. Telcom engineers and manufacturers specialized power electronics including inverters, charge controllers, power supplies and LED lighting. Telcom has electrical engineering, product development and manufacturing capabilities which are ideally suited to improve the Company’s current and future products for the global market. We believe Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of renewables and energy storage. We continue to grow Telcom’s legacy business, and we believe that Telcom’s portfolio of existing customers offers further opportunities for expansion of our products in Europe.

Outdoor Media Advertising

We believe there is opportunity in the outdoor advertising space to place outdoor advertising content on Beam’s infrastructure products. The objective is to sell advertising space on our products to a company, with the proceeds being used to fund the delivery of EV ARC™ systems. We believe this is a proven, successful business model, and our EV ARC^TM provides a good platform for advertising for a company who seeks to promote their support of clean energy. In November 2024, we announced our first sponsorship agreement with Globos Osiguranje, one of Serbia’s premier insurance companies. Under the agreement, Globos Osiguranje sponsored five EV ARC™ solar-powered EV charging stations that provide free public EV charging which were deployed at Belgrade Nikola Tesla Airport, Serbia’s busiest international travel hub. In order to facilitate this sponsored “Driving on Sunshine” initiative, Beam Global previously secured an agreement with Belgrade Airport, part of VINCI Airports, an operator of over 70 airports in 14 nations across the globe, to operate the network in prime locations at Belgrade Nikola Tesla Airport with further cooperation with VINCI Airports to be considered.

This three-way partnership marked Beam Global’s entry into an owner-operator business model, where we generate income through a long-term annuity stream of recurring payments. By retaining ownership of the EV ARC™ systems, Beam Global secures a steady, predictable revenue stream while delivering sustainable solutions. Globos Osiguranje is able to provide “Driving on Sunshine” sponsored EV charging for free to EV owners because EV ARC™ systems do not require utility electricity and do not generate costs for the energy dispensed. Providing the EV charging for free while monetizing the sponsorship significantly lowers Beam's administrative costs and risks associated with collecting payments or personal information from the EV drivers. We believe that the amenity value delivered to site hosts enables Beam Global to receive highly favorable economic terms on the parking spaces in which the EV ARC™ systems are placed. This model is designed so that sponsorship payments are not diluted by typical operating costs, which might burden companies that do not have Beam Global’s technology advantage.

Strategy

Target Markets

Beam’s target markets consist of several broad segments including: state, municipal and federal governments and agencies, militaries, corporations, universities, retail, hospitality, Tribal Nations and international markets. These segments can further be broken down into increasingly granular segments as different market opportunities are identified.

Beam’s largest customers have historically included the U.S. Federal Government, including the U.S. Army, Department of Veterans Affairs, Department of Homeland Security, United States Marine Corps, and many other federal agencies, and the State of California, which is a conglomeration of California state agencies and municipalities. We have expanded the sale of EV ARC™ systems to 41 states throughout the U.S., and countries in Europe and the Middle East, Puerto Rico and the U.S. Virgin Islands in the Caribbean. The largest customers that we sold to in 2025 were Advanced Energy Mahine (AEM), City of Dallas and Upscale Developers and in 2024 were the US Army, Department of Homeland Security, followed by the State of California. 

In October 2023, Beam acquired Amiga DOO Kraljevo (“Amiga”) which we renamed Beam Europe following the acquisition, is a business located in Serbia and engaged in the manufacture and distribution of steel structures with electronic integration, such as streetlights, cell towers, and transportation portals. We believe Amiga’s manufacturing capabilities are well suited to manufacture and sell Beam’s current products into the European market, which is a larger market, with 420 million cars, than the U.S. which has 290 million. We believe that Amiga has also a strong engineering team that is currently helping to develop our new products for sale in both the U.S. and Europe. We believe this provides a strong growth opportunity for Beam’s products. Amiga’s target customers have typically been municipalities and other government entities. Amiga's target market is very similar to the target market that we have pursued in the U.S. As a result, we are now able to expand our sales efforts into larger markets, which we believe may provide enhanced growth opportunities.

On August 30, 2024, Beam acquired Telcom d.o.o. Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment specializing in power electronics including inverters, charge controllers, power supplies and LED lighting. We believe Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of innovative energy generation and energy storage. Telcom’s sales have typically been focused on telecommunications infrastructure providers as well as providers of material rehandling equipment and other consumers of power electronics particularly where inversion and energy storage are concerned. We believe that the acquisition of Telcom creates opportunities for Beam to broaden our target markets while at the same time improving our existing portfolio of products.

We consider the factors below in determining favorable markets for our products:

Many of these factors have been important since the early days of EV adoption. According to the International Energy Agency, more than 50 countries, representing around 60% of the global population, have policies in place to incentivize the adoption of electric vehicles, signaling strong government support for transportation electrification. In the U.S., while the federal government has become less enthusiastic about the acquisition of EVs and EV charging infrastructure, there are still currently nine states that have announced plans to prohibit the sale of new internal combustion engine automobiles after 2035. California has announced a similar ban, and seventeen other states have historically followed California’s regulations. In addition to all-electric car manufacturers such as Tesla, BYD, Lucid Motors, Rivian, Polestar, etc., most car companies now offer EV options for various types of vehicles. General Motors has committed to only offer zero-emissions vehicles by 2035 and six major automakers including Ford, Mercedes-Benz, Volvo and 3 others, along with 30 nations, signed a pledge to eliminate sales of new gas and diesel-powered cars no later than 2040 in leading markets. Automotive manufacturers have started production of EV which are more consistent with traditional car models that have been popular with U.S. consumers. GM has launched an electric Hummer which has 1000HP (compared to the gasoline version with 300HP) with a similar acceleration rate as the all-electric F150. The European Union has also announced a ban of the sale of internal combustion engine vehicles in 2035. Europe is the largest automotive market in the world with 405 million cars versus 320 million in China and 290 million in the U.S.

We believe that consumers will adopt EVs faster than many experts are predicting and that as a result, the requirement for growth in EV charging infrastructure will be more urgent than is currently forecasted or contemplated. We also believe that as the easiest (low hanging fruit) locations for grid-tied chargers are established, the process of deploying traditionally installed and powered grid-tied EV chargers will become more expensive and time consuming. At the same time, we believe that we will continue to reduce the costs of producing our products and become faster at deploying them. During a period of significant and increasing demand, we believe that our scalability and rapid deployment will create a significant advantage for our products and our position in the market.

Growth Strategy

Our growth strategy can be broken into the following sectors:

Geographic Expansion

Prior to 2023, our revenues and growth were from the U.S. market. As a result of our acquisitions of two companies in Serbia and a recent expansion through the creation of Beam Middle East based in Abu Dhabi, we are now selling into the U.S., North and South America, Europe and The Middle East and Africa. The needs in each of these markets are similar and our products' capability of addressing those needs is, we believe, universal.

Since the fourth quarter of 2023, we have been selling our products in the European market with, for example, sales of EV ARCs™ to the British Army in Cyprus and the deployment of a sponsored network of EV ARCs™ at the Belgrade International Airport. Our Spanish partners GECI have sold EV ARCs™ in Spain, and our Romanian partners have recently closed a sale in Romania. In the second quarter of 2025, we expanded into the Middle East where we have deployed both EV ARC™ products and our BeamBike™ solution. We now have sales representatives in many countries in Europe as well as in the Middle East and in Africa. We believe that this level of geographic expansion will create many opportunities for us to increase our sales and revenues in the coming quarters. We are increasing our offering of our electrified, transportation products, our energy storage and energy security products, and our smart cities infrastructure products in the U.S., Europe, the Middle East and Africa. We believe that our expansion into these new markets, where the requirements are the same or similar as they are in the U.S., should offer a significant opportunity for growth as the sales cycles in each of these markets matures.  

Product and technology portfolio expansion

Historically the majority of our revenues have been generated through the sale of a single product - the EV ARC™. In the fourth quarter of 2024 Beam Global introduced several new products targeting energy security and the electrification of transportation which are described above the section “Products and Technologies”.

As a result of our acquisition of Amiga in 2023, Beam Europe is one of the largest manufacturers of streetlights in Europe. We have an extensive portfolio of bespoke and mass-produced streetlighting solutions which we sell in countries across the region. We also manufacture other steel structures with integrated electronics such as renewable energy production, telecommunications infrastructure and traffic portals.

We are increasingly enhancing our portfolio of products through the addition of software, power electronics and sensors. A significant part of our growth strategy is based upon our belief that our customers will increasingly value data delivered to them from our extensive portfolio of products which we are continuing to make further developments in this area. We intend to make further developments in this area and we'll use a combination of in-house development solutions, solutions acquired from others from potential acquisitions. We believe that combining machine learning with AI in the type of sensor rich environments which we can deploy may create significant revenue opportunities in the future.

