Table of Contents
As filed with the Securities and Exchange Commission on June 2,
2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BEAM GLOBAL
(Exact name of registrant as specified in its
charter)
| Nevada |
26-1342810 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5660 Eastgate Dr.
San Diego, California 92121
(Address of Principal Executive Offices) (Zip
Code)
Desmond Wheatley
President and Chief Executive Officer
5660 Eastgate Dr.
San Diego, California 92121
(858) 799-4583
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
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Desmond Wheatley
Chief Executive Officer
5660 Eastgate Dr.
San Diego, California 92121 |
Jeffrey B. Pietsch
Justin M. Borrowdale
Weintraub Tobin Chediak Coleman Grodin Law Corporation
475 Sansome Street, #510
San Francisco, CA 94111 |
Approximate date of commencement of proposed
sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The registrant has an existing registration
statement on Form S-3 (File No. 333-238701) declared effective by the SEC on June 4, 2020 and which expires on June 3, 2023 pursuant to
Rule 415(a)(5) under the Securities Act. Pursuant to Rule 415(a)(6) promulgated under the Securities Act, the filing fees previously paid
in connection with the securities being registered hereunder will continue to be applied to such securities. In accordance with Rule 415(a)(5)
and Rule 415(a)(6), the registrant may continue to offer and sell the securities covered by the existing registration statement during
the grace period afforded by Rule 415(a)(5). If the registrant sells any securities being registered hereunder during the grace period,
the registrant will identify in a pre-effective amendment to this registration statement the new amount of securities to be carried forward
to this registration statement in reliance upon Rule 415(a)(6).
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities
in any state where the offer or sale is not permitted.
Subject To Completion, Dated June 2, 2023
Prospectus
BEAM GLOBAL
$150,000,000.00
Common Stock
Preferred Stock
Warrants
Debt Securities
Units
Rights
From time to time, we may
offer up to $150,000,000.00 of our common stock, preferred stock, warrants to purchase common stock or preferred stock, debt securities
(which will not exceed $10,000,000.00), units consisting of common stock, preferred stock, warrants and debt securities or any combination
of these securities, and/or rights to purchase common stock or preferred stock, in one or more transactions.
We will provide specific terms
of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. The prospectus supplement, and any documents incorporated
by reference, may also add, update or change information contained in this prospectus. You should read this prospectus, the applicable
prospectus supplement, any documents incorporated by reference and any related free writing prospectus carefully before buying any of
the securities being offered.
We may offer and sell these
securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
Our common stock is listed
on the NASDAQ Capital Market under the symbol “BEEM.” The applicable prospectus supplement will contain information,
where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. The aggregate
market value of our outstanding common stock held by non-affiliates was approximately $126,239,993 based on 10,849,032 shares of
outstanding common stock, of which 222,770 shares are held by affiliates, and a price of $11.88 per share, which was the last reported
sale price of our common stock as quoted on NASDAQ Capital Market on May 31, 2023.
INVESTING IN OUR SECURITIES INVOLVES RISKS.
YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” HEREIN, IN THE APPLICABLE
PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022,
AS WELL AS OUR SUBSEQUENTLY FILED PERIODIC AND CURRENT REPORTS, WHICH WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND UNDER SIMILAR
HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is ________ 2023.
TABLE
OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in
this prospectus and in any prospectus supplement we may file constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future
events concerning our business and to our future revenues, operating results and financial condition. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“forecast,” “predict,” “propose,” “potential,” or “continue,” or the negative
of those terms or other comparable terminology.
Any forward-looking statements
contained in this prospectus or any prospectus supplement are only estimates or predictions of future events based on information currently
available to our management and management’s current beliefs about the potential outcome of future events. Whether these future
events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results
or financial condition will improve in future periods are subject to numerous risks. There are a number of important factors that
could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important
factors include those that we discuss under the heading “Risk Factors” and in other sections of our Annual Report on Form
10-K for the year ended December 31, 2022 filed with the SEC, as well as in our other reports filed from time to time with the SEC that
are incorporated by reference into this prospectus. You should read these factors and the other cautionary statements made in this
prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements
wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these
factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation
to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
ABOUT THIS PROSPECTUS
This document is called a
prospectus and is part of a registration statement that we have filed with the Securities and Exchange Commission (“SEC”),
using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer shares
of our common stock, preferred stock, warrants to purchase common stock or preferred stock, debt securities, units consisting of common
stock, preferred stock, warrants and debt securities or any combination of these securities, and/or rights to purchase common stock or
preferred stock in one or more transactions and in amounts we will determine from time to time, up to a total dollar amount of $150,000,000.00
(except for debt securities which will not exceed $10,000,000.00).
