Beam Global (BEEM) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Nov. 04, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-53204
Entity Registrant Name	Beam Global
Entity Central Index Key	0001398805
Entity Tax Identification Number	26-1342810
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5660 Eastgate Dr.
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	799-4583
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,095,562
Common Stock 0. 001 Par Value [Member]
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	BEEM
Security Exchange Name	NASDAQ
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	BEEMW
Security Exchange Name	NASDAQ

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 4,680	$ 21,949
Accounts receivable	6,063	3,827
Prepaid expenses and other current assets	1,586	180
Inventory, net	12,187	1,611
Total current assets	24,516	27,567
Property and equipment, net	1,593	650
Operating lease right of use asset	1,795	2,030
Goodwill	4,600	0
Intangible assets, net	10,215	359
Deposits	62	52
Total assets	42,781	30,658
Current liabilities
Accounts payable	3,831	1,567
Accrued expenses	921	727
Sales tax payable	62	57
Deferred revenue, current	1,395	136
Contingent consideration, current	4,838	0
Operating lease liabilities, current	642	468
Total current liabilities	11,689	2,955
Deferred revenue, noncurrent	233	118
Contingent consideration, noncurrent	103	0
Operating lease liabilities, noncurrent	1,213	1,607
Total liabilities	13,238	4,680
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of September 30, 2022 and December 31, 2021.	0	0
Common stock, $0.001 par value, 350,000,000 shares authorized, 10,095,562 and 8,971,711 shares issued or issuable and outstanding as of September 30, 2022 and December 31, 2021, respectively.	10	9
Additional paid-in-capital	99,022	83,588
Accumulated deficit	(69,489)	(57,619)
Total stockholders' equity	29,543	25,978
Total liabilities and stockholders' equity	$ 42,781	$ 30,658

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common Stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock shares authorized	350,000,000	350,000,000
Common Stock shares issued	10,095,562	8,971,711
Common Stock shares outstanding	10,095,562	8,971,711

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenues	$ 6,611	$ 2,021	$ 14,099	$ 5,514
Cost of revenues	6,950	2,229	15,069	6,145
Gross loss	(339)	(208)	(970)	(631)
Operating expenses	6,468	1,481	10,933	3,953
Loss from operations	(6,807)	(1,689)	(11,903)	(4,584)
Other income (expense)
Interest income	18	1	35	4
Interest expense	0	0	(1)	0
Total other income, net	18	1	34	4
Loss before income tax expense	(6,789)	(1,688)	(11,869)	(4,580)
Income tax expense	0	0	1	1
Net loss	$ (6,789)	$ (1,688)	$ (11,870)	$ (4,581)
Net loss per share - basic	$ (0.67)	$ (0.19)	$ (1.21)	$ (0.52)
Net loss per share - diluted	$ (0.67)	$ (0.19)	$ (1.21)	$ (0.52)
Weighted average shares outstanding - basic	10,088	8,920	9,827	8,856
Weighted average shares outstanding - diluted	10,088	8,920	9,827	8,856