Customer Segment Expansion

Historically a large proportion of our revenues were from sales of products to U.S. governmental agencies. However, in 2024 and 2025, we increased the number of sales from corporate and international customers. Over 30% of our sales in 2024 and 75% in 2025 were non-government sales. As part of our growth strategy, we intend to continue to expand our focus on sales to non-government and international customers. We believe that our products provide a great deal of value to corporate customers who are increasingly concerned with energy security, carbon contribution reductions and technology solutions which do not require significant construction or electrical projects. At the same time, we will continue to focus significant selling resources on governmental agencies outside of the U.S. In Europe, governments are still very actively pursuing the electrification of transportation and carbon reduction through the generation of electricity using renewable sources. In the Middle East large amounts of petrol dollars are spent on renewable energy technology and the electrification of transportation. We believe that Africa, with a population of 1.4 billion, offers very significant opportunities as people increasingly adopt vehicles which are not powered by internal combustion engines. We believe that these new customer segments will create further opportunities for growth in 2026 and the years beyond.

Targeted Selective Acquisitions

Through our acquisitions, we have gained new technologies, new customers and new market opportunities while at the same time adding capabilities which have reduced our costs and enhanced our gross margins. Our acquisition of All Cell Technologies ("AllCell") in 2022, a battery manufacturing company based in Illinois, expanded our patent portfolio, provided access to new industries and opportunities, strengthened our supply chain, and reduced our cost of goods sold while improving our product. Our acquisition of Amiga included a 250,000 square foot factory facility in Kraljevo, Serbia which opened up new markets to us in Europe, the Middle East and Africa. It also enabled us to develop our BeamSpot™ product, and reduced our costs of manufacturing both in Europe and the U.S.. We believe it also enhanced our engineering and product development team in a highly cost-efficient manner. Our acquisition of Telcom, a power electronics company also based in Serbia, allows us to create bespoke electronics solutions for our products which will enable us to reduce our costs while improving our production. This acquisition also allowed us access to new customer segments.

We take a highly disciplined and deliberate approach to acquisitions, focusing on targets that are good strategic fits, include capable and engaged management teams, and are acquired at valuation and on terms that we believe are favorable to all parties, with particular emphasis on delivering value to Beam Global shareholders.

In addition to the acquisitions above, we have entered into a joint venture agreement with the Platinum Group L.L.C. in the Emirate of Abu Dhabi, UAE, which will sell and manufacture our products across the Middle East and African regions.

We continue to actively search for opportunities which we believe will continue to improve our business model, our business operations, our revenues and profitability. We believe that there are areas of opportunity in further sourcing our manufacturing operations through the acquisition of companies who make components that are necessary to the operation of our products. We also believe that there are opportunities for us to acquire companies which may bring new technological progress to our organization in order to increase the barrier to entry for our competition and our ability to generate further revenues at higher gross profits. We will continue to seek targets and to endeavor to negotiate beneficial deals for Beam Global while at all times retaining our discipline and our commitment to making acquisitions that are well priced, well-structured and in the best interests of our shareholders.

The EV market is expected to grow at a rapid pace, and it is expected that the EV infrastructure market will grow at a comparable pace to support the EVs. According to Grand View Research, research indicates that the EV-charging infrastructure market is expected to reach $238.8 Billion by 2033 which is a 25% compound annual growth rate (CAGR) between 2026 – 2033. In December 2024, the California Energy Commission approved a plan for nearly $1.4 billion in funding for 17,000 new light-duty chargers statewide. We currently operate in three rapidly growing markets: The electrification of transportation and mobility, energy storage (batteries), and security and smart cities infrastructure. We believe that our products have a global appeal and that we are at a very early stage in the development of our sector. We believe that our strategic growth plan will enable us to increase our user base and revenue while increasing profitability. Further growth steps include:

Sales and Marketing

Beam utilizes a combination of an in-house sales team and outside consultants, pairing customers with our sales specialists, to ensure customers' needs are met. Historically, almost all of our sales have been made by a relatively small in-house sales team based largely within the U.S. In 2024, we started to execute on a new strategy of engaging outside sales resources such as distributors, resellers and agents. We view this salesforce strategy as an important part of our plan to increase sales while maintaining our operating costs at a low and stable level. The agreements we have put in place with distributors, resellers and agents are all performance-based which allows us to expand sales without a corresponding increase in fixed operating expenses.

We believe we are able to be successful with an outside sales strategy due to the maturation of our internal sales processes and materials. We have designed a thorough selling process flow instruction manual and a Sales Resource Center which is hosted online and available to anyone we authorize. This centralized Sales Resource Center provides standardized training materials, product specifications, marketing collateral, demonstration content, and sales process documentation designed to ensure consistent messaging and effective engagement across our internal sales team, resellers, and external sales partners.

We now have resellers and agents in the U.S., Spain, Portugal, Italy, Caribbean, Central America, the Balkans, the Middle East, Africa and Australia. Certain of our marketing materials have already been translated into multiple languages and we created video and other content which is used as selling aids. These international channel partners expand our geographic coverage and provide localized sales support for governments, utilities, commercial organizations and institutional buyers who are seeking EV charging and clean energy infrastructure solutions.  The external resources which we have engaged have established track records and relevant experience in selling infrastructure products to the types of customers with whom we have had success historically. Many of our partners have longstanding relationships within transportation, government, utilities, and commercial infrastructure sectors which align closely with Beam Global’s target customer segments. We have recognized the benefits of this strategy in 2025 and we believe that it will support increased revenue and profitability in both new and existing markets.

Our U.S. sales process is heavily focused on driving awareness of our products and solutions for charging needs. We have been investing more in marketing and videos. These efforts include educational content, digital marketing campaigns, product demonstrations, and industry outreach designed to increase market awareness of Beam Global’s off-grid EV charging infrastructure solutions. Beam uses research to identify potential customers, as well as contacts established through trade show events and in-bound calls. We also utilize a combination of regional and industry focused campaigns, nurturing campaigns, speaking opportunities, product demonstrations, press releases and social media (Facebook, Instagram, X, Google and LinkedIn). Our marketing programs are designed to reach customers across multiple vertical markets including government agencies, transportation authorities, universities, commercial fleets, hospitality organizations, utilities, and commercial property owners. Beam is, we believe, an industry leader in the sustainable EV charging infrastructure space, and we use our website and social media to highlight our innovative products and offerings.

Sales of our products often have long sales cycles due to the capital expense, budgeting cycles, and the sophisticated nature of our products. We are working to decrease the time of our sales cycles and believe that expanding our focus beyond government agencies will improve timelines as awareness and acceptance of our products increase, along with the urgency surrounding the deployment of EV charging infrastructure. Sales often rely on bureaucratic processes and funding approval which can result in extended sales cycles. We support our customers by identifying tax credits, grants and government programs to reduce the cost of their purchase.

Our products may be eligible for various taxes and other incentives, which can significantly reduce the out-of-pocket expenses paid by our customers. Examples of these incentives include:

We believe that because our products are rapidly deployed, enhanced energy security and are made in America, we are well positioned to benefit from these and other initiatives.

Major Customer Contracts

In 2025 and 2024, we had two major customer contracts, the State of California and the General Services Administration (GSA) Multiple Award Schedule (MAS) that accounted for 29% and 58% of revenues for the years ended December 31, 2025 and 2024, respectively. Each of these contracts represents a highly diverse and dispersed customer prospect pool for Beam Global due to the extensive and varied nature of government departments within the Federal and California government spheres.

GSA MAS and GSA BPA Contracts. Since November 2020, following an extensive evaluation process, we have had in place 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. Both contracts help to simplify the procurement process and ensure the best pricing for the applicable agencies. We have sold 906 EV ARCs™ through these contracts for $72.1 million prior to 2025 and 28 EV ARCs^TM for $4.3 million in 2025. 

Sourcewell. On November 12, 2025, we announced being awarded a cooperative purchasing contract by Sourcewell, expanding our access 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 our sustainable infrastructure and energy storage solutions through a ready-to-use, negotiated, Sourcewell-vetted contract, thereby streamlining the public purchasing process.

Competitors

EV Charging Infrastructure

We do not compete with EV charging companies or utilities. In fact, we support the major EV charging product and service providers by factory integrating their products into ours, prior to deployment. We have deployed ChargePoint, Blink, Enel, Electrify America and many other quality charging brands. We also do not compete with utilities who use our product as another tool to provide electricity, primarily for EV charging to their customers. We have sold products to seven utility customers and anticipate that that number will grow as more utilities become engaged in EV charging and in deploying distributed generation resources to enhance grid stability. Our EV ARC™ product is unique in that we are a complete solution for EV charging infrastructure requirements. EV ARC™ provides both a renewable energy source, and EV charging capability in a rapidly deployable and highly scalable construction-free format. We do compete with several companies which are involved in the design, construction and installation of fixed grid-connected EV charging stations that depend on the utility grid for a source of power, and on the construction and civil and electrical engineering services for the installation of traditional infrastructure.

Competition in the solar renewable energy and EV charging industries is intense and fragmented among a wide variety of participants. Companies such as Schneider, Eaton and Bosch manufacture EV charging units but generally do not offer charging services. Companies such as ChargePoint (NYSE: CHPT) and Blink (NASDAQ: BLNK) offer EV charging services and hardware but not, typically, installation. There are many companies which offer installation services for the EV charging market. They are typically electrical and general contracting companies as well as some larger project management firms such as Black and Veatch, Bechtel, CH2M Hill and AECOM.

Our EV ARC™ units incorporate whatever charger the customer wants, so we are not competing with the charger company, but rather creating opportunities for them which they might not otherwise have had.