This prospectus provides you
with a general description of the securities we may offer. Each time we offer a type or series of securities described in this prospectus,
we will provide a prospectus supplement or information that is incorporated by reference into this prospectus, containing more specific
information about the terms of the securities that we are offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings and securities. This prospectus, together
with applicable prospectus supplements, any information incorporated by reference and any related free writing prospectuses, includes
all material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement
any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including
without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the
specific plan of distribution. If there is any inconsistency between the information in this prospectus and a prospectus supplement
or information incorporated by reference having a later date, you should rely on the information in that prospectus supplement or incorporated
information having a later date. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related
free writing prospectus, together with the information incorporated herein by reference as described under the heading “Where You Can Find More Information,” before buying any of the securities being offered.
You should rely only on the
information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free
writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other
person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus.
Neither the delivery of this
prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus
is correct as of any date after the date of this prospectus. You should assume that the information in this prospectus, any applicable
prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any
information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of
the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a
security.
This prospectus contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which
this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information”.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES, UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
In this prospectus, unless
the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references
to “Beam” or the “Company”, refer to BEAM GLOBAL
ABOUT BEAM GLOBAL
Beam is a clean-technology
innovation company based in San Diego, California. We develop, manufacture and sell high-quality, renewably energized infrastructure products
for electric vehicle charging infrastructure, energy storage, energy security, disaster preparedness and outdoor media advertising. Our
Electric Vehicle (EV) charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable
services in locations where it is either too expensive, too 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 enable such companies by providing 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 chargers. We also do not compete with utilities. Our
products provide utilities with another tool to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure,
to first responders and others, through our integrated emergency power panels. We also provide energy storage technologies that make commodity
battery cells safer, longer lasting and more energy efficient and our battery management systems (BMS) and associated packaging make batteries
safe and usable in a variety of mobility, energy-security and stationary applications.
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 clean-technology products are designed to replace
a complicated, expensive, time consuming and risk prone process with an easy, low total cost of ownership, robust and reliable product.
Beam’s renewable energy
infrastructure products and proprietary technology solutions target four markets that are experiencing significant growth with annual
global spending in the billions of dollars.
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electric vehicle charging infrastructure; |
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energy storage solutions; |
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energy security and disaster preparedness; and |
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outdoor media advertising.
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The Company focuses on creating
high-quality renewable energy products that are rapidly deployable, have diverse use cases and are attractively designed. We believe that
there is a clear need for rapidly deployable and highly scalable EV charging infrastructure, and that our EV ARC™ and Solar Tree™
products fulfill that requirement. We are agnostic as to the EV charging service equipment as we do not sell EV charging, rather we sell
products which enable it. Our EV ARC™ and Solar Tree™ products replace the infrastructure required to support EV chargers,
not the chargers themselves. Our ability to make commodity battery cells safer, longer lived and more energy efficient is, we believe,
a significant differentiator as we move to an increasingly electrified and untethered world.
We believe our chief differentiators
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our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure when compared to traditional, utility grid tied alternatives; |
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our proprietary and patented energy storage solutions; |
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our first-to-market advantage with EV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site; |
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our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions; |
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our ability to add sufficient electrical capacity to provide for the significant increase demand brought by EVs, without having to go through expensive, time consuming and risky utility grid expansion (adding power stations, transmission lines and distribution infrastructure like substations); and |
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our ability to continuously create new and patentable inventions which are marketable and a complex integration of our proprietary technology and parts, and other commonly available engineered components, which create a further barrier to entry for our competition. |
Beam was formed in June 2006
as a limited liability company. Through a series of transactions and mergers, including a series of 2010 transactions where the then existing
entity was acquired by an inactive publicly-held company in a transaction treated as a recapitalization of the company, the resulting
entity became BEAM GLOBAL, a Nevada Corporation. Our principal executive offices are located at 5660 Eastgate Drive, San Diego, CA 92121.
