Beam Global (BEEM) risk factors, FY2025 10-K

Beam Global's FY2025 10-K, filed Apr 09, 2026, lists 72 risk factors. Against the prior year's 5: 72 new, 5 dropped.

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Risk factors listed
721 groups
New this year
72vs 5 last year
Dropped
5since the prior 10-K
Substantially reworded
0of those kept
Section length
29k wordsItem 1A

What the changes say

  • Revenue dropped 42.8% to $28.2 million due to a collapse in U.S. Federal government orders for EV ARC systems.
  • Federal revenue fell from over 60% in 2023 to under 5% in 2025.
  • Cash dwindled to $1.0 million, and operating cash use rose to $10.5 million.

What changed since the prior 10-K

New

  • New

    ” of Part I of this report

    The company maintains a cybersecurity program managed by executive teams, external resources, and board oversight through the Audit Committee.

  • New

    Management and Board Oversight

    The Audit Committee oversees cybersecurity risks, receives periodic updates from management, and gets notified of significant threats or incidents.

  • NewCybersecurity Risks

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

    Common stock is traded on the NASDAQ Capital Market under the symbol BEEM.

  • NewCybersecurity Risks

    On April 7, 2026 , there were approximately 169 holde rs 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

    The company had approximately 169 holders of record for its common stock and has never paid cash dividends.

  • NewCybersecurity Risks

    MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Total revenue fell 42.8% to $28.2 million in 2025 due to a reduction in federal orders and the expiration of EV tax credits.

  • NewCybersecurity Risks

    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

    The company relies on a GSA contract and federal blanket purchase agreement, extended to October 2030, to streamline public sector sales.

  • NewCybersecurity Risks

    Critical Accounting Estimates

    Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method.

  • NewCybersecurity Risks

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

    Revenues decreased 43% in 2025 as federal orders ceased and EV incentives reversed, while state and local government sales reached $6.8 million.

  • NewCybersecurity Risks

    Liquidity and Capital Resources

    Cash stood at $1.0 million at year-end 2025, supported by short-term asset conversion within 180 days and working capital of $8.9 million.

  • NewCybersecurity Risks

    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

    Operating cash outflows increased to $10.5 million in 2025, and management expects to seek additional financing to fund operations.

  • NewCybersecurity Risks

    Off-Balance Sheet Arrangements

    The company has no material off-balance sheet arrangements that affect financial condition or liquidity.

  • NewCybersecurity Risks

    Evaluation of Disclosure Controls and Procedures

    Management maintains disclosure controls and procedures designed to ensure timely reporting under the Exchange Act.

  • NewCybersecurity Risks

    Management ’ s Report on Internal Control Over Financial Reporting

  • NewCybersecurity Risks

    Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam Europe

  • NewCybersecurity Risks

    Improving segregation of duties through role-based access controls and reassignment of responsibilities, where feasible

  • NewCybersecurity Risks

    Changes in Internal Controls Over Financial Reporting

  • NewCybersecurity Risks

    Amended and Restated Employment Agreement

  • NewCybersecurity Risks

    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

  • NewCybersecurity Risks

    Director Experience, Qualifications, Attributes and Skills

  • NewCybersecurity Risks

    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

  • NewCybersecurity Risks

    Code of Business Conduct and Ethics

  • NewCybersecurity Risks

    Board Leadership Structure

  • NewCybersecurity Risks

    Board ’ s Role in Risk Oversight

  • NewCybersecurity Risks

    Non-Employee Director Compensation

  • NewCybersecurity Risks

    Delinquent Section 16(a) Reports

  • NewCybersecurity Risks

    Judy Krandel, George Syllantavos, and Anthony Posawatz, the Company Directors, filed late Form 4s reporting restricted stock awards granted to each on January 2, 2025, which were reported on January 31, 2025

  • NewCybersecurity Risks

    Executive Employment Arrangements

  • NewCybersecurity Risks

    Mr. Wheatley’s employment agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement

  • NewCybersecurity Risks

    President and Chief Executive Officer

  • NewCybersecurity Risks

    From January 1, 2025 through December 31, 2025 , the Company granted a to tal of 224,500 stock options under the 2021 Plan, which were granted to 58 of its employees

  • NewCybersecurity Risks

    Limitation of Liability and Indemnification Matters

  • NewCybersecurity Risks

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

  • NewCybersecurity Risks

    all of our executive officers and directors as a group

  • NewCybersecurity Risks

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

  • NewCybersecurity Risks

    Policies and Procedures for Related Party Transactions

  • NewCybersecurity Risks

    PRINCIPAL ACCOUNTING FEES AND SERVICES

  • NewCybersecurity Risks

    Audit Related Fees consist of professional services related to issuance of consent letters

  • NewCybersecurity Risks

    Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). X

  • NewCybersecurity Risks

    Opinion on the Financial Statements

  • NewCybersecurity Risks

    Contingent consideration, noncurrent

  • NewCybersecurity Risks

    Proceeds from issuance of common stock, pursuant to public offering

  • NewCybersecurity Risks

    Impact of foreign currency translation

  • NewCybersecurity Risks

    $ ( 27,003 ) $ ( 11,282 )