Certain competitors offer containerized or canopy-based solar-powered EV charging solutions. For example, some solutions utilize shipping container-based designs that incorporate batteries, solar panels, and EV chargers. Compared to our EV ARC™ systems, these solutions may require the use of dedicated parking space or additional site area, which could reduce available parking or require site modifications depending on local regulations. In addition, such designs may not include solar tracking capabilities, which can affect energy generation efficiency. 

Other competitors, such as Paired Power, offer solar canopy-based EV charging solutions that may require on-site assembly and installation. In contrast, our EV ARC™ systems are designed for rapid deployment without the need for on-site construction.

  Many solar installation companies are now affixing EV chargers to their parking lot structures, and some are offering packages combining solar rooftop installations and EV charger installations for the residential marketplace. These installations are generally grid-tied, require construction and electrical work and do not include energy storage.

Electrify America is another example of an entity which is providing free or discounted EV charging infrastructure. Electrify America plans to spend $2 billion by the end of 2026 on EV charging infrastructure access and education programs in the U.S. ($800 million in California). Electrify America is a customer of Beam Global and has used our products to assist in the expansion of their EV charging network.

We also face competition, to some extent, from entities which are offering free or discounted EV charging infrastructure to our prospective customers. Utilities such as the three large investor-owned utilities in California (SDG&E, PG&E, SCE) have successfully lobbied the California Public Utility Commission for permission to rate base the costs of installations of EV chargers. As a result, they can offer the installation, or “make readies” of electrical circuits and other civil infrastructure, for a lower price or in some instances for free, to certain customers. We have added utilities to our customer base and have provided product to seven utilities to date. We do not view utilities as competition and instead view them as a significant opportunity as they increasingly add off grid solutions to their energy mix.

Our electric bike recharging product competes with a variety of installers of bike sharing stalls and electric bike charging stations. Most electric bike stations that we are aware of are connected to utility grid and as a result rely on construction and electrical projects and the utility grid connection. We believe no other company is producing a rapidly deployed charging station which provides a secure location for the bicycles, the charging infrastructure, and all of the electricity that bicycles will ever consume.

In general, adopters of electric motorcycles often engage separate contractors and service providers for the provision of the charging which is necessary to keep those motorcycles active. We are not aware of any other company which provides a turn-key solution which includes a bundle with the motorcycles, the charging infrastructure and the fuel for the motorcycles under a single invoice. There's no construction electrical work or project management or planning required under our solution.

Energy Security

Where energy security is concerned, we compete with companies that produce generators and combine solar and storage solutions. Companies in this space range from small startup companies like Green Charge Networks to behemoths like General Electric and NEC. Siemens, Eaton, Schneider, Generac, and other large electrical component companies are all also working on combined renewables/storage product solutions. We are in contact with all these companies and have observed that none of them have a product which provides all the same value and differentiation that our energy security products deliver because our systems are transportable, rapidly deployed and offer multiple layers of value.

Our competitive advantage over these other solutions includes:

We believe that the combination of our legacy streetlight business with our patented portfolio of renewable energy security and EV charging products as well as our ability to create bespoke custom batteries, makes our product offering unique within the markets we are targeting period. We further believe that in certain circumstances the unique nature of our business will create a barrier to entry for our competition even in the legacy Streetlighting and other integrated steel structure product businesses.

Manufacturing

We are headquartered in San Diego, California in a leased building of approximately 53,000 square feet professionally equipped to handle the significant growth possibilities we believe are in front of us. The facility houses our corporate operations, sales, design, engineering and product manufacturing. The San Diego lease expires on September 30, 2026, and we are currently exploring options with respect to the facility.

We also lease a 37,800 square foot facility in Broadview, Illinois, where we produce our energy storage products for our own products and for a variety of other customers who need energy storage solutions. 

In Europe we own a 450,000 square foot office and manufacturing facility in Kraljevo, Serbia on 6 acres of land that has adequate space and capacity to manufacture their legacy product offerings as well as EV ARC™s and our other products as needed for the European market. We also lease a 5,000 square foot business office in Belgrade, Serbia for our power electronics location and another business office for sales, product development and administrative which is 1,639 square feet.

In UAE, we lease a 535 square foot office as part of a much larger office facility shared with our joint venture partner, the Platinum Group, in Omniah Tower, Corniche Abu Dhabi. The facility houses our Sales and administrative team.

All of our products are currently designed, developed and manufactured in one or more of these facilities. We have been able to reduce our costs and improve our quality by performing fabrication in-house. This also provides a good environment for improving the manufacturing process, as well as for the development of new products. Many of our suppliers are local, which allows for shorter lead times and lower transportation costs. The EV ARC™ product family including BeamBike™, BeamPatrol™, BeamWell™ and BeamSkoot™ requires no field installation work and is typically delivered to the customer site by us or by a third-party transportation company for a fee. Our BeamSpot™ product requires minor on-site work to modify the existing foundation so that it can support the extra load which BeamSpot™, with its solar array and wind turbine, creates. 

We continually endeavor to reduce component costs and make production and design improvements in both our products and our processes to reduce our manufacturing costs, while maintaining the high quality for which we strive. As unit sales continue to increase, we anticipate that we will be able to spread our fixed overhead costs over more units, which, along with our other cost controlling efforts will reduce the cost per unit.

Customer Concentration

During 2025, 29% of our revenue was attributable to federal, state, and local governments, compared to 62% in 2024. Furthermore, 14% of our revenue was attributable to the state agencies and municipalities in the State of California, compared to 25% in 2024.

Backlog

Our backlog on December 31, 2025, was $6.0 million. Our backlog on December 31, 2024, was $5.6 million. Reported backlog represents firm purchase orders or contracts received by customers for deliveries scheduled in the future. More than 50% of our 12/31/25 backlog is for Smart Cities products, and more than 30% is for our energy storage products. These backlog percentages demonstrate that our strategy to diversify our revenue opportunities is working. In prior years the majority of our revenues were derived from sales of EV ARC™ products. At 12/31/25 our EV ARC™ sales backlog only accounted for approximately 11% of total backlog.

Government Regulation

Businesses in general are subject to extensive regulations at the federal, state, and local level. We are subject to extensive government regulation relating to employment, health, safety, working conditions, labor relations, and the environment during the conduct of our business. In order for our customers to enable the installation of some of our products, they can be required to obtain permits from local and other governmental agencies. In the event that our customers elect to connect our products to the utility grid, they must comply with the applicable rules and regulations of the relevant state public utility agencies. or our customers to take advantage of available tax and other governmental incentives associated with the installation of solar power production facilities, and the production and use or sale of solar power, they must comply with the applicable regulatory terms and conditions. There may also be government regulations that could impact us as we begin to sell in the European market. Changes to new government regulations may have a material adverse impact on our business, operating results, and financial condition.

Employees

As of December 31, 2025, we have 220 employees, of which 23 are temporary employees. Most of the temporary employees are retained through a temporary employment agency to maximize our flexibility and to reduce the risks and costs associated with permanent employees. We believe our employee relations to be good. None of our employees are represented by a labor union or collective bargaining agreement.

You should carefully consider the following risk factors, in addition to the other information contained in this report on Form 10-K, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business operating results and financial condition could be seriously harmed. This report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

We have sustained recurring losses since inception and expect to incur additional losses in the foreseeable future. We were formed on June 12, 2006, and have reported annual net losses since inception. For our fiscal years ended December 31, 2025 and December 31, 2024, we experienced net losses of $27.0 million and $11.3 million, respectively, including cash and non-cash expenses under generally accepted accounting principles. Non-cash expenses including depreciation, amortization, non-cash compensation and contingent consideration included in the above losses are $15.3 million and $1.1 million for fiscal years ended December 31, 2025 and December 31, 2024, respectively. Further, as of December 31, 2025, we had an accumulated deficit of $131.6 million. In addition, we expect to incur additional losses in the future, and there can be no assurance that we will achieve profitability. Our future viability, profitability and growth depend upon our ability to raise capital and successfully operate and expand our operations. We cannot ensure that any of our efforts will prove successful or that we will not continue to incur operating losses.

We may need to raise additional capital or financing to continue to execute and expand our business.  We will require additional funding in the near term to fund our operations and provide working capital. However, there is no guarantee that we can raise capital at terms that are acceptable to the Company. We may be required to pursue sources of additional capital through various means, including private and public offerings of our securities, sale and leasing arrangements, and debt financing. If the amount of capital we can raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may have to reduce our operations accordingly. If we do not have sufficient funds to continue operations, we could be required to seek dissolution and liquidation, bankruptcy protection or other alternatives that would likely result in our shareholders losing some or all of their investment in us. Even if we obtain equity or debt financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants or other provisions that may adversely affect our business. Additional funding, if obtained, may also result in significant dilution to our shareholders.

Our revenues are sometimes concentrated in a small number of customers and our revenue may decrease significantly if we were to lose one of these customers. We have a few large customers including the City of Dallas, Upscale Developers, and US Department of State that generated 4%, 3%, and 3%, respectively, of revenues in 2025. The loss of or a significant decline in sales to any of these customers could adversely affect our business, results of operations, and financial condition. Our customer concentration may fluctuate from period to period based on the timing and size of customer orders, which are often project-based in nature. The loss of any significant customer, a reduction in orders, delays in customer purchasing decisions, changes in government funding or procurement priorities, or the inability to replace such customers with new customers on comparable terms could result in significant revenue volatility and could materially adversely affect our business, results of operations and financial condition.

