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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 2, 2023

 

BEAM GLOBAL

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-53204   26-1342810
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

5660 Eastgate Drive, San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (858) 799-4583

 

___________________________________________________

(Former name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

  

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 13(a) of the Exchange Act. o

 

Securities registered pursuant to Section 12(b) of the Act:

   
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   BEEM   NASDAQ Capital Market
Warrants   BEEMW   NASDAQ Capital Market

 

 

   

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On June 2, 2023, Nancy Floyd, a member of the Company’s Board of Directors (the “Board”) and member of the Audit, Compensation and Nominating and Governance committees of the Board, informed the Company that she would be resigning as a director of the Board for personal reasons effective as of June 30, 2023. Ms. Floyd remains an avid supporter and shareholder of the Company and her resignation from the Board did not result from any disagreement with the Company. The Company is extremely grateful for Ms. Floyd’s dedication and service to the Company.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 2, 2023, the Company notified the NASDAQ Stock Market, LLC that upon Ms. Floyd’s resignation, the Company will no longer be in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of a minimum of three independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire within 180 days from Ms. Floyd’s departure. The Company intends to appoint an additional independent director to the Audit Committee of the Board prior to the end of the cure period.

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BEAM GLOBAL
     
Dated:  June 2, 2023 By: /s/ Katherine H. McDermott
  Name: Katherine H. McDermott
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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