Our telephone number is (858) 799-4583. Our website is located at www.beemforall.com. Information contained on, or that can
be accessed through, our website is not part of this prospectus.
DESCRIPTION OF SECURITIES WE MAY OFFER
We may offer, from time to
time, shares of our common stock, shares of our preferred stock, warrants to purchase common stock or preferred stock, debt securities,
units to purchase shares of common stock, preferred stock, warrants, debt securities or a combination of these securities, and rights
to purchase common stock or preferred stock under this prospectus at prices and on terms to be determined by market conditions at the
time of offering. This prospectus provides you with a general description of the securities we may offer. See “Description of Capital Stock”, “Description of Warrants”, “Description of Debt Securities”, “Description of Units”
and “Description of Rights” below. Each time we offer a type or series of securities, we will provide a prospectus supplement
that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
| · | designation or classification; |
| · | aggregate principal amount or aggregate offering
price; |
| · | rates and times of payment of interest or dividends,
if any; |
| · | redemption, conversion or sinking fund terms,
if any; |
| · | voting or other rights, if any; |
| · | conversion prices, if any; and |
| · | important federal income tax considerations. |
The prospectus supplement
and any related free writing prospectus also may supplement, or, as applicable, add, update or change information contained in this prospectus
or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security
that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus
is a part.
The terms of any particular
offering, the initial offering price and the net proceeds to us will be contained in the prospectus supplement, information incorporated
by reference or free writing prospectus relating to such offering.
RISK FACTORS
Investing in our securities
involves significant risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
contained in, or incorporated into, the applicable prospectus supplement and any related free writing prospectus, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and under similar headings in the other documents that are incorporated by reference
herein or therein. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial
condition, as well as adversely affect the value of an investment in our securities. Additional risks not known to us or that we
believe are immaterial may also adversely affect our business, operating results and financial condition and the value of an investment
in our securities.
USE OF PROCEEDS
Unless otherwise indicated
in the applicable prospectus supplement, information incorporated by reference or free writing prospectus, we intend to use the net proceeds
from the sale of securities for working capital to fund business operations and the development of new products, and for other general
corporate purposes, including capital expenditures related to our growth. We may also use a portion of the net proceeds to acquire
or invest in businesses whom, from time to time, we engage and explore the possibility of strategic partnering or investment.
The intended application of
proceeds from the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus
supplement relating to such offering. The precise amount and timing of the application of these proceeds will depend upon a number of
factors, such as funding requirements, timing and progress of research, development and commercialization efforts, and the availability
and costs of other funds. We may temporarily invest the net proceeds in investment-grade, interest-bearing securities until they are used
for their stated purpose. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management
will retain broad discretion over the use of net proceeds from the sale of securities offered hereby.
DESCRIPTION OF CAPITAL STOCK
The description below of our
capital stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to the articles
of incorporation and the bylaws of the Company. These documents are filed as exhibits to the registration statement of which this
prospectus is a part.
Our authorized capital stock
consists of 350,000,000 shares of common stock, $0.001 par value, of which 10,849,032 are outstanding as of May 31, 2023, and 10,000,000
shares of Preferred Stock, $0.001 par value, of which no shares of preferred stock outstanding. Under Nevada law and generally under state
corporation laws, the holders of our common and preferred stock will have limited liability pursuant to which their liability is limited
to the amount of their investment in us.
Common Stock
Subject to preferences that
may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratable dividends, if any, as
may be declared from time to time by the board of directors out of funds legally available for that purpose. In the event of our liquidation,
dissolution or winding up, whether voluntary or involuntary, the holders of common stock are entitled to share ratable in all assets remaining
after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has
no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock to be issued upon
the closing of this offering will be fully paid and nonassessable.
The holders of common stock
are entitled to one vote per share held of record on all matters submitted to a vote of stockholders. The holders of common stock do not
have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the outstanding shares of common
stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferential rights
with respect to any series of preferred stock that may be issued, holders of the common stock are entitled to receive ratable such dividends
as may be declared by the board of directors on the common stock out of funds legally available therefore and, in the event of a liquidation,
dissolution or winding-up of our affairs, are entitled to share equally and ratable in all of our remaining assets and funds.