Our revenue growth, in part, depends on consumers’ willingness to adopt EVs. Our growth is highly dependent upon the adoption of EVs. If the market for EVs does not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:

The influence of any of these factors may negatively impact the widespread consumer adoption of EVs, which could materially adversely affect our business, operating results, financial condition and prospects.

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial results. As part of our business strategy, we intend to make acquisitions to add complementary companies, products or technologies, such as our acquisitions of All Cell, Amiga and Telcom and joint ventures such as with The Platinum Group. Our acquisitions and joint ventures may not achieve our goals, and we may not realize benefits from any acquisition or joint venture. Any integration process will require significant time and resources, and we may not be able to manage the process successfully. If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and financial results of the combined company could be harmed. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities. We would expect to finance any future acquisitions or joint venture through one or a combination of equity, debt or cash from operations. The sale of equity to finance any such acquisition or joint venture could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. In the future, we may not be able to find other suitable acquisition or joint venture candidates, and we may not be able to complete acquisitions or joint ventures on favorable terms, if at all. Our acquisition and joint venture strategy could require significant management attention, disrupt our business and harm our business, revenue and financial results.

We may fail to realize all of the anticipated benefits of our acquisitions of All Cell, Amiga and Telcom or those benefits may take longer to realize than expected and our business, financial condition and results of operation could be materially and adversely affected. We may also encounter significant difficulties in integrating the joint venture and acquisitions with Beam Global and its operations.

Our ability to realize the anticipated benefits of our acquisitions of All Cell, Amiga and Telcom will depend, in part, on our ability to integrate them, which may be a complex, costly, and time-consuming process. We will be required to devote significant management attention and resources to integrate the business practices and operations of the acquired business. The integration process may disrupt our business and, if implemented ineffectively, could restrict the realization of the fully expected benefits. In addition, the integration of the acquired business may result in material unanticipated issues, expenses, liabilities, competitive responses, and diversion of management’s attention. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our operations and could materially and adversely affect our business, financial condition and results of operations.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected benefits and diversion of management’s time and energy, which could adversely affect our business, financial condition and results of operations and result in us becoming subject to litigation. In addition, even if the acquisition were to be integrated successfully, the anticipated benefits of the acquisition may not be realized within the anticipated time frame, or at all. We may not be able to maintain the results of operations or operating efficiency that we and the acquired business have achieved or might achieve separately. Further, additional unanticipated costs may be incurred in the integration process as a result of risks currently unknown to us. All these factors could cause reductions in our earnings per share, decrease or delay any accretive or other beneficial effect of the acquisition and negatively impact the price of our common stock.

Amiga and Telcom are private Serbian companies were not subject to an audit by an accounting firm under U.S. GAAP standards and were not previously subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC or other corporate governance requirements. Amiga and Telcom are private Serbian companies. Prior to our acquisition of Amiga and Telcom, they had not had financial statements reviewed or audited by an accounting firm under U.S. GAAP standards and have not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public reporting companies may be subject. As a result, we are required to implement the appropriate internal control processes and procedures over their financial accounting and reporting. We may incur significant legal, accounting, and other expenses in efforts to ensure that they meet these requirements. Implementing the controls and procedures that are required to comply with the various applicable laws and regulations may place a significant burden on our management and internal resources. The diversion of management’s attention and any difficulties encountered in such an implementation could adversely affect our business, financial condition and operating results.

Our inability to successfully integrate  our acquisitions could adversely affect our operations and may require additional financing. The integration of our acquisitions requires significant management attention and resources and may divert focus from other strategic priorities. We may encounter operational, financial and administrative challenges in integrating these businesses, including aligning systems, controls and processes. We have experienced operating losses and may require additional financing to support our operations and integration efforts. There can be no assurance that we will successfully integrate these acquisitions or realize the anticipated benefits, and any failure to do so could adversely affect our business, financial condition and results of operations.

As a result of the acquisitions of Amiga and Telcom, Beam Global expects to generate an increasing portion of its revenue internationally in the future and may become subject to various additional risks relating to its international activities, which could adversely affect its business, operating results and financial condition.

Beam Global has limited experience operating internationally and, though we have retained the majority of the local management, former owners and teams who are familiar with operating in their respective regions, engaging in international business involves a number of difficulties and risks, including:

In the event that Beam Global dedicates significant resources to its international operations and is unable to manage these risks effectively, Beam Global’s business, operating results and financial condition may be adversely affected.

We are subject to foreign currency exchange rate and other related risks. With the acquisitions in Serbia and our recent growth into the Middle East, we are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates, especially the Euro, the Serbian Dinar and the UAE Dirham, between the U.S. dollar and other currencies will impact our results of operations, financial condition, and cash flows. We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing control. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.

We face intense competition, and many of our competitors have substantially greater resources than we do. Some companies are beginning to offer similar products that provide a similar infrastructure product that we do, utilizing solar energy to power EV charging in a transportable product, but currently they do not provide all of the features and advantages that we offer, and which are patent protected. However, we compete with traditional grid-tied charging stations. Our challenge is to market our products to ensure that potential customers in this industry are aware of our product offering. Competition in the solar renewable energy and EV charging industries is intense, and competition is fragmented among a wide variety of entities. We operate in a highly competitive environment that is characterized by price fluctuations and rapid technological change. Our competitors often have greater market recognition and substantially greater resources than we do. Competition in our market may intensify in the future. Competitors may develop products that may ultimately have costs similar to, or lower than, our projected costs. If we fail to compete successfully, our business will suffer and we may lose or be unable to gain market share and our business and results of operations would be adversely affected.

A significant portion of our revenue is derived from our core product category, and a decline in demand for these products could adversely affect our business. We have historically been dependent on revenues from our EV ARC™ products for a substantial portion of our revenue. While we have expanded our product offerings to include new products such as BeamBike™ and BeamSpot™, energy storage products following our acquisition of All Cell Technologies, Inc. in 2022, steel structures with integrated electronics from our acquisition of Amiga d.o.o Belgrade in 2023,  and specialized power electronics from our acquisition of Telcom in 2024, there can be no assurance that these products will achieve or maintain market acceptance or generate significant revenue. If demand for our EV ARC™ products declines, or if our newer products fail to gain traction, our business, results of operations, financial condition and liquidity could be materially adversely affected.

The renewably energized EV charging industry is an emerging market that is constantly evolving and may not develop to the size or at the rate we expect. Solar and wind powered EV charging, is an emerging and constantly evolving market. We believe the industry may take several years to fully develop and mature, and we cannot be certain that the market will grow at the rate we expect. Any future growth of EV charging, and the success of our products depend on many factors beyond our control. These factors include without limitation recognition and acceptance of EVs and EV charging products by customers and users, the pricing of alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and other incentives and our ability to provide our product offerings cost-effectively. If the markets for EV charging do not develop at the rate we expect, our business may be adversely affected.

Changes in trade policy, including the imposition or expansion of tariffs, export controls, sanctions and other trade restrictions, could increase our costs, disrupt our supply chain and adversely affect our business. Trade policies in the United States and other jurisdictions are rapidly evolving and may result in the imposition, expansion or modification of tariffs, duties, import or export restrictions, sanctions or other trade barriers affecting the products we purchase or sell. While certain of our current suppliers or components may not be subject to existing tariffs or may benefit from exemptions, such exemptions may be reduced or eliminated, and new tariffs or restrictions may be imposed on additional components, including those used in our batteries and electronic systems. In recent periods, the United States has imposed tariffs and other trade measures on imports from China and may expand such measures to additional countries or products. Ongoing trade tensions, including between the United States and China, and the potential for retaliatory actions by affected countries, create uncertainty and may further disrupt global supply chains, increase costs, limit the availability of components, delay shipments or require us to identify alternative suppliers, which may not be available on favorable terms or at all. The imposition or expansion of tariffs or other trade restrictions could increase our cost of goods sold and reduce our margins. If we seek to pass increased costs on to our customers, demand for our products may decline. In addition, changes in trade policy, including export controls, capital controls or renegotiation of trade agreements, could adversely affect our ability to source materials, manufacture products competitively or access certain markets. Any of these factors could materially adversely affect our business, revenues, margins, results of operations and cash flows.

Existing regulations and policies and changes to these policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. The market for electric generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the electric utility industry in the U.S. and abroad. Changes that make solar power less competitive with other power sources could result in a significant reduction in the demand for our products. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our products. Any new regulations or policies pertaining to our products may result in significant additional expenses to us, which could cause a significant reduction in demand for our solar power products.

Geopolitical conflicts and instability, including tensions in the Middle East, may disrupt supply chains, increase costs and adversely affect our business.  Geopolitical conflicts and instability, including the conflict in Ukraine, tensions in the Middle East and other regional disputes, may disrupt global supply chains, energy markets, increase commodity, freight, insurance and component costs, and contribute to broader economic and market volatility. These events may also impair the operations of suppliers, customers and other counterparties on which we rely. Any such disruptions could adversely affect our business, financial condition and results of operations.

