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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Beam Global 10-K 12/31/23 87:6.7M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for 12/31/23 HTML 1.27M
2: EX-4.1 Description of Registrant's Securities HTML 37K
3: EX-21.1 Subsidiaries List HTML 22K
4: EX-23.1 Consent of Independent Registered Public HTML 22K
Accounting Firm
5: EX-23.2 Consent of Independent Registered Public HTML 22K
Accounting Firm
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 59K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
16: R1 Cover HTML 97K
17: R2 Consolidated Balance Sheets HTML 139K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
19: R4 Consolidated Statements of Operations and HTML 105K
Comprehensive Loss
20: R5 Consolidated Statements of Changes in HTML 105K
Stockholders' Equity
21: R6 Consolidated Statements of Cash Flows HTML 133K
22: R7 Pay vs Performance Disclosure HTML 35K
23: R8 Insider Trading Arrangements HTML 29K
24: R9 Corporate Organization, Nature of Operations HTML 33K
25: R10 Summary of Significant Accounting Policies HTML 92K
26: R11 Liquidity HTML 31K
27: R12 Business Combination HTML 101K
28: R13 Prepaid Expenses and Other Current Assets HTML 33K
29: R14 Inventory HTML 30K
30: R15 Property and Equipment HTML 39K
31: R16 Intangible Assets HTML 59K
32: R17 Accrued Expenses and Long-Term Liabilities HTML 36K
33: R18 Commitments and Contingencies HTML 29K
34: R19 Leases HTML 34K
35: R20 Stockholders? Equity HTML 138K
36: R21 Revenues HTML 43K
37: R22 Income Taxes HTML 58K
38: R23 Summary of Significant Accounting Policies HTML 150K
(Policies)
39: R24 Summary of Significant Accounting Policies HTML 33K
(Tables)
40: R25 Business Combination (Tables) HTML 91K
41: R26 Prepaid Expenses and Other Current Assets (Tables) HTML 31K
42: R27 Inventory (Tables) HTML 30K
43: R28 Property and Equipment (Tables) HTML 35K
44: R29 Intangible Assets (Tables) HTML 56K
45: R30 Accrued Expenses and Long-Term Liabilities HTML 34K
(Tables)
46: R31 Leases (Tables) HTML 30K
47: R32 Stockholders? Equity (Tables) HTML 108K
48: R33 Revenues (Tables) HTML 33K
49: R34 Income Taxes (Tables) HTML 52K
50: R35 Summary of Significant Accounting Policies HTML 33K
(Details)
51: R36 Summary of Significant Accounting Policies HTML 69K
(Details Narrative)
52: R37 Liquidity (Details Narrative) HTML 56K
53: R38 Schedule of change in the fair value of earnout HTML 30K
consideration - Amiga (Details)
54: R39 Business Combination (Details - Consideration) HTML 37K
55: R40 Business Combination (Details - Consideration to HTML 63K
assets and liabilities)
56: R41 Business Combination (Details - Fair value of HTML 35K
earnout consideration)
57: R42 Business Combination (Details - Fair value of HTML 33K
consideration transferred)
58: R43 Business Combination (Details - Fair values of HTML 50K
assets acquired and liabilities)
59: R44 Business Combination (Details - Intangible assets HTML 43K
acquired)
60: R45 Business Combination (Details Narrative) HTML 54K
61: R46 Prepaid Expenses and Other Current Assets (Details HTML 36K
- Schedule of other current assets)
62: R47 Inventory (Details - Schedule of inventory) HTML 33K
63: R48 Property and Equipment (Details - Schedule of HTML 43K
property and equipment)
64: R49 Property and Equipment (Details Narrative) HTML 27K
65: R50 Intangible Assets (Details - Schedule of HTML 48K
intangible assets)
66: R51 Intangible Assets (Details Narrative) HTML 38K
67: R52 Accrued Expenses and Long-Term Liabilities HTML 43K
(Details - Schedule of accrued expenses)
68: R53 Accrued Expenses and Long-Term Liabilities HTML 29K
(Details Narrative)
69: R54 Leases (Details - Minimum rental commitments for HTML 40K
operating leases)
70: R55 Leases (Details Narrative) HTML 34K
71: R56 Stockholders' Equity (Details - Assumptions for HTML 36K
options granted)
72: R57 Stockholders' Equity (Details - Option activity) HTML 67K
73: R58 Stockholders' Equity (Details - Restricted stock HTML 55K
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74: R59 Stockholders' Equity (Details - Restricted stock HTML 54K
award activity)
75: R60 Stockholders' Equity (Details - Warrant activity) HTML 49K
76: R61 Stockholders? Equity (Details Narrative) HTML 135K
77: R62 Revenues (Details - Schedule of revenues) HTML 44K
78: R63 Revenues (Details Narrative) HTML 44K
79: R64 Income Taxes (Details - Schedule of pretax loss) HTML 27K
80: R65 Income Taxes (Details - Schedule of income tax HTML 43K
reconciliation)
81: R66 Income Taxes (Details-Deferred tax assets and HTML 57K
liabilities)
82: R67 Income Taxes (Details Narrative) HTML 40K
84: XML IDEA XML File -- Filing Summary XML 151K
87: XML XBRL Instance -- beam_i10k-123123_htm XML 1.33M
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12: EX-101.CAL XBRL Calculations -- beem-20231231_cal XML 190K
13: EX-101.DEF XBRL Definitions -- beem-20231231_def XML 650K
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EXHIBIT 97.1
BEAM GLOBAL
EXECUTIVE OFFICER CLAWBACK POLICY
| I. | Purpose |
This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Beam Global and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.