Preferred Stock
Under the terms of our articles
of incorporation, the board of directors is authorized, subject to any limitations prescribed by law, without shareholder approval, to
issue such shares of preferred stock in one or more series. Each such series of preferred stock shall have such rights, preferences,
privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences,
as shall be determined by the board of directors.
The purpose of authorizing
the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder
vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third
party from acquiring, a majority of our outstanding voting stock.
The effects of issuing preferred
stock could include one or more of the following:
| · | decreasing the amount of earnings and assets
available for distribution to holders of common stock; |
| · | restricting dividends on the common stock; |
| · | diluting the voting power of the common stock; |
| · | impairing the liquidation rights of the common
stock; or |
| · | delaying, deferring or preventing changes in
our control or management. |
Listing
Our common stock is listed
on the NASDAQ Capital Market under the symbol “BEEM”.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is EQ Shareowner Services.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase
our securities or other rights, including rights to receive payment in cash or securities. Warrants may be issued independently or together
with any other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing and may be attached to,
or separate from, such securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be
issued under a separate warrant agreement to be entered into between us and a warrant agent.
We will file as exhibits to
the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that
we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating to any warrants that we may
offer will contain the specific terms of the warrants and a description of the material provisions of the applicable warrant agreement,
if any. These terms may include the following:
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the title of the warrants; |
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the price or prices at which the warrants will be issued; |
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the designation, amount and terms of the
securities or other rights for which the warrants are exercisable; |
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the designation and terms of the other securities,
if any, with which the warrants are to be issued and the number of warrants issued with each other security; |
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the aggregate number of warrants; |
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any provisions for adjustment of the number
or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
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the price or prices at which the securities
or other rights purchasable upon exercise of the warrants may be purchased; |
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if applicable, the date on and after which
the warrants and the securities or other rights purchasable upon exercise of the warrants will be separately transferable; |
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a discussion of any material U.S. federal
income tax considerations applicable to the exercise of the warrants; |
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the date on which the right to exercise the
warrants will commence, and the date on which the right will expire; |
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the maximum or minimum number of warrants that may be exercised at any time; |
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information with respect to book-entry procedures, if any; and |
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any other terms of the warrants, including
terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Exercise of Warrants. Each
warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise price stated or determinable
in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date
shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on
the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner described in the applicable
prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate
trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as possible, forward
the securities or other rights that the warrant holder has purchased. If the warrant holder exercises less than all of the warrants represented
by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
DESCRIPTION OF DEBT SECURITIES
General
We may issue debt securities
which may or may not be converted into shares of common stock. In connection with the issuance of any debt securities which will
not exceed $10,000,000.00, we do not intend to issue them pursuant to a trust indenture. However, if a trust indenture is requested
by a placement agent, underwriter or broker-dealer as a condition of the financing, we will provide and enter into a trust indenture.
If a trust indenture is entered into, we do not intend to register the trust indenture under the Trust Indenture Act of 1939 (“Trust
Indenture Act”) pursuant to an exemption. Under Section 304(a)(9) of the Trust Indenture Act, the Trust Indenture Act does
not apply to any security which is to be issued under an indenture which limits the aggregate principal amount of securities at any time
outstanding thereunder to $10,000,000.00. We do not intend to issue debt securities, if any, pursuant to a trust indenture that
will exceed $10,000,000.00. If a trust indenture is entered into, we will file the trust indenture as an exhibit on Form 8-K before
making any offer of debt securities.
The following description
is a summary of selected provisions relating to the debt securities that we may issue. The summary is not complete. When debt
securities are offered in the future, a prospectus supplement, information incorporated by reference or a free writing prospectus, as
applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The
specific terms of the debt securities as described in a prospectus supplement, information incorporated by reference, or free writing
prospectus will supplement and, if applicable, may modify or replace the general terms described in this section.
This summary and any description
of debt securities in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject
to and is qualified in its entirety by reference to all the provisions of any specific debt securities document or agreement. We
will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement
of which this prospectus is a part on or before the time we issue a series of warrants. See “Where You Can Find Additional Information” and “Incorporation of Information by Reference” above for information on how to obtain a copy of a warrant
document when it is filed.