Escalation of conflict in the Middle East, including tensions involving Iran, could disrupt our operations, increase our costs, and adversely affect our business.  We have operations, business relationships and growth initiatives in international markets, including the Middle East. Escalation of hostilities involving Iran, Israel, the United States 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. Recent disruptions in and around the Strait of Hormuz have demonstrated the potential for armed conflict or related governmental actions to materially interfere with commercial shipping and global trade. In addition, expanded sanctions, export controls, customs restrictions, currency instability, or other governmental measures affecting the region could impair our ability to conduct business, collect receivables, perform under contracts, or repatriate funds. Any such events could also reduce customer demand, delay projects, disrupt our supply chain, expose us to contractual disputes, and adversely affect our business, financial condition and results of operation.

In high demand locations, the use of our products could exhaust its electricity supply on particular days, even with our storage batteries. Our solar products create and store electricity during daylight hours. While this process has generally been effective to meet daily EV charging and energy storage demand, it is possible that heavy charging could cause a power draw exceeding the onboard electricity generation and storage capacity. In such instances, except for our grid-connected products, the EV charger would have to recharge through solar energy replenishment or other direct outside charge before EV charging could resume.

Developments in alternative technologies or improvements in distributed solar energy generation may have a material adverse effect on demand for our offerings. Significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions, such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production, transmission and distribution, may have a material adverse effect on our business and prospects. Any failure by us to adopt new, or enhanced technologies or processes, or to react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products, decreased revenue and a loss of market share to competitors.

Defects or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face warranty, indemnity, and product liability claims arising from defective products. Although our products meet our stringent quality requirements, they may contain undetected errors or defects, especially when first introduced or when new generations are released. Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties, which can affect both the quality and the yield of the product. Any actual or perceived errors, defects, or poor performance in our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to our reputation, lost revenue, diversion of our engineering personnel from our product development efforts, and increases in customer service and support costs, all of which could have a material adverse effect on our business, financial condition, and results of operations.

We may be subject to product liability claims. If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects, or improper installation, then we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead to unfavorable market conditions for the industry as a whole and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

If we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position. The EV industry is characterized by rapid technological change. We do not manufacture the Electric Vehicle Supply Equipment (EVSE) which connects to the EV, rather, we deliver power to other vendors’ EVSE products. As such, we believe that we are less prone to impacts caused by changes in EV technology. Nevertheless, if we are unable to keep up with changes in EV technology or the costs associated with such changes, our competitive position may deteriorate which would materially and adversely affect our business, prospects, operating results and financial condition. As technologies change, we plan to upgrade or adapt our EV products in order to continue to provide EV charging services with the latest technology.

If a third party asserts that we are infringing upon its intellectual property, it could be costly and time-consuming litigation, and our business may be harmed. The EV and EV charging industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets. Although we are not presently aware of any current or threatened third party intellectual property rights claims against the Company, there is a risk that the Company could face third party intellectual rights claims against its products and challenges to the validity or enforceability of its products and trademarks in the future which could harm our relationships with our customers, may deter future customers from subscribing to our services or could expose us to litigation with respect to these claims.

The success of our business depends in large part on our ability to protect and enforce our intellectual property rights. We rely on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. We cannot assure you, however, that we will be successful in obtaining more patents, service marks or trademarks, or that these applications will not be challenged, that others will not attempt to infringe upon our rights, or that these filings will afford us adequate protection or competitive advantages. If we are unable to protect our rights to our intellectual property or if such property infringes on the rights of others, our business could be materially adversely affected.

The success of our business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment with us at any time, and we will need to hire additional qualified personnel. We rely heavily on the services of Desmond Wheatley, our chairman and chief executive officer, as well as other management personnel. The loss of the services of Mr. Wheatley or any such individual would adversely impact our operations. In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage over many of our competitors. Our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel.

If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline, and we may not successfully execute our growth strategies. Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including technical personnel. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to secure and complete customer engagements and could harm our business.

We are exposed to various possible claims and hazards relating to our business, and our insurance may not fully protect us. Although we maintain modest theft, casualty, liability and property insurance coverage, along with worker’s compensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. In particular, we may incur liability if one or more of our other products are deemed to have caused a personal injury. Should uninsured losses occur, they would have a material adverse effect on our operating results, financial condition, and business performance.

Cyber-attacks or other breaches of information technology security could adversely impact on our business and operations.

Cyber-attacks or other breaches of network or information technology security may cause equipment failure or disruption to our operations. Such attacks, which include the use of malware, computer viruses and other means for disruption or unauthorized access, on companies have increased in frequency, scope and potential harm in recent years. While, to the best of our knowledge, we have not been subject to cyber-attacks or to other cyber incidents which, individually or in the aggregate, have been material to our operations or financial conditions, the preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks may be insufficient to repel a major cyber-attack in the future. To the extent that any disruption or security breach results in a loss or damage to our data or unauthorized disclosure of confidential information, it could cause significant damage to our reputation, affect our relationship with our customers, suppliers and employees, and lead to claims against us and ultimately harm our business. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

We may face litigation in the future. As a manufacturer and seller of goods, we are exposed to the risk of litigation for a variety of reasons in addition to reasons relating to intellectual property rights, product liability lawsuits, employee lawsuits, commercial contract disputes, government enforcement actions, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

The costs incurred by us to develop and manufacture our products may be higher than anticipated which could hurt our ability to earn a profit. We may incur substantial cost overruns in the development, manufacture, and distribution of products. Unanticipated costs may force us to obtain additional capital or financing from other sources and would hinder our ability to earn a profit. If we incur cost overruns, there is no assurance that we could obtain the financing or capital to cover them.

The equipment comprising our products currently charge at rates that are comparable to the average charging speed of competitors, but that may change in the future. Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges EVs at a Level II pace which is consistent with the majority of installed EV chargers in the U.S. To date, we have found that since most EV trips are relatively short and local, the standard EV ARC™ has satisfied consumer demand. Our EV ARC™ HP DC Fast Charging EV Autonomous Renewable Charger can provide a DC Fast Charge, so we believe we can compete in that market. Nevertheless, the demand for faster EV charging may increase in the future, requiring us to adjust our marketing and sales strategies. There is no assurance that our equipment will remain competitive in the market in the future, causing possible customer complaints and claims, and a loss of sales in the future.

Our Company depends on key suppliers. The Company sources its materials and components from a wide variety of vendors. They are standard off-the-shelf components, but these components differ between manufacturers in terms of their specifications and performance. If one of these components became unavailable, it could hinder our ability to operate profitably and have a material adverse impact on our operating results, financial condition and business performance. We may be able to secure supply from another source and incorporate it in our design, but it would require modifications which could impact product deliveries. For these components, we maintain adequate supply to mitigate any supply risk.

We may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of component products that are used in our products or our cost of labor. The prices we pay for the principal items we use for the production of our products and materials are dependent primarily on current market prices. Our products may be impacted by commodity pricing factors, including the impact of tariffs, which in many cases are unpredictable and outside of our control. Any increased costs for materials and components used in our products could adversely affect our operating performance. Our cost of labor may be influenced by factors in certain market areas. Our hourly employees could be affected by wage rate increases in the federal or state minimum wage rates, wage inflation or local job market adjustments which could adversely impact our operating performance.

We have experienced technological changes in our industry. New technologies may prove inappropriate and result in liability to us or may not gain market acceptance by our customers. The industries in which we operate are subject to constant technological change. Our future success will depend on our ability to appropriately respond to changing technologies and changes in function of products and quality. If we adopt products and technologies that are not attractive to consumers, we may not be successful in capturing or retaining a significant share of our market. In addition, some new technologies are relatively untested and unperfected and may not perform as expected or as desired, in which event our adoption of such products or technologies may cause us to lose money.

Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the purchase and use of our products, which may significantly reduce demand for our products. Installation of a small number of our products is subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental protection regulation, utility interconnection requirements for metering and other rules and regulations. In particular, our new BeamSpot™ product, designed to provide curbside EV charging through existing or newly installed street lampposts owned by municipalities and utilities, will require close cooperation with, and supervision by, local government agencies. We attempt to keep up to date about these requirements on a national, state, and local level, and must design systems to comply with varying standards. Certain cities may have ordinances that increase the cost of installation of our products. In addition, new government regulations or utility policies pertaining to power systems are unpredictable and may result in significant additional expenses or delays in the installation of our grid-connected products and, as a result, could cause a significant reduction in demand, especially for our BeamSpot™ product.

Our media branding and advertising strategy may not be profitable. We are able to equip certain of our product platforms with advertising with content that can be controlled directly, and in some cases, remotely. We may also sell other forms of media across our product platforms, such as naming rights or sponsorship deals, as well as traditional fixed media. There is no assurance that the revenue model crafted for this capability will be successful or profitable or will not result in operating losses or rejection by government regulators or consumers. Sponsors and advertisers for the service may not materialize or be willing to pay the rates sought by us or our customers.