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 8	$ 80,166	$ (51,023)	$ 29,151
Beginning balance, shares at Dec. 31, 2020	8,482
Stock issued for director services - vested		123		123
Stock issued for director services - vested, shares	11
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	(24)
Stock option expense		69		69
Warrants exercised for cash	$ 1	2,469		2,470
Warrants exercised for cash, shares	389
Stock option exercise (cashless)		(47)		(47)
Stock option exercise (cashless), shares	1
Net loss			(1,251)	(1,251)
Ending balance, value at Mar. 31, 2021	$ 9	82,780	(52,274)	30,515
Ending balance, shares at Mar. 31, 2021	8,859
Stock issued for director services - vested		246		246
Stock issued for director services - vested, shares	12
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	(2)
Stock option expense		58		58
Warrants exercised for cash		174		174
Warrants exercised for cash, shares	28
Stock option exercise (cashless)		(34)		(34)
Stock option exercise (cashless), shares	1
Net loss			(1,642)	(1,642)
Ending balance, value at Jun. 30, 2021	$ 9	83,224	(53,916)	29,317
Ending balance, shares at Jun. 30, 2021	8,898
Stock issued for director services - vested		270		270
Stock issued for director services - vested, shares	13
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	(3)
Stock option expense		49		49
Warrants exercised for cash		41		41
Warrants exercised for cash, shares	6
Stock option exercise (cashless)		(544)		(544)
Stock option exercise (cashless), shares	33
Stock option exercise (for cash)		11		11
Stock option exercise (for cash) , shares	1
Net loss			(1,689)	(1,689)
Ending balance, value at Sep. 30, 2021	$ 9	83,051	(55,605)	27,455
Ending balance, shares at Sep. 30, 2021	8,948
Beginning balance, value at Dec. 31, 2021	$ 9	83,588	(57,619)	25,978
Beginning balance, shares at Dec. 31, 2021	8,972
Stock issued for director services - vested		107		107
Stock issued for director services - vested, shares	5
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	2
Stock issued for acquisition	$ 1	14,358		14,359
Stock issued for acquisition , shares	1,055
Stock option expense		94		94
Warrants exercised for cash		88		88
Warrants exercised for cash, shares	14
Net loss			(2,278)	(2,278)
Ending balance, value at Mar. 31, 2022	$ 10	98,235	(59,897)	38,348
Ending balance, shares at Mar. 31, 2022	10,048
Beginning balance, value at Dec. 31, 2021	$ 9	83,588	(57,619)	25,978
Beginning balance, shares at Dec. 31, 2021	8,972
Ending balance, value at Sep. 30, 2022	$ 10	99,022	(69,489)	29,543
Ending balance, shares at Sep. 30, 2022	10,096
Beginning balance, value at Mar. 31, 2022	$ 10	98,235	(59,897)	38,348
Beginning balance, shares at Mar. 31, 2022	10,048
Stock issued for director services - vested		104		104
Stock issued for director services - vested, shares	5
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	(5)
Stock option expense		98		98
Warrants exercised for cash		228		228
Warrants exercised for cash, shares	36
Net loss			(2,803)	(2,803)
Ending balance, value at Jun. 30, 2022	$ 10	98,665	(62,700)	35,975
Ending balance, shares at Jun. 30, 2022	10,084
Stock issued for director services - vested		104		104
Stock issued for director services - vested, shares	5
Stock issued to escrow account - unvested
Stock issued to escrow account - unvested, shares	(5)
Stock option expense		111		111
Warrants exercised for cash		2		2
Stock option exercise (cashless)
Stock option exercise (cashless), shares	1
Stock issued for Committed Equity Facility		140		140
Stock issued for Committed Equity Facility , shares	11
Net loss			(6,789)	(6,789)
Ending balance, value at Sep. 30, 2022	$ 10	$ 99,022	$ (69,489)	$ 29,543
Ending balance, shares at Sep. 30, 2022	10,096

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net loss	$ (11,870)	$ (4,581)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	774	57
Common stock issued for services	315	639
Change in fair value of contingent consideration liabilities	3,690	0
Compensation expense related to grant of stock options	303	176
Amortization of operating lease right of use asset	15	0
Amortization of debt discount	0	27
(Increase) decrease in:
Accounts receivable	(2,236)	(689)
Prepaid expenses and other current assets	(1,020)	90
Inventory	(8,304)	(1,012)
Increase in:
Accounts payable	2,255	62
Accrued expenses	194	37
Sales tax payable	5	(19)
Deferred revenue	155	52
Net cash used in operating activities	(15,724)	(5,161)
Investing Activities:
Working capital payment for acquisition	(811)	0
Purchases of equipment	(755)	(473)
Funding of patent costs	(79)	(61)
Net cash used in investing activities	(1,645)	(534)
Financing Activities:
Taxes paid related to net share settlement of equity awards	0	(614)
Proceeds from warrant exercises	318	2,684
Payments of equity offering costs	(218)	0
Net cash provided by financing activities	100	2,070
Net decrease in cash	(17,269)	(3,625)
Cash at beginning of period	21,949	26,703
Cash at end of period	4,680	23,078
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Fair value of common stock issued as consideration for business combination	14,359	0
Purchase of property and equipment by incurring current liabilities	9	0
Depreciation cost capitalized into inventory	126	22
Right-of-use assets obtained in exchange for lease liabilities	192	0
Issuance of stock for Committed Equity Line	$ 140	$ 0