The indenture agent under
an indenture agreement, if any, will act solely as our agent in connection with the debt securities issued under that agreement.
Any holder of debt securities may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise those debt securities in accordance with their terms. When we refer to a series of debt securities, we mean all
debt securities issued as part of the same series under the applicable indenture.
Terms
The applicable prospectus
supplement, information incorporated by reference or free writing prospectus, may describe the terms of any debt securities that we may
offer, including, but not limited to, the following:
| · | the title of the debt securities; |
| · | the total amount of the debt securities; |
| · | the amount or amounts of the debt securities
will be issued and interest rate; |
| · | the conversion price at which the debt securities
may be converted; |
| · | the date on which the right to exercise the debt
securities will commence and the date on which the right will expire; |
| · | if applicable, the minimum or maximum amount
of debt securities that may be exercise at any one time; |
| · | if applicable, the designation and terms of the
underlying securities with which the debt securities are issued and the amount of debt securities issued with each underlying security; |
| · | if applicable, a discussion of material United
States federal income tax consideration; |
| · | if applicable, the terms of the payoff of the
debt securities; |
| · | the identity of the indenture agent, if any; |
| · | the procedures and conditions relating to the
exercise of the debt securities; and |
| · | any other terms of the debt securities, including
terms, procedure and limitation relating to the exchange or exercise of the debt securities. |
Form, Exchange and Transfer
We may issue the debt securities
in registered form or bearer form. Debt securities issued in registered form, i.e., book-entry form, will be represented by a global
security registered in the name of a depository, which will be the holder of all the debt securities represented by the global security.
Those investors who own beneficial interests in a global debt security will do so through participants in the depository’s system,
and the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants.
In addition, we may issue debt securities in non-global form, i.e., bearer form. If any debt securities are issued in non-global
form, debt securities certificates may be exchanged for new debt securities certificates of different denominations, and holders may exchange,
transfer or exercise their debt securities at the indenture agent’s office, if any, or any other office indicated in the applicable
prospectus supplement, information incorporated by reference or free writing prospectus.
Prior to the exercise of their
debt securities, holders of debt securities exercisable for shares of common stock or preferred will not have any rights of holders of
common stock or preferred stock and will not be entitled to dividend payments, if any, or voting rights of the shares of common stock
or preferred stock.
Conversion of Debt Securities
A debt security may entitle
the holder to purchase in exchange for the extinguishment of debt an amount of securities at an exercise price that will be stated in
the debt security. Debt securities may be converted at any time up to the close of business on the expiration date set forth in
the terms of such debt security. After the close of business on the expiration date, debt securities not exercised will be paid
in accordance with their terms.
Debt securities may be converted
as set forth in the applicable offering material. Upon receipt of a notice of conversion properly completed and duly executed at
the corporate trust office of the indenture agent, if any, or to us, we will forward, as soon as practicable, the securities purchasable
upon such exercise. If less than all of the debt security represented by such security is converted, a new debt security will be
issued for the remaining debt security.
DESCRIPTION OF UNITS
We may issue units composed
of any combination of our common stock, preferred stock, warrants and debt securities. We will issue each unit so that the holder
of the unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The following description
is a summary of selected provisions relating to units that we may offer. The summary is not complete. When units are offered
in the future, a prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable, will explain
the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the units
as described in a prospectus supplement, information incorporated by reference, or free writing prospectus will supplement and, if applicable,
may modify or replace the general terms described in this section.
This summary and any description
of units in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to and is
qualified in its entirety by reference to the unit agreement, collateral arrangements and depositary arrangements, if applicable.
We will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration
statement of which this prospectus is a part on or before the time we issue a series of units. See “Where You Can Find Additional Information” and “Incorporation of Information by Reference” above for information on how to obtain a copy of a document
when it is filed.
The applicable prospectus
supplement, information incorporated by reference or free writing prospectus may describe:
| · | the designation and terms of the units and of
the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
| · | any provisions for the issuance, payment, settlement,
transfer or exchange of the units or of the securities composing the units; |
| · | whether the units will be issued in fully registered
or global form; and |
| · | any other terms of the units. |
The applicable provisions
described in this section, as well as those described under “Description of Capital Stock” and “Description of Warrants”
above, will apply to each unit and to each security included in each unit, respectively.