  • NewCybersecurity Risks

    Payment of Deferred Consideration

  • NewCybersecurity Risks

    Proceeds from warrant exercises

  • NewCybersecurity Risks

    On October 20, 2023, the Company completed an acquisition of Amiga DOO Kraljevo (“Amiga”), a company engaged in the manufacture and distribution of steel structures with electronic integration located in Kraljevo, Serbia

  • NewCybersecurity Risks

    PRINCIPLES OF CONSOLIDATION

  • NewCybersecurity Risks

    Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable

  • NewCybersecurity Risks

    FOREIGN CURRENCY TRANSLATION

  • NewCybersecurity Risks

    PROPERTY, EQUIPMENT AND DEPRECIATION

  • NewCybersecurity Risks

    FINITE-LIVED INTANGIBLE ASSETS

  • NewCybersecurity Risks

    Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services

  • NewCybersecurity Risks

    Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet

  • NewCybersecurity Risks

    Disaggregation of Revenue from Contracts with Customers

  • NewCybersecurity Risks

    Compensation expense related to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line attribution method and expense for performance-based stock grants is amortized over the service period

  • NewCybersecurity Risks

    COMMITMENTS AND CONTINGENCIES

  • NewCybersecurity Risks

    Recently adopted pronouncement s

  • NewCybersecurity Risks

    Recent pronouncement not yet adopted

  • NewCybersecurity Risks

    As of D ecember 31, 2025, the Company has received gross proc eeds of $ 8.0 mi llion from sales of its common stock under the Sales Agreement

  • NewCybersecurity Risks

    The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations . Goodwill represents the premium the Company paid over net fair value of tangible and intangible assets acquired

  • NewCybersecurity Risks

    PREPAID EXPENSES AND OTHER CURRENT ASSETS

  • NewCybersecurity Risks

    GOODWILL AND INTANGIBLE ASSETS

  • NewCybersecurity Risks

    $ 11,099 $ ( 3,972 ) $ 7,127

  • NewCybersecurity Risks

    ACCRUED EXPENSES AND LONG-TERM LIABILITIES

  • NewCybersecurity Risks

    As part of the acquisitions in Serbia, the Company assumed a lease for a small office and a few minimal leases in Belgrade, Serbia, which have an indefinite term and may be terminated at any time with 30 days’ notice. Because of the short term and small value, these leases were not capitalized

  • NewCybersecurity Risks

    Committed Equity Facility

  • NewCybersecurity Risks

    Awards Under Stock Incentive Plans

  • NewCybersecurity Risks

    During the year ended December 31, 2025, the Company granted 222,656 restricted stock units (RSUs), 187,031 of which contain performance conditions (PSUs), as well as 870,000 shares of the Company's common stock to its Chief Executive Officer. All units and shares vested upon issuance

  • NewCybersecurity Risks

    Unvested at beginning of 2025

  • NewCybersecurity Risks

    Outstanding warrants as of December 31, 2025 have a weighted average remaining contractual life of 2.25 years and will expire in March 2028. The outstanding shares of the warrants at December 31, 2025 have no intrinsic value

  • NewCybersecurity Risks

    During the year ended December 31, 2025 and 2024 , 29 % and 62 % of revenues were derived from federal, state and local governments, respectively. In addition, 40 % of revenues in the ye ar ended December 31, 2025 were international sales compared to 25 % in the prior year

  • NewCybersecurity Risks

    Principal Financial Officer

Dropped

  • Dropped

    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

    Risks related to consumer EV adoption and business acquisitions like All Cell, Amiga, and Telcom.

  • Dropped

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

    Foreign currency exchange rate risks from international operations in Serbia using Euros and Dinars.

  • Dropped

    We face risks related to the uncertainty regarding the future of international trade agreements and the United States’ position on international trade

    Uncertainty regarding international trade agreements and tariffs imposed by the U.S. government on Chinese imports.

  • Dropped

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

    Cyber-attacks or IT security breaches causing equipment failure or operational disruption.

  • DroppedRisks Relating to our Organization and our Common Stock

    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

    Stock price fluctuations and dilution risk from selling substantial amounts of common stock.

All 72 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01” of Part I of this reportNew
  2. 02Management and Board OversightNew