Our business may be adversely affected by changes in the availability of rebates, tax credits and other financial incentives that support the demand for our products. Demand for our products is influenced in part by the availability of federal, state and local incentives that support  solar power systems, battery storage systems and EV charging infrastructure. These incentives can take many forms, including direct rebates, state tax credits, system performance payments Renewable Energy Credits and favorable tax treatment, such as accelerated depreciation. . Uncertainty about the introduction of, reduction in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to some of our customers, potentially resulting in significant reductions in demand for our products from non-governmental customers, which would negatively impact our sales.  As a result, our business, financial condition and results of operations could be materially adversely affected.

Compliance with new and existing environmental laws and rules is required. Compliance with new and existing environmental laws and rules could significantly increase construction and start-up costs for our customers, deterring customers from purchasing a small sub-set of our products and services. To install Beam Global’s BeamSpot™ or certain other smart cities products, our customers may be required to obtain and comply with a number of permitting requirements. As a condition of granting necessary permits, regulators could make demands that increase our customers’ expected costs of construction and operations, in which case they may delay or cancel delivery of certain sub-sets of our products. Environmental issues, such as contamination and compliance with applicable environmental standards could arise at any time during the construction and operation of a customer’s project. If this occurs, it could require a customer to spend additional resources to remedy the issues and may delay or prevent construction or operation of the project. This is why we have focused on the development of autonomous infrastructure products which do not require construction for their deployment.

The success of our product offerings may depend, in part, on our ability to secure suitable locations provided by municipalities or private owners of real estate. Our ability to sell branding opportunities or licenses could be highly dependent on the availability of real estate to locate our product, or municipal approval for visible branding. We cannot assure that these rights will be available to us in the future or will be available on terms acceptable to us. The lack of availability of these rights could have a material adverse effect on our results of operations and financial condition in our media business unit. We may operate part of our business in which leasing or licensing agreements with venues or municipalities are necessary, so the long-term success of this aspect of our business could depend upon our ability to initiate such agreements and to renew these agreements upon their termination. We cannot assure that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues.

Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail. We maintain substantially all of our cash and cash equivalents in accounts with U.S. banks and financial institutions, and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. There is no guarantee that the Federal Reserve Board, the U.S. Treasury Department and the FDIC will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity.

If we do not effectively diversify our bank deposits and investment portfolio, the value and liquidity of our investments may fluctuate substantially, which could affect our access to capital and results of operations in a material way. Furthermore, our access to our cash and cash equivalents in amounts adequate to finance our operations could be significantly impaired if the financial institutions with which we have arrangements directly face liquidity constraints or failures. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our results of operations and liquidity.

Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business. We are currently subject, and/or may in the future be subject, to numerous privacy and data security laws. For example, some U.S. states, members of the European Economic Area and other jurisdictions in which we operate have adopted some form of privacy and data security laws and regulations which impose significant compliance obligations. Management’s attention may be diverted, and our compliance costs and potential liability may increase as a result of additional national and international regulatory requirements related to data privacy and data security.

Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and similar laws associated with activities outside of the U.S., could subject us to penalties and other adverse consequences. We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition, ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Risks Relating to our Organization and our Common Stock

Our failure to meet the continued listing requirements of Nasdaq could result in the delisting of our common stock, which could negatively impact the market price and liquidity of our common shares and our ability to access the capital markets. Our common stock is listed on the Nasdaq Capital Market.  If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements and the minimum bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting would have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock when people wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities.  In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

We have identified and continue to have material weaknesses in our internal controls over financial reporting. These material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline and raising capital could be more difficult. Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could significantly decline, and our business and financial condition could be adversely affected. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could decline significantly.

Our stock price may be volatile. The public market trading price of our common stock is likely to be highly volatile, may decline, and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:

In addition, the securities markets have, from time to time, experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144 or issued upon the exercise of outstanding options or warrants, the market price of our common stock could decline because of or in anticipation of the selling pressure. The existence of anticipated sales, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

None.

Our corporate headquarters are located at 5660 Eastgate Dr., San Diego, California 92121. We lease approximately 53,000 square feet of office and warehouse space that terminates on September 30, 2026. We are currently exploring options. Our Broadview, Illinois office consists of 37,800 square feet of office and warehouse space and is located at 2600 S. 25^th Avenue, Suite Z, Broadview, Illinois, 60155 with a lease term through January 31, 2029. We own a 450,000 square foot office and manufacturing facility on 6 acres of land at 1G Aerodromska Street in Kraljevo, Serbia and we lease a small business office in Belgrade, Serbia through April 2027. We also lease a 1,639 square foot small business office at 27 Svetog Nikole street, Belgrade, Serbia month to month. In UAE, we lease a 535 square foot office in Omniah Tower, Corniche Abu Dhabi. The facility houses our Sales team.

The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time. As of December 31, 2025, and the date of this report, the Company is not involved in any material litigation matters.

Not Applicable.

PART II

Our common stock is traded on the NASDAQ Capital Market under the symbol “BEEM.”

On April 7, 2026, there were approximately 169 holders of record of our common stock. Because some of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.

We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We can give no assurance that we will ever have excess funds available to pay dividends.

Recent Sales of Unregistered Securities

None.

For the fiscal year ended December 31, 2025, the Company reported total revenue of $28.2 million, representing a 42.8% decrease compared to $49.3 million in fiscal 2024. This contraction was primarily driven by a material reduction in orders from U.S. Federal government agencies. While federal customers accounted for more than 60% of total revenue in 2023 and 30% in 2024, they represented less than 5% of total revenue in 2025. Management attributes this decline to a shift in federal executive priorities and the subsequent reversal of prior electrification initiatives. Additionally, the expiration of federal tax credits and other purchase incentives for electric vehicles has further constrained domestic demand for certain charging products. In response to these headwinds, the Company has realigned its sales and marketing infrastructure to target corporate, municipal, and international markets. These efforts have yielded a significant increase in sales to domestic and international commercial entities, as well as non-U.S. government agencies, which has partially mitigated the loss of U.S. Federal revenue. Despite the reduction in direct federal vehicle procurement, the Company continues to supply certain energy storage products to federal agencies via third-party relationships. While the Company believes that federal demand for transportation electrification infrastructure may resume in future cycles, we cannot provide assurance as to the timing or certainty of such a recovery. We remain focused on our diversified growth strategy and have implemented new marketing protocols to capture broader market share. Although our prospective customer pipeline has increased during the current period, the conversion of these opportunities into realized revenue remains subject to inherent market risks and timing uncertainties.

In 2025 the Company’s strategically shifted its focus toward commercial customers by expanding its direct sales force and reseller network in response to a decline in federal revenue opportunities as a result of changes in U.S. government programs. Our  non-government revenue grew from 38.2% of total revenue in 2024 to 72.0% in 2025, reflecting meaningful progress in our commercial diversification strategy, despite this shift, total revenue decreased by 42.8%. Our pipeline of prospective customer orders has increased during the same period, although we cannot be sure of when, or if, those prospective orders will turn into actual sales. 

International customers comprised 42% of the revenues as of December 31, 2025 verses 25% for the year ended December 31, 2024 as a result of our continued integration of our Serbian acquisitions. Revenues derived from non-government commercial entities increased by 8% year-over-year and represent approximately 72% of total revenues in 2025.

For the twelve months ended, December 31, 2025, the Company’s sales to federal government customers represented 4% of revenues versus 32% of revenues in 2024. State and local government customers represented approximately 24% of revenues versus 30% of total revenues in 2024, reflecting increased growth in our non-government customer base.

We continue to invest in sales personnel, marketing resources, and new product development, while also expanding our geographic footprint, with the goal of reducing 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 in place 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 General Services Administration (GSA) awarded Beam Global a federal blanket purchase agreement (BPA) 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 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 announced the was awarded a cooperative purchasing contract by Sourcewell, expanding its offerings to U.S. military, 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.

With our acquisitions of Amiga and Telcom, we now have a facility 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. We also expect the EV market to continue to experience significant growth over the next decade which will require additional EV charging infrastructure. We believe our products are uniquely positioned to benefit from this growth. 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 US government and zero emission vehicle strategies. The new products we have brought to market offer values which are also not dependent upon US federal government investment. 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 ARC^TM 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 EV 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. Amiga, now 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 when available for sale. BeamSpot™ is currently in the process of being installed and we received our first order for that product within two months of it being launched.

In addition, EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products have fulfilled the requirements to receive the CE mark (Conformité Européenne), a mandatory symbol indicating that a product meets European Union (EU) health, safety and environmental protection requirements, allowing it to be freely traded within the European Economic Area (EEA).

The Company reported gross profit of $3.5 million for the year ended December 31, 2025, compared to $7.3 million for the year ended December 31, 2024. Gross margin was 12.5% in 2025 compared to 14.8% in 2024, representing a decline of 2.3 percentage points year-over-year. The decrease in gross margin was primarily attributable to lower sales volume, which resulted in reduced absorption of fixed overhead costs. Our unit economics continue to improve, even in the face of reduced volumes.