NATURE OF OPERATIONS, BASIS OF

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a cleantech innovation company based in San Diego, California. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s infrastructure products enable electric vehicle charging and reliable electrical power in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. Beam’s energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. Refer to note 3, Business Combination for additional details. Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2022 and 2021, and our financial position as of September 30, 2022, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2021. The December 31, 2021 balance sheet is derived from those statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2022. As of September 30, 2022, approximately $ 4.9 million Major Customers The Company continually assesses the financial strength of its customers. For the three months ended September 30, 2022, two customers accounted for 22 10 15 10 74 36 25 11 30 22 13 10 58 84 Significant Accounting Policies During the nine months ended September 30, 2022, there were no changes to our significant accounting policies as described in in our Annual Report on Form 10-K for the year ended December 31, 2021. See below for our policy related to business combinations, goodwill and indefinite-lived intangible assets and fair value measurements. Business Combination The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. Goodwill and Indefinite-lived Intangible Assets Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. The carrying values of intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. Fair Value Measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · · · The carrying amounts of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate the related fair values due to the short-term maturities of these instruments. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 279,658 469,305 222,383 542,823 Segments The Company follows ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.” Management assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. For periods through the date of the All Cell acquisition, the Company had, and reported in, one reportable segment. Subsequent to the acquisition of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis. Therefore, financial results continue to be reported in a single operating segment.

LIQUIDITY

LIQUIDITY	9 Months Ended
	Sep. 30, 2022
Liquidity
LIQUIDITY	2. LIQUIDITY The Company has a history of net losses. For the nine months ended September 30, 2022 and 2021, the Company had net losses of $ 11.9 million 5.1 million 4.6 million 0.9 million At September 30, 2022, the Company had a cash balance of $ 4.7 million 12.8 million 0.3 million 2.7 million

BUSINESS COMBINATION

BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATION	3. BUSINESS COMBINATION On March 4, 2022, the Company completed its acquisition of substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions. We believe this strategic acquisition will increase and diversify our Company’s revenue, gross profitability, manufacturing capabilities, intellectual portfolio and customer base. The Company purchased substantially all of the assets and business of All Cell for 1,055,000 In addition, All Cell is eligible to earn an additional number of shares of Beam Common Stock if Beam’s new energy storage business meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of energy storage products revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of energy storage products 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of Beam Common Stock that the Company will issue to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. Revenue from energy storage products used in Beam Global products will not be considered as contributing to the Earnout calculation. The preliminary fair value of consideration transferred consisted of the following (in thousands): Schedule of Noncash or Part Noncash Acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Intangible assets, including goodwill 15,059 Total assets acquired 17,640 Customer deposits (1,219 ) Total liabilities assumed (1,219 ) Total assets and liabilities assumed $ 16,421 The estimated fair values assigned to identifiable assets acquired and liabilities assumed are provisional pending the finalization of the working capital and purchase price allocation and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to complete the allocation of purchase price as soon as practicable, but no later than one year after the acquisition date. The Company incurred $ 0.1 million Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected to be achieved by the combined company and expanded market opportunities. The goodwill is expected to be fully deductible for tax purposes. The valuation of the Earnout Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues of All Cell, volatility, discount rates, share price and the milestone settlement value. As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement. The fair value of the Earnout Consideration is reassessed on a quarterly basis with the change recorded to operating expenses. Change in the fair value of the Earnout Consideration during the nine months ended September 30, 2022 is as follows (in thousands): Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 3,690 Balance as of September 30, 2022 $ 4,941 The preliminary fair values assigned to identifiable intangible assets and goodwill acquired are as follows ($ in thousands): Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 The fair values of the developed technology, trade name, customer relationships and backlog were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits in the form of cash flows to be derived from ownership of the asset. The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, competitive, and other factors that may limit the useful life. The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives except for customer deposits which uses accelerated depreciation. Pro Forma Financial Information The following pro forma financial information summarizes the combined results of operations of Beam Global and All Cell as if the companies had been combined as of the beginning of the nine months ended September 30, 2021 (in thousands): Schedule of Pro Forma Information Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ 10,329 $ 3,869 $ 14,345 $ 7,016 Net Loss $ (9,445 ) $ (2,767 ) $ (12,589 ) $ (4,472 ) The pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the nine months ended September 30, 2021. In addition, the pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs, as well as removes the impact of the debt that was not acquired by the Company. The statement of operations for the three and nine months ended September 30, 2022 includes revenues of $ 1.7 million 3.5 million 5.0 million 6.4 million Broadview Lease As part of the acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million August 31, 2023 0.1 million