DESCRIPTION OF RIGHTS
We may issue rights to our
stockholders to purchase shares of common stock or preferred stock. Each series of rights may be issued under a separate agreement
to be entered into between us and a bank or trust company, as subscription agent, or in a similar capacity, all as set forth in the prospectus
supplement relating to the particular issue of rights. Such agent will act solely as our agent in connection with the certificates
relating to the rights of such series and will not assume any obligation or relationship of agency or trust for or with any holders of
rights certificates or beneficial owners of rights. We will file with the SEC any material agreements or rights certificates relating
to each series of rights.
The applicable prospectus
supplement will describe the terms of the rights to be issued, including the following, where applicable:
| |
· |
the date for determining the stockholders entitled to the rights distribution; |
| |
· |
the aggregate number of shares of common stock or preferred stock purchasable upon exercise of such rights and the exercise price; |
| |
· |
the designation and terms of the class or series of preferred stock, if any, purchasable upon exercise of such rights; |
| |
· |
the exercise price; |
| |
· |
the aggregate number of rights being issued; |
| |
· |
the date, if any, on and after which such rights may be transferable separately; |
| |
· |
the date on which the right to exercise such rights shall commence and the date on which such right shall expire; |
| |
· |
any special U.S. federal income tax consequences; and |
| |
· |
any other terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights. |
The description in any accompanying
prospectus supplement of any rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the
applicable rights certificate or related agreements, if applicable, which will be filed with the SEC if we offer rights. For more
information on how you can obtain copies of any rights certificate or related material agreements if we offer rights, see “Where You Can Find More Information” in this prospectus. We urge you to read the applicable rights certificate, the applicable
material agreements, if any, and any applicable prospectus supplement in their entirety.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act of 1933, as amended (“Securities Act”), with respect to the
securities covered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with
respect to us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration
statement. A copy of the registration statement and the exhibits filed with the registration statement may be inspected without
charge at the Public Reference Room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet
website that contains reports, proxy and information statements and other information regarding registrants that file electronically with
the SEC. The address of the website is http://www.sec.gov.
We are subject to the information
and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, in accordance
therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements
and other information are available for inspection and copying at the Public Reference Room and website of the SEC referred to above.
We maintain a website at http://www.beemforall.com. You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC
free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the
SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a
part of this prospectus.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents. The information we incorporate by reference is an important part of this prospectus, and certain information that
we will later file with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below, as well as any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date
of the initial registration statement and prior to the effectiveness of this registration statement, and any filings made after the date
of this prospectus until we sell all of the securities under this prospectus, except that we do not incorporate any document or portion
of a document that was furnished and deemed by the rules of the SEC not to have been filed:
Additionally, all reports
and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after (i) the date of
the initial registration statement and prior to effectiveness of the registration statement; and (ii) the date of this prospectus and
prior to the termination or completion of this offering, shall be deemed to be incorporated by reference in this prospectus and to be
part hereof from the date of filing of such reports and other documents. Any information that we subsequently file with the SEC
that is incorporated by reference as described above will automatically update and supersede any previous information that is part of
this prospectus.
We hereby undertake to provide
without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request
of any such person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus, other
than exhibits to such documents. Requests for such copies should be directed to our Corporate Secretary at 5660 Eastgate Drive,
San Diego, CA 92121; telephone number is (858) 799-4583.
PLAN OF DISTRIBUTION
We may sell the securities
offered by this prospectus from time to time in one or more transactions, including, without limitation:
| · | to or through underwriters; |
| · | through broker-dealers (acting as agent or principal); |
| · | directly by us to purchasers (including our affiliates
and shareholders), through a specific bidding or auction process, a rights offering or otherwise; |
| · | through a combination of any such methods of
sale; or |
| · | through any other methods described in a prospectus
supplement. |
The distribution of securities
may be effected, from time to time, in one or more transactions, including:
| · | block transactions (which may involve crosses)
and transactions on the Nasdaq Capital Market or any other organized market where the securities may be traded; |
| · | purchases by a broker-dealer as principal and
resale by the broker-dealer for its own account pursuant to a prospectus supplement; |
| · | ordinary brokerage transactions and transactions
in which a broker-dealer solicits purchasers; |
| · | sales “at the market” to or through
a market maker or into an existing trading market, on an exchange or otherwise; and |
| · | sales in other ways not involving market makers
or established trading markets, including direct sales to purchasers. |
The securities may be sold
at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters
or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts,
concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in
the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may
be deemed to be underwriting discounts and commissions under the Securities Act. If such dealers or agents were deemed to be underwriters,
they may be subject to statutory liabilities under the Securities Act.