Gross profit included non-cash depreciation and intangible amortization of approximately $3.0 million in 2025 and $3.2 million in 2024. Excluding these non-cash items, adjusted gross margin improved to 23.0% in 2025 compared to 21.2% in 2024. We expect our costs of goods sold to continue to decline over time as we continue to implement lean manufacturing process improvements, engineering design changes and operational efficiencies, as well as recognizing synergies from our acquisitions. Many of the components and sub-assemblies integrated into our products are manufactured by third parties. This approach is consistent with our strategy to leverage the investments made by large, well-funded suppliers in improving performance and reducing costs of key components, which we integrate into our finished products. We continue to evaluate opportunities to outsource additional components and sub-assemblies where doing so may be cost-effective, which we believe could further reduce our manufacturing costs, improve gross margins, and significantly increase the potential production output from our factory. Furthermore, we believe we are seeing increase interest in our highly specialized energy storage products, which in many cases, result in revenues that come with higher gross profits. As these volumes increase, the impact of the higher gross margin percentages from these revenues should, we believe, have a positive impact on our overall gross profit. Order timing may continue to result in quarter-to-quarter variability in revenue over the long term, we expect revenue growth to be driven by expansion of our product offerings, increased geographic reach, and growth in demand for EV charging infrastructure, electrified transportation, and mobility energy storage and security and smart cities infrastructure products. We believe that increased demand, combined with our cost-reduction initiatives, will contribute to continued improvement in our gross margins over time. Beam Europe has the capability to perform certain manufacturing and operational activities that are currently outsourced in the U.S. In combination with a generally lower operating cost environment in Serbia, we believe this may allow us to produce certain products in Europe at a lower cost than in the U.S., even as we continue to pursue cost reductions in our U.S. operations.

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. 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.

Valuation of Inventory and standard cost allocations. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. During 2023, the Company applied labor and overhead based on a standard costing model that required a number of assumptions to determine an optimal labor and overhead allocation which requires an estimate of total shipments and forecasted spending. In addition, a review of inventory is required to estimate whether specific reserve estimates are needed for warranty or for excess or obsolete inventory. Changes in demand can significantly impact our amount of excess inventory or inventory shortages. Availability of product and unusually long lead times that were not anticipated could impact our production.

Valuation Allowance on Deferred Income Taxes. The Company ensures that taxes are computed in accordance with ASC 740 and the appropriate valuation allowance is recorded. Management estimates the percentage change in pre-tax book loss/income and makes projections of future taxable loss/income in order to perform this assessment. We have recorded a valuation allowance to reduce our net deferred tax assets to zero, primarily due to historical net operating losses (“NOLs”) and uncertainty of generating future taxable income. If we determine that it is more likely than not that we will realize a deferred tax asset that currently has a valuation allowance, we will need to reverse the valuation allowance, reflecting an income tax benefit in our statements of operations at that time. This type of adjustment could result in a material adjustment to our financial statements.

Valuation of Share-Based Costs. We may issue share-based awards that include warrants, stock options, restricted stock awards, restricted stock units and performance stock units. We measure and recognize compensation expenses for all share-based payments based on an estimation of grant date fair value of our share-based awards. The fair value of stock options and the warrants are calculated using a Black-Scholes model which requires input of interest rates, stock volatility, stock prices, etc. Share-based compensation expense is then recognized based on an allocation of the fair value on a straight-line basis over the requisite service periods of the awards. The RSU and RSAs fair value is based on the market price of our common stock on the date of grant. The determination of the amount of share-based compensation expense for our performance stock units requires the use of certain estimates and assumptions that affect the amount of share-based compensation expense recognized in our consolidated statements of operations. 

Results of Operations

Comparison of Results of Operations for Fiscal Years Ended December 31, 2025 and 2024

Revenues. For the year ended December 31, 2025, revenues decreased 43% to $28.2 million compared to $49.3 million for the year ended December 31, 2024. The decrease in revenues was primarily due to a complete cessation of any federal orders for our products and the reversal of incentives for the purchase of EVs in the U.S. by the federal government. During the year ended December 31, 2025, $1.1 million, or approximately 4% of total revenue was derived from sales to federal government customers and $6.8 million, or approximately 24% was derived from state and local government customers. We continue to invest in sales, marketing and government relations personnel, as well as related programs and resources, to increase awareness of the benefits and value of our products. The timing of orders may continue to be uneven due to customer approval processes and government budget cycles; however, we believe that as EV adoption increases and our energy storage and security and smart cities products are increasingly adopted, our business may become less impacted by variability in the timing of individual orders.

Gross Profit/(Loss). The Company reported gross profit of $3.5 million, a 12.5% gross margin for the year ended December 31, 2025, compared to $7.3 million, a 14.8% gross margin for the year ended December 31, 2024. The 2.3 percentage point year-over year decrease in gross margin was primarily attributable to lower sales volume, which resulted in reduced absorption of fixed overhead costs and non-cash depreciation and amortization. Gross profit included non-cash depreciation and amortization of approximately $3.0 million in 2025 and $3.2 million in 2024. The amortization of intangible assets relates to the AllCell acquisition. Because of our improving unit economics throughout 2025, and excluding these non-cash expenses, gross margin improved in 2025 1.8 percentage points  to 23.0% from 2024, 21.2%. We expect that as revenue grows, the Company’s ability to absorb fixed overhead costs will improve, which may have a positive impact on gross margins.

Operating Expenses and Impairment of Goodwill. Total operating expenses were $31.1 million for the year ended December 31, 2025, compared to $19.0 million for the year ended December 31, 2024. Operating expenses for 2025 included a non-cash goodwill impairment charge of $10.8 million. Excluding this impairment charge, operating expenses were approximately $20.3 million for 2025, compared to $19.0 million in the prior year. The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of the future performance of our acquired entities or the Company in general have taken and continue to take significant steps to diversify our geographical reach and product offerings while focusing on strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company’s cash flows or available liquidity. During the three months ending March 31, 2025, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding (“market capitalization”) being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below, but not the actual value of the acquired entities which included the goodwill which is being impaired. Considering the circumstances and indicators of potential impairment described above, Management performed an interim quantitative goodwill impairment test as of March 31, 2025. Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present. The Company does not have any indefinite lived assets other than goodwill.

The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 was a triggering event which required Management to perform a quantitative goodwill impairment test. Management determined the value of goodwill largely based on the Company’s stock price and not on the activities or performance of the acquired entities. The results of the Company’s test for impairment of goodwill as of March 31, 2025, utilizing recent trends in stock price over a reasonable period, created a condition in which the accounting rules determined that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $10.8 million goodwill impairment for the single reporting unit during the three months ended March 31, 2025.

Liquidity and Capital Resources

At December 31, 2025, we had cash of $1.0 million, compared to cash of $4.6 million at December 31, 2024. We have historically met our cash needs through a combination of debt and equity financing and more recently through gross profit contributions. Our cash requirements are generally for operating activities and acquisitions.

Our working capital balance at December 31, 2025 was $8.9 million. Working capital primarily consists of cash, inventory, accounts receivable, net of accounts payable, and accrued expenses. In general, we expect to convert each of these short-term assets into cash within 180 days which allows us to operate with a lower cash balance on any specific date. 

Management believes the Company’s present cash flow 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:

For the year ended December 31, 2025, our cash used in operating activities was $10.5 million compared to $2.2 million for the year ended December 31, 2024. Cash used in operations included a $3.3 million decrease in accounts payable, $1.1 million decrease in noncurrent liabilities, $0.6 million decrease in deferred tax liabilities, a $0.3 million decrease in accrued expenses related to short term taxes payable, $0.5 million increase in accounts receivable, and $0.1 million increase in prepaid expenses and other current assets. In addition, cash provided by operations included $2.8 million decrease in inventory and $0.8 million increase in deferred revenue.

For the year ended December 31, 2025, cash used in investing activities was $0.5 million which included $0.4 million for the purchase of equipment to increase the throughput in our facilities and $0.1 million for the funding of patent costs. Cash used in investing activities in the year ended December 31, 2024, included $4.7 million cash for the acquisition of Amiga, net of cash acquired, $0.9 million for the purchase of equipment to increase the throughput in our facilities to meet the increased production levels and $0.1 million for spending on patents. For the year ended December 31, 2024, cash used in investing activities was $4.1 million which included $2.7 million cash for payment of deferred consideration in connection with the acquisition of Amiga, $0.8 million for the purchase of equipment to increase the throughput in our facilities and $0.5 million cash for the acquisition of Telcom, net of cash acquired.

For the year ended December 31, 2025, cash generated by our financing activities was $7.5 million which included $7.8 million proceeds from the sale of common stock under our at-the-market (ATM) facility. For the year ended December 31, 2024, cash generated by our financing activities was $1.2 million which included $0.8 million proceeds from public warrant exercises, and $0.5 million from the sale of stock under our committed equity facility offset by $0.2 million taxes paid related to net share settlement of equity awards.

Current assets decreased to $21.0 million at December 31, 2025 from $27.1 million at December 31, 2024, primarily due to a $2.5 million decrease in inventory and $3.6 million decrease in cash. Current liabilities decreased to $12.1 million at December 31, 2025 from $13.3 million at December 31, 2024, primarily due to a $3.0 million decrease in accounts payable, $0.2 million decrease in current operating lease liabilities, partially offset by an increase of $0.4 million in accrued expenses, $0.6 million in sales tax payable, and $1.0 million of current deferred revenue. As a result, our working capital decreased to $8.9 million at December 31, 2025 compared to $13.8 million at December 31, 2024. 