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Other Current Assets September 30, December 31, 2022 2021 Vendor prepayments $ 1,004 $ 87 Related party receivable 40 27 Deferred equity offering costs 358 – Prepaid insurance 184 66 Total prepaid expenses and other current assets $ 1,586 $ 180 Related party receivables as of September 30, 2022 and December 31, 2021 consisted primarily of payroll related taxes due for employee stock vesting.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
INVENTORY	5. INVENTORY Inventory consists of the following (in thousands): Schedule of Inventory September 30, December 31, 2022 2021 Finished goods $ 1,615 $ – Work in process 1,773 425 Raw materials 8,799 1,186 Total inventory $ 12,187 $ 1,611

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	6. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment September 30, December 31, 2022 2021 Office furniture and equipment $ 181 $ 132 Computer equipment and software 107 74 Leasehold improvements 165 28 Autos 337 337 Machinery and equipment 1,504 562 Total property and equipment 2,294 1,133 Less accumulated depreciation (701 ) (483 ) Property and Equipment, net $ 1,593 $ 650

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	7. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Schedule of accrued expense September 30, December 31, 2022 2021 Accrued vacation $ 169 $ 238 Accrued salaries and bonus 523 353 Vendor accruals 31 36 Other accrued expense 198 100 Total accrued expenses $ 921 $ 727

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; agreements with vendors where the vendor may provide marketing, investor relations, public relations, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	9. INCOME TAXES There was no Federal income tax expense for the nine months ended September 30, 2022 or 2021 due to the Company’s net losses. Income tax expense represents minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established to offset all deferred tax assets as of September 30, 2022 and no benefit has been provided for the year-to-date loss. On a quarterly basis, the company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	10. STOCKHOLDERS’ EQUITY Stock Issued For Acquisition The Company issued 1,055,000 Committed Equity Facility On September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, LLC (“B. Riley”). Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $ 30.0 million 10,484 150,000 Other than the issuance of the initial commitment shares of the Company’s common stock to B. Riley, the Company had not issued any shares of its common stock to raise capital under the Purchase Agreement as of September 30, 2022. The Company incurred an aggregate cost of approximately $0.4 million in connection with the Purchase Agreement, including the fair value of the 10,484 shares of common stock issued to B. Riley upon the execution of the agreement, which was recorded to prepaid expenses and other current assets on the Balance Sheet to be offset against future proceeds from the sale of the Company’s common stock under the Purchase Agreement. Awards Under Stock Incentive Plans Stock Options Option activity for the nine months ended September 30, 2022 is as follows: Schedule of option activity Weighted Average Number of Exercise Options Price Outstanding at December 31, 2021 263,433 $ 11.56 Granted 21,000 16.72 Exercised (1,750 ) 6.67 Forfeited (3,025 ) 37.68 Outstanding at June 30, 2022 279,658 $ 11.69 The Company’s stock option compensation expense was $ 0.1 million 0.3 million 0.1 million 0.2 million 1.0 million 3.6 198,016 81,642 Restricted Stock A summary of activity of the restricted stock awards for the nine months ended September 30, 2022 is as follows: Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2021 13,669 $ 20.45 Granted 7,436 20.17 Vested (15,050 ) 21.03 Nonvested at September 30, 2022 6,055 $ 18.67 As of September 30, 2022, there were unreleased shares of common stock representing $ 0.1 2.3 Warrants A summary of the number of shares of common stock underlying warrants outstanding for the nine months ended September 30, 2022 is as follows: Schedule of common stock warrant activity Number of Common Stock Weighted Average Exercise Price Outstanding at December 31, 2021 519,658 $ 6.30 Exercised (50,353 ) 6.30 Outstanding at September 30, 2022 469,305 $ 6.30

REVENUES

REVENUES	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
REVENUES	11. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of disaggregated revenues Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Product sales $ 6,268 $ 1,966 $ 13,022 $ 5,207 Maintenance fees 17 11 37 34 Professional services 60 18 491 74 Shipping and handling 288 29 584 214 Discounts and allowances (22 ) (3 ) (35 ) (15 ) Total revenues $ 6,611 $ 2,021 $ 14,099 $ 5,514 During the three and nine months ended September 30, 2022 24 34 91 58 2 At September 30, 2022 and December 31, 2021, deferred revenue was $ 1.6 million 0.3 million 1.3 million 0.1 million 0.3 million 0.2 million