We may also make direct sales
through subscription rights distributed to our existing shareholders on a pro rata basis, which may or may not be transferable.
In any distribution of subscription rights to our shareholders, if all of the underlying securities are not subscribed for, we may then
sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents,
including standby underwriters, to sell the unsubscribed securities to third parties.
Some or all of the securities
that we offer through this prospectus may be new issues of securities with no established trading market. Any underwriters to whom
we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and
they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued
trading markets for, any securities that we offer.
Agents may, from time to time,
solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement, document incorporated
by reference or free writing prospectus, as applicable, any agent involved in the offer or sale of the securities and set forth any compensation
payable to the agent. Unless otherwise indicated, any agent will be acting on a best efforts basis for the period of its appointment.
Any agent selling the securities covered by this prospectus may be deemed to be an underwriter of the securities.
If underwriters are used in
an offering, securities will be acquired by the underwriters for their own account and may be resold, from time to time, in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale,
or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter
or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at
the time an agreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters,
as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth
the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable.
This prospectus, the applicable prospectus supplement and any applicable free writing prospectus will be used by the underwriters to resell
the securities.
If a dealer is used in the
sale of the securities, we, or an underwriter, will sell the securities to the dealer, as principal. The dealer may then resell
the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we
will set forth in the prospectus supplement, document incorporated by reference or free writing prospectus, as applicable, the name of
the dealer and the terms of the transactions.
We may directly solicit offers
to purchase the securities and may make sales of securities directly to institutional investors or others. These persons may be
deemed to be underwriters with respect to any resale of the securities. To the extent required, the prospectus supplement, document
incorporated by reference or free writing prospectus, as applicable, will describe the terms of any such sales, including the terms of
any bidding or auction process, if used.
Agents, underwriters and dealers
may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities
incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities.
If required, the prospectus supplement, document incorporated by reference or free writing prospectus, as applicable, will describe the
terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may
be customers of, engage in transactions with or perform services for us or our subsidiaries or affiliates in the ordinary course of business.
Under the securities laws
of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.
Any person participating in
the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable
provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the
timing of purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability
of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock.
These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making
activities with respect to our common stock.
Certain persons participating
in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such
activities will occur, they will be described in the applicable prospectus supplement.
In compliance with the guidelines
of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission or agency fees or other
items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of any
offering pursuant to this prospectus and any applicable prospectus supplement, as the case may be.
If more than 10% of the net
proceeds of any offering of securities made under this prospectus will be received by FINRA members participating in the offering or affiliates
or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA Conduct Rule 5110(h).
To the extent required, this
prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.
LEGAL MATTERS
Weintraub Tobin Chediak Coleman
Grodin Law Corporation will pass upon legal matters in connection with the validity of the securities offered hereby for us.
EXPERTS
The financial statements of
Beam Global as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022 incorporated in this
Prospectus by reference from the Beam Global Annual Report on Form 10-K for the year ended December 31, 2022 have been audited by RSM
US LLP, an independent registered public accounting firm, as stated in their report thereon incorporated herein by reference, and have
been incorporated in the Prospectus and Registration Statement in reliance on such report and upon the authority of said firm as experts
in accounting and auditing.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named
in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director, officer, or employee.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. |
Other Expenses of Issuance and Distribution |
The estimated expenses payable
by the registrant in connection with the issuance and distribution of the securities being registered are as follows:
| SEC Registration Fee | |
$ | 6,016.20 | (1) |
| FINRA Filing Fee | |
| | (2) |
| Accounting Fees and Expenses | |
| | (2) |
| Legal Fees and Expenses | |
| | (2) |
| Transfer Agent Fees and Expenses | |
| | (2) |
| Miscellaneous Fees and Expenses | |
| | (2) |
| Total | |
$ | | (2) |
| (1) |
Pursuant to Rule 415(a)(6) promulgated under the
Securities Act, the securities registered pursuant to this registration statement include $81,000,000 of unsold securities (the “Unsold
Primary Securities”) previously registered by us on our registration statement on Form S-3 (File No. 333-238701) (the “Existing
Registration Statement”) declared effective by the SEC on June 4, 2020. The Existing Registration Statement registered the offer
and sale by us of an indeterminate number or amount of shares of our common stock having an aggregate offering price of $150,000,000.