The Company has continued to invest in sales and marketing initiatives intended to increase revenue and expand market awareness of its products. These efforts which were primarily focused on sales to federal and other government entities contributed to revenue growth of 144% from 2021 to 2022 and 206% from 2022 to 2023. Beginning in 2024 we started seeing a decline in revenue which we believe is primarily attributable to many of our customer targets starting to assume that there would be a change in the political administration and therefore a change in the federal government’s appetite for renewable energy.  These declines continued in 2024 and after. Although revenues decreased by 43% from 2024 to 2025, the Company believes that its continued investment in sales and marketing has strengthened its market presence and expanded its pipeline of prospective opportunities. As revenues increase, the Company expects fixed overhead costs to be spread across a greater number of units, which may reduce the per-unit cost of production. In addition, the Company has realized material cost reductions from operational synergies, particularly in steel and battery cell sourcing, and expects these improvements to continue. These cost reductions, together with ongoing engineering and manufacturing process improvements, are expected to support improvements in gross margin over time.

The Company may be required to raise capital to fund its operations until it achieves positive cash flow, which is predicated on increasing sales volumes and the continuation of production cost reduction measures. The Company could pursue other equity or debt financing. The proceeds from these offerings are expected 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. The proceeds from these offerings are expected 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.

On March 22, 2023, the Company entered into a Supply Chain Line of Credit with OCI Limited (“OCI”) for a five-year term, 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.

Management believes that evolution in the operations of the Company may allow it to execute its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: 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 vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the continued acceleration of average sales cycle opportunities. 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 if 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.

Not applicable.

The financial statements required by this item begin on page F-1 with the index to financial statements followed by the financial statements.

None.

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 evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures of were not effective due to the material weaknesses in our internal control over financial reporting as identified below under “Management’s Report on Internal Control Over Financial Reporting”.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.  Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. 

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as December 31, 2025 using the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses described below.

The following material weaknesses, which were identified as of December 31, 2024, continued to exist as of December 31, 2025:

Material Weaknesses

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation Efforts

To address the material weaknesses described above, we have undertaken, and continue to undertake, measures to remediate the identified material weaknesses including:

While we believe these efforts will improve our internal control over financial reporting, there can be no assurance that these measures will be sufficient to remediate the material weaknesses or prevent future deficiencies.

No Attestation Report by Independent Registered Accountant

Since we are a smaller reporting company, our independent registered public accounting firm has not audited the effectiveness of our internal control over financial reporting as of December 31, 2025.

Changes in Internal Controls Over Financial Reporting

During the quarter ended December 31, 2025, we implemented changes to our internal control over financial reporting as part of our remediation efforts described above, including enhancements to our accounting processes and documentation, implementation of new accounting procedures, and training of our accounting personnel. These changes have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

PART III

Desmond Wheatley has served as our president, chief operating officer, and secretary since September 2010. Mr. Wheatley was appointed chief executive officer and director in August 2011, and he became the chair of our board of directors in December 2016. He is an inventor of the EV ARC™, BeamTrak™, BeamFlight™, BeamSpot™ and several other patented inventions which differentiate our products. Mr. Wheatley has two decades of senior international management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining Beam Global, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC, a Dubai-based alternative energy and technology systems integration company from 2007 to 2009. From 2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities, with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ: WFII now KTOS)), then the largest independent security and energy management systems integrator in the U.S.. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers. Mr. Wheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the U.S. Mr. Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500 million in debt and equity.

Lisa Potok has served as our chief financial officer since December 2023. Ms. Potok served as chief financial officer, treasurer, and secretary of Nice North America LLC from 2022 to 2023. Prior to that, Ms. Potok held positions as the vice president of global finance, investor relations and M&A for Newegg Inc. (NASDAQ: NEGG) during 2021, vice president of global finance at Club Demonstration Services, (NASDAQ: ADV) from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.’s Provide Commerce division (NASDAQ: FTD) from 2016 to 2019. Ms. Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale College, and a Master of Business Administration from The Paul Merage School of Business at the University of California. 

Anthony Posawatz has served as a director of the Company since February 2016. He currently serves as our lead director and is a member of Compensation, Nominating and Governance and Equity Oversight Committees. Mr. Posawatz has been an automotive industry professional for over 40 years and over 30 years in an executive capacity. He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus iCAR LLC. He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors (“GM”) for more than 30 years. As GM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept to production launch in 2010. He currently serves on the boards of Zapp EV (NASDAQ: ZAPP), Nanoramic Laboratories and Fermata Energy. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree.

Judy Krandel has served as director of the Company since December 2023. She currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. Mrs. Krandel currently serves as the CFO of Nephros, Inc (NASDAQ: NEPH). since November 2023. Mrs. Krandel served as the Chief Financial Officer of Recruiter.com Group, Inc. (NASDAQ: RCRT) from June 2020 to September 2023. From November 2016 until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc. From March 2012 until November 2016, Mrs. Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund. Mrs. Krandel spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities. In the past, she had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ: PALT) and Cynergistek in the digital media and healthcare cybersecurity industries. She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting.

George Syllantavos has served as director of the Company since December 2023. He currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. My Syllantavos has served as the Founder, Co-CEO and CFO of Stellar V Capital Inc. since September 2022. Mr. Syllantavos is a Non-Executive Director of SevenSeas Investment Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013. Previously, Mr. Syllantavos was the Founder, co-CEO and CFO of Growth Capital Acquisition Corp. (NASDAQ: GCAC) from May 2020 to February 2022, has served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp. (NASDAQ: ITHX) February 2021 to July 2022 and has served as a board member of Phunware Inc. (NASDAQ: PHUN) from December 2018 to December 2021. Mr. Syllantavos holds a bachelor’s degree in industrial engineering from Roosevelt University in Chicago, IL and a Masters of Business Administration in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL.

Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. All of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing other companies. Further, our directors also have other experiences that make them valuable members and provide insight into issues relevant to the Company.

The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on our Board:

Mr. Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August 2011 and president since September 2010. Mr. Wheatley has held numerous executive positions in international organizations including five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002. Mr. Wheatley also provides the Board of Directors with significant corporate finance experience.

Mr. Posawatz provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development of several electric vehicle products including GM’s Chevrolet Volt.

Mrs. Krandel provides leadership and industry experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies. Mrs. Krandel’s experience in investment management provides the company with additional expertise in capital markets and investor relations.

Mr. Syllantavos provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology. Mr. Syllantavos also brings on experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes his corporate governance experience pursuant to his service on the Board of a number of public companies.

Director Independence

Our Board of Directors currently consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards and the NASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, these directors are considered “independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the future.

Board Committees

Our Board of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee. The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Judy Krandel is the Chairman of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of the Audit Committee. The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles. The charter of the Audit Committee is available on our website at www.beamforall.com.

Compensation Committee. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants for our executive officers. George Syllantavos is the Chairman of the Compensation Committee, and Anthony Posawatz and Judy Krandel and are the other directors who are members of the Compensation Committee. Each of the members is independent under NASDAQ’s independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning the compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website at www.beamforall.com.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof. Anthony Posawatz is the Chairman of the Nominating and Governance Committee, and George Syllantavos and Judy Krandel are the other director members of the Committee. Each of the members is independent under NASDAQ’s independence standards. The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com.

Equity Oversight Committee. The Equity Oversight Committee is responsible for matters related to the offering of securities of the Company. Anthony Posawatz, George Syllantavos, and Judy Krandel are members of the Equity Oversight Committee.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.”

Board Leadership Structure

The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company. At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan. The board appointed Anthony Posawatz as its lead independent director on April 16, 2021.

The independent directors meet as frequently as they desire, but at least once per year, in an executive session.

Board’s Role in Risk Oversight

In addition to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks. The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2025, Mr. Wheatley, our current President and Chief Executive Officer, was an employee. Compensation for Mr. Wheatley is discussed in “Executive Compensation.”

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director received a quarterly cash retainer of $15,000 for serving on our Board of Directors. The retainer is payable in arrears, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director receives an additional amount based on the committee position held per quarter as follows: (i) $10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings.

Equity Compensation

In January of each year, each non-employee director is granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily closing price of our common stock for the preceding month and rounded up to the nearest 100. The restricted common stock vests quarterly in four (4) equal installments.

Insider Trading Policy

We have adopted an Insider Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant to the Insider Trading Policy), or by us. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as an Exhibit to this annual report on Form 10-K. In addition, it is our practice to comply with applicable laws and regulations relating to insider trading.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe, except as set forth below, that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2025:

The following table sets forth information regarding beneficial ownership of our common stock as of April 7, 2026 by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on April 7, 2026.

Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 7, 2026. Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 21,136,983 shares of our common stock outstanding as of April 7, 2026.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121.

In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2024, we have not been a party to any transactions in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in “Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.

Policies and Procedures for Related Party Transactions

Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% of our common stock, in each case since the beginning of the most recently completed year. Prior to the creation of our audit committee, our full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest.

It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

The following table sets forth all fees accrued or paid for audit and tax fees for the years ended December 31, 2025 and 2024:

Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2025 and 2024, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed and were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31, 2025, there were no other professional services provided by CBIZ, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of CBIZ.

PART IV

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this annual report.

None

The following exhibits are included with this filing: