UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on October 20, 2023, Beam Global (“Beam”) completed its previously announced acquisition of Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated October 6, 2023 (the “Purchase Agreement”) by and among Beam and the two owners of Amiga (the “Sellers”). Pursuant to the term terms of the Purchase Agreement, the Sellers are eligible to earn additional shares of Beam common stock if such Seller (i) is providing services to Amiga and (ii) Amiga meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”). On February 16, 2024, Beam and the Sellers entered into an amendment to the Purchase Agreement (the “Amendment”) to remove the requirement that the Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration.
A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated in Item 1.01 of this Current Report on Form 8-K by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit No. |
Description | |
| 10.1 | Amendment to Share Sale and Purchase Agreement dated February 16, 2024 | |
104 |
Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEAM GLOBAL | ||
| Dated: February 16, 2024 | By: | /s/ Lisa A. Potok |
| Name: | Lisa A. Potok | |
| Title: | Chief Financial Officer | |
| 3 |
Exhibit 10.1
AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT
THISAMENDMENTTOSHARESALEANDPURCHASEAGREEMENT (“Amendment”), dated as of February 16, 2024 (the “Effective Date”), is made by and among Beam Global, a Nevada corporation (“Purchaser”), and Mr. Ivan Tlačinac and Ms. Jelena Spasojević (collectively, the “Sellers”), who agree as follows:
1. Background and Purpose. Purchaser and Sellers entered into that certain Share Sale and Purchase Agreement dated as of October 6, 2023 (the “Original Agreement”), by which the Sellers sold to Purchaser 100% of the equity of Amiga DOO Kraljevo (“Amiga”). The Original Agreement required the Purchaser to make certain earnout payments to Sellers if (i) Amiga achieved certain financial milestones and (ii) if the Sellers are providing services to Amiga on the date the earnout payments are payable. The parties now desire to amend the Original Agreement to provide that the Sellers are no longer required to be providing services to Amiga on the date the earnout is payable, as more particularly set forth in this Amendment.
2. Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:
2.1 Definition of Additional Purchase Price Condition 1. The definition of “Additional Purchase Price Condition 1” as defined in Section 1.1 of the Original Agreement is hereby amended and restated to read in full as follows: “Means the fulfillment of the following: the Operating Revenue of the Company for the fiscal year 2024 exceeds EUR 13,500,000.”
2.2 Definition of Additional Purchase Price Condition 2. The definition of “Additional Purchase Price Condition 2” as defined in Section 1.1 of the Original Agreement is hereby amended and restated to read in full as follows: “Means the fulfillment of the following: the Operating Revenue of the Company for the fiscal year 2025 exceeds the greater of either EUR 18,225,000 or 135% of the 2024 Operating Revenue.”
3. Further Assurances. Each party agrees to execute and deliver such other assurances, instructions, instruments of transfer and other documents as may be reasonably requested by the other party to carry out the purpose and intent of this Amendment.
4. No Third-Party Beneficiaries. This Amendment is for the sole and exclusive benefit of Purchaser and Seller and their respective permitted successors and assigns, as applicable, and no third party is intended to, or shall have, any rights hereunder.
5. Successors and Assigns. Except as otherwise provided in the Agreement, this Amendment shall be binding upon and inure to the benefit of the parties hereto, the heirs, and the permitted successors, transferees and assigns.
6. Conflict. If any conflict exists between the terms or provisions of the Original Agreement and the terms or provisions of this Amendment, the terms and provisions of this Amendment shall govern and control. If any term or provision of this Amendment or any application of this Amendment shall be held invalid or unenforceable, the remaining provisions in this Amendment and any application of its terms and provision shall remain valid and enforceable under this Amendment and the Original Agreement.
7. Agreement in Full Force. As amended by this Amendment, the Original Agreement and all of its terms shall remain in full force and effect and is ratified by Purchaser and Seller.
8. Entire Agreement. This Amendment, together with the Original Agreement and all related exhibits, contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein, including, without limitation, any letters of intent or letters of interest between the parties. The provisions of this Amendment may be modified at any time by agreement of the parties. Any such agreement shall be ineffective to modify this Amendment in any respect unless in writing and signed by both Purchaser and Seller.
9. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument.
| 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
BEAM GLOBAL
| /s/ Desmond Wheatley | |
| Signatory: Desmond Wheatley | |
| Title: CEO | |
| SELLERS: | |
| /s/ Ivan Tlačinac | |
| Ivan Tlačinac | |
| /s/ Jelena Spasojević | |
| Jelena Spasojević | |
| 2 |
Cover |
Feb. 16, 2024 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 16, 2024 |
| Entity File Number | 000-53204 |
| Entity Registrant Name | BEAM GLOBAL |
| Entity Central Index Key | 0001398805 |
| Entity Tax Identification Number | 26-1342810 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 5660 Eastgate Drive |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92121 |
| City Area Code | (858) |
| Local Phone Number | 799-4583 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock [Member] | |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | BEEM |
| Security Exchange Name | NASDAQ |
| Warrants [Member] | |
| Title of 12(b) Security | Warrants |
| Trading Symbol | BEEMW |
| Security Exchange Name | NASDAQ |