We have determined to include in this registration statement the Unsold Primary Securities. Pursuant to Rule 415(a)(6) promulgated under
the Securities Act, this registration statement includes all of the Unsold Primary Securities and we are applying the previously paid
filing fee associated with the Unsold Primary Securities to this registration statement. Accordingly, the filing fee of $6,016.20 being
paid herewith relates to the $69,000,000 of newly registered securities.
|
| (2) |
These fees are calculated based on the number of issuances and amount of securities offered or on future work performed and accordingly cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
| Item 15. |
Indemnification of Directors and Officers |
The Company is incorporated under the laws of
the State of Nevada. Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that, subject to certain exceptions under
Nevada law, or unless the Articles of Incorporation or an amendment thereto provide for greater individual liability, a director or officer
is not individually liable to the Company or its stockholders or creditors for any damages as a result of any act or failure to act in
his or her capacity as a director or officer unless it is proven that (i) the director’s or officer’s act or failure to act
constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. The Company’s Bylaws further provide that a director shall not be personally liable
for monetary damages for any action taken, or failure to take any action, unless (i) the director breached or failed to perform the duties
of his or her office as provided in the NRS; and (ii) the breach or failure to perform constituted self-dealing, willful misconduct or
recklessness.
Under Section 78.7502 of the NRS, the Company
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason
of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with the action, suit or proceeding, if such person: (i) is not liable pursuant to Section 78.138 of the NRS; or (ii) acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Further, the Company may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, if such person: (i)
is not liable pursuant to NRS Section 78.138; or (ii) acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Company. However, indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction to be liable to the Company or for amounts paid in settlement to
the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper. Under Section 78.751 of the NRS, to the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding subject to the Nevada indemnification
laws, or otherwise in defense of any such claim, issue or matter, the Company is required to indemnify him or her against expenses, including
attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The Company’s Articles of
Incorporation and Bylaws comply with the Nevada law as set forth above.
As permitted by Nevada law, the Company’s
Bylaws authorize the Company to reimburse expenses (including attorneys’ fees) incurred by a director or officer in defending any
civil or criminal action or as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt
of any undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Company.
The Company is authorized under Nevada law to
purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, for any liability asserted against him or her and liability and expenses incurred by him or her in his or her
capacity as a director or officer or arising out of his or her status as such, whether or not the Company has the authority to indemnify
him or her against such liability and expenses.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors and officers, and to persons controlling our company pursuant to the foregoing
provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
* To the extent applicable, to be filed by an amendment or as an exhibit
to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
(a)
The undersigned registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by section 10(a)(3) of the Securities Act of 1933.
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement.
Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the
registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(ii) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
date of first use.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities.
The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was declared effective.
(d) The
undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on June 2, 2023.
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BEAM GLOBAL |
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By: |
/s/ Desmond Wheatley |
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Desmond Wheatley |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Desmond Wheatley, his or her true and lawful attorney-in-fact
and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for
the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and
full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
| Dated: June 2, 2023 |
By: |
/s/ Desmond Wheatley |
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Desmond Wheatley, President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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| Dated: June 2, 2023 |
By: |
/s/ Katherine H. McDermott |
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Katherine H. McDermott, Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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| Dated: June 2, 2023 |
By: |
/s/ Nancy Floyd |
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Nancy Floyd, Director |
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| Dated: June 2, 2023 |
By: |
/s/ Peter Davidson |
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Peter Davidson, Director |
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| Dated: June 2, 2023 |
By: |
/s/ Anthony Posawatz |
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Anthony Posawatz, Director |
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Envision Solar (NASDAQ:EVSI)
過去 株価チャート
から 5 2024 まで 6 2024
Envision Solar (NASDAQ:EVSI)
過去 株価チャート
から 6 2023 まで 6 2024