This Policy and any terms used in this Policy shall be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Securities Exchange Act of 1934, as amended, and the listing rules adopted by Nasdaq that are applicable to the Company.
Each Covered Person of the Company shall sign an Acknowledgement and Agreement to the Clawback Policy in substantially the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs.
| II. | Definitions |
For purposes of this Policy, the following capitalized terms shall have the meaning set forth below:
| (a) | “Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). |
| (b) | “Board” shall mean the Board of Directors of the Company. |
| (c) | “Clawback-Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities association, and (iv) during the Clawback Period. |
| (d) | “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. |
| (e) | “Committee” shall mean the Compensation Committee of the Board. |
| (f) | “Covered Person” shall mean any person who is, or was at any time, during the Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer that left the Company, retired or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period. |
| 1 |
| (g) | “Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts. This amount must be computed without regard to any taxes paid. |
| (h) | “Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Rule 401(b) under Regulation S-K shall be deemed “Executive Officers”. |
| (i) | “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. For purposes of this Policy, Financial Reporting Measures shall, without limitation, include stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return). |
| (j) | “Incentive-Based Compensation” shall have the meaning set forth in Section III below. |
| (k) | “Nasdaq” shall mean The Nasdaq Stock Market. |
| (l) | “Nasdaq Effective Date” shall mean October 2, 2023. |
| (m) | “Policy” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to time. |
| (n) | “Received” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant occurs after the fiscal period. |
| (o) | “Repayment Agreement” shall have the meaning set forth in Section V below. |
| (p) | “Restatement Date” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. |
| (q) | “SARs” shall mean stock appreciation rights. |
| (r) | “SEC” shall mean the U.S. Securities and Exchange Commission. |
| III. | Incentive-Based Compensation |
“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.
| 2 |
For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:
| • | Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; | |
| • | Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; | |
| • | Other cash awards based on satisfaction of a Financial Reporting Measure performance goal; | |
| • | Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and | |
| • | Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal. |
For purposes of this Policy, Incentive-Based Compensation excludes:
| • | Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal); | |
| • | Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal; | |
| • | Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; | |
| • | Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and | |
| • | Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures. |
| IV. | Determination and Calculation of Erroneously-Awarded Compensation |
In the event of an Accounting Restatement, the Committee shall promptly (and in all events within ninety (90) days after the Restatement Date) determine the amount of any Erroneously-Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment or return, as applicable.
| (a) | Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been received applying the restated Financial Reporting Measure. |
| (b) | Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure. |
| 3 |
| (c) | Equity Awards. With respect to equity awards, if the shares, options or SARs are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have been exercised, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee shall determine the amount which most reasonably estimates the Erroneously-Awarded Compensation. |
| (d) | Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards). |
| V. | Recovery of Erroneously-Awarded Compensation |
Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover the Erroneously-Awarded Compensation. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:
| (a) | Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date, or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement. |
| (b) | Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take all necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation. |
| (c) | Vested Equity Awards. With respect to those equity awards that have vested and the underlying shares have not been sold, the Committee shall take all necessary action to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation. |
In the event that the Covered Person has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date, or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.
| (d) | Repayment Agreement. “Repayment Agreement” shall mean an agreement (in a form reasonably acceptable to the Committee) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person. |
| (e) | Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall, or shall cause one or more other members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded Compensation from the applicable Covered Person. |
| 4 |
The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.
| VI. | Discretionary Recovery |
Notwithstanding anything herein to the contrary, the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee determines that recovery would be impracticable:
| (i) | The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq; | |
| (ii) | Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or | |
| (iii) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
| VII. | Reporting and Disclosure Requirements |
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.
| VIII. | Effective Date |
This Policy shall be effective as of December 1, 2023. This Policy shall apply to any Incentive-Based Compensation Received on or after the Nasdaq Effective Date, even if such Incentive-Based Compensation was approved, awarded or granted to a Covered Person prior to such date.
| IX. | No Indemnification |
The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.
| X. | Administration |
The Committee has the sole discretion to administer this Policy and ensure compliance with Nasdaq Rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority of its members. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive.
| 5 |
| XI. | Amendment; Termination |
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.
| XII. | Other Recoupment Rights; No Additional Payments |
The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other agreement entered into on or after December 1, 2023 shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity plan, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.
| XIII. | Successors |
This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 6 |
Exhibit A
ACKNOWLEDGEMENT AND AGREEMENT
TO THE
EXECUTIVE OFFICER CLAWBACK POLICY
OF
BEAM GLOBAL
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of Beam Global’s Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy. The undersigned acknowledges that notwithstanding any indemnity agreement between the undersigned and the Company or any other instrument or document providing for indemnification of the undersigned, the Company will not indemnity the undersigned, and shall have no obligation to indemnify the undersigned, against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse the undersigned for premiums, for any insurance policy to fund the undersigned’s potential recovery obligations.
| Signature | ||
| Name | ||
| Date: | ||
| 7 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/16/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 12/1/23 | ||||
| 10/2/23 | 144, 4 | |||
| 11/28/22 | ||||
| List all Filings | ||||