Cybersecurity Risks

  1. 03Our common stock is traded on the NASDAQ Capital Market under the symbol “BEEM.”New
  2. 04On April 7, 2026 , there were approximately 169 holde rs 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 holdersNew
  3. 05MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSNew
  4. 06We 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 opportunitiesNew
  5. 07Critical Accounting EstimatesNew
  6. 08Comparison of Results of Operations for Fiscal Years Ended December 31, 2025 and 2024New
  7. 09Liquidity and Capital ResourcesNew
  8. 10Management 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 operationsNew
  9. 11Off-Balance Sheet ArrangementsNew
  10. 12Evaluation of Disclosure Controls and ProceduresNew
  11. 13Management ’ s Report on Internal Control Over Financial ReportingNew
  12. 14Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam EuropeNew
  13. 15Improving segregation of duties through role-based access controls and reassignment of responsibilities, where feasibleNew
  14. 16Changes in Internal Controls Over Financial ReportingNew
  15. 17Amended and Restated Employment AgreementNew
  16. 18DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCENew
  17. 19Director Experience, Qualifications, Attributes and SkillsNew
  18. 20Mr. 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 VoltNew
  19. 21Code of Business Conduct and EthicsNew
  20. 22Board Leadership StructureNew
  21. 23Board ’ s Role in Risk OversightNew
  22. 24Non-Employee Director CompensationNew
  23. 25Delinquent Section 16(a) ReportsNew
  24. 26Judy Krandel, George Syllantavos, and Anthony Posawatz, the Company Directors, filed late Form 4s reporting restricted stock awards granted to each on January 2, 2025, which were reported on January 31, 2025New
  25. 27Executive Employment ArrangementsNew
  26. 28Mr. Wheatley’s employment agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreementNew
  27. 29President and Chief Executive OfficerNew
  28. 30From January 1, 2025 through December 31, 2025 , the Company granted a to tal of 224,500 stock options under the 2021 Plan, which were granted to 58 of its employeesNew
  29. 31Limitation of Liability and Indemnification MattersNew
  30. 32SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSNew
  31. 33all of our executive officers and directors as a groupNew
  32. 34CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCENew
  33. 35Policies and Procedures for Related Party TransactionsNew
  34. 36PRINCIPAL ACCOUNTING FEES AND SERVICESNew
  35. 37Audit Related Fees consist of professional services related to issuance of consent lettersNew
  36. 38Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). XNew
  37. 39Opinion on the Financial StatementsNew
  38. 40Contingent consideration, noncurrentNew
  39. 41Proceeds from issuance of common stock, pursuant to public offeringNew
  40. 42Impact of foreign currency translationNew
  41. 43$ ( 27,003 ) $ ( 11,282 )New
  42. 44Payment of Deferred ConsiderationNew
  43. 45Proceeds from warrant exercisesNew
  44. 46On October 20, 2023, the Company completed an acquisition of Amiga DOO Kraljevo (“Amiga”), a company engaged in the manufacture and distribution of steel structures with electronic integration located in Kraljevo, SerbiaNew
  45. 47PRINCIPLES OF CONSOLIDATIONNew
  46. 48Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivableNew
  47. 49FOREIGN CURRENCY TRANSLATIONNew
  48. 50PROPERTY, EQUIPMENT AND DEPRECIATIONNew
  49. 51FINITE-LIVED INTANGIBLE ASSETSNew
  50. 52Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional servicesNew
  51. 53Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheetNew
  52. 54Disaggregation of Revenue from Contracts with CustomersNew
  53. 55Compensation expense related to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line attribution method and expense for performance-based stock grants is amortized over the service periodNew
  54. 56COMMITMENTS AND CONTINGENCIESNew
  55. 57Recently adopted pronouncement sNew
  56. 58Recent pronouncement not yet adoptedNew
  57. 59As of D ecember 31, 2025, the Company has received gross proc eeds of $ 8.0 mi llion from sales of its common stock under the Sales AgreementNew
  58. 60The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations . Goodwill represents the premium the Company paid over net fair value of tangible and intangible assets acquiredNew
  59. 61PREPAID EXPENSES AND OTHER CURRENT ASSETSNew
  60. 62GOODWILL AND INTANGIBLE ASSETSNew
  61. 63$ 11,099 $ ( 3,972 ) $ 7,127New
  62. 64ACCRUED EXPENSES AND LONG-TERM LIABILITIESNew
  63. 65As part of the acquisitions in Serbia, the Company assumed a lease for a small office and a few minimal leases in Belgrade, Serbia, which have an indefinite term and may be terminated at any time with 30 days’ notice. Because of the short term and small value, these leases were not capitalizedNew
  64. 66Committed Equity FacilityNew
  65. 67Awards Under Stock Incentive PlansNew
  66. 68During the year ended December 31, 2025, the Company granted 222,656 restricted stock units (RSUs), 187,031 of which contain performance conditions (PSUs), as well as 870,000 shares of the Company's common stock to its Chief Executive Officer. All units and shares vested upon issuanceNew
  67. 69Unvested at beginning of 2025New
  68. 70Outstanding warrants as of December 31, 2025 have a weighted average remaining contractual life of 2.25 years and will expire in March 2028. The outstanding shares of the warrants at December 31, 2025 have no intrinsic valueNew
  69. 71During the year ended December 31, 2025 and 2024 , 29 % and 62 % of revenues were derived from federal, state and local governments, respectively. In addition, 40 % of revenues in the ye ar ended December 31, 2025 were international sales compared to 25 % in the prior yearNew
  70. 72Principal Financial OfficerNew

Other Beam Global 10-Ks

  • FY2024 10-K risk factors
    44 risks

    Beam remains loss-making, with $11.3 million of 2024 net losses and a near-term need for additional funding.

    Filed Apr 11, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.