Beam Global: agrees to acquire ScoutDI for $24,000,000

What happened

• Beam Global filed an 8-K reporting that on Oct 6, 2026 it entered into a Share Sale and Purchase Agreement to acquire all of the issued and outstanding shares of ScoutDI AS, following which ScoutDI will become a wholly owned subsidiary, for an aggregate base purchase price of $24,000,000.

Key details

• The Base Purchase Price is payable 10% in Beam Global common stock (valued at the volume-weighted average price for the five trading days ending the trading day before signing) and 90% in cash; 15% of the Base Purchase Price will be deposited into escrow for 18 months.
• Sellers may elect additional shares in lieu of cash; share issuances are capped at the number of shares issuable without stockholder approval under Nasdaq Listing Rule 5635 (the "Share Cap"); excess is paid in cash.
• Earn-outs: fiscal 2026 target is $2,400,000 with no 2026 earn-out if ScoutDI revenue is less than $3,500,000; 10% of target at $3,500,000 rising straight-line to 100% at $3,800,000; above $3,800,000 sellers earn $2.00 for each $1.00 of revenue up to $4,500,000 (maximum 2026 earn-out $3,800,000). For fiscal 2027, sellers are eligible to receive $2.00 for each $1.00 of revenue above $4,000,000. Sellers may elect earn-out payments in cash or in shares, subject to the Share Cap.
• Closing is subject to customary conditions, including the Company’s receipt of ScoutDI financial statements required for SEC reporting and absence of a material adverse effect; the agreement may be terminated if closing has not occurred by Nov 4, 2026, subject to extension.
• Item 3.02 was reported regarding unregistered sales of equity securities; the filing states the common stock issuable under the Purchase Agreement is expected to be issued in reliance on Regulation S.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) was reported; the item covers the acquisition terms, purchase price, payment structure, earn-outs, escrow, closing conditions and seller indemnities described above. A filing does not show why the insider traded or why the company acted.