NATURE OF OPERATIONS, BASIS O_2

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a cleantech innovation company based in San Diego, California. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s infrastructure products enable electric vehicle charging and reliable electrical power in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. Beam’s energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. Refer to note 3, Business Combination for additional details.
Basis of Presentation	Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2022 and 2021, and our financial position as of September 30, 2022, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2021. The December 31, 2021 balance sheet is derived from those statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses
Concentrations	Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2022. As of September 30, 2022, approximately $ 4.9 million Major Customers The Company continually assesses the financial strength of its customers. For the three months ended September 30, 2022, two customers accounted for 22 10 15 10 74 36 25 11 30 22 13 10 58 84
Significant Accounting Policies	Significant Accounting Policies During the nine months ended September 30, 2022, there were no changes to our significant accounting policies as described in in our Annual Report on Form 10-K for the year ended December 31, 2021. See below for our policy related to business combinations, goodwill and indefinite-lived intangible assets and fair value measurements.
Business Combination	Business Combination The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones.
Goodwill and Indefinite-lived Intangible Assets	Goodwill and Indefinite-lived Intangible Assets Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. The carrying values of intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist.
Fair Value Measurements	Fair Value Measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · · · The carrying amounts of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate the related fair values due to the short-term maturities of these instruments.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 279,658 469,305 222,383 542,823
Segments	Segments The Company follows ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.” Management assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. For periods through the date of the All Cell acquisition, the Company had, and reported in, one reportable segment. Subsequent to the acquisition of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis. Therefore, financial results continue to be reported in a single operating segment.

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Noncash or Part Noncash Acquisitions	Schedule of Noncash or Part Noncash Acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Intangible assets, including goodwill 15,059 Total assets acquired 17,640 Customer deposits (1,219 ) Total liabilities assumed (1,219 ) Total assets and liabilities assumed $ 16,421
Schedule of fair value earnout	Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 3,690 Balance as of September 30, 2022 $ 4,941
Schedule of acquired intangible assets	Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059
Schedule of Pro Forma Information	Schedule of Pro Forma Information Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ 10,329 $ 3,869 $ 14,345 $ 7,016 Net Loss $ (9,445 ) $ (2,767 ) $ (12,589 ) $ (4,472 )

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Current Assets	Schedule of Other Current Assets September 30, December 31, 2022 2021 Vendor prepayments $ 1,004 $ 87 Related party receivable 40 27 Deferred equity offering costs 358 – Prepaid insurance 184 66 Total prepaid expenses and other current assets $ 1,586 $ 180

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	Schedule of Inventory September 30, December 31, 2022 2021 Finished goods $ 1,615 $ – Work in process 1,773 425 Raw materials 8,799 1,186 Total inventory $ 12,187 $ 1,611

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment September 30, December 31, 2022 2021 Office furniture and equipment $ 181 $ 132 Computer equipment and software 107 74 Leasehold improvements 165 28 Autos 337 337 Machinery and equipment 1,504 562 Total property and equipment 2,294 1,133 Less accumulated depreciation (701 ) (483 ) Property and Equipment, net $ 1,593 $ 650

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of accrued expense	Schedule of accrued expense September 30, December 31, 2022 2021 Accrued vacation $ 169 $ 238 Accrued salaries and bonus 523 353 Vendor accruals 31 36 Other accrued expense 198 100 Total accrued expenses $ 921 $ 727

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Schedule of option activity	Schedule of option activity Weighted Average Number of Exercise Options Price Outstanding at December 31, 2021 263,433 $ 11.56 Granted 21,000 16.72 Exercised (1,750 ) 6.67 Forfeited (3,025 ) 37.68 Outstanding at June 30, 2022 279,658 $ 11.69
Schedule of restricted stock award activity	Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2021 13,669 $ 20.45 Granted 7,436 20.17 Vested (15,050 ) 21.03 Nonvested at September 30, 2022 6,055 $ 18.67
Schedule of common stock warrant activity	Schedule of common stock warrant activity Number of Common Stock Weighted Average Exercise Price Outstanding at December 31, 2021 519,658 $ 6.30 Exercised (50,353 ) 6.30 Outstanding at September 30, 2022 469,305 $ 6.30

REVENUES (Tables)

REVENUES (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Schedule of disaggregated revenues	Schedule of disaggregated revenues Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Product sales $ 6,268 $ 1,966 $ 13,022 $ 5,207 Maintenance fees 17 11 37 34 Professional services 60 18 491 74 Shipping and handling 288 29 584 214 Discounts and allowances (22 ) (3 ) (35 ) (15 ) Total revenues $ 6,611 $ 2,021 $ 14,099 $ 5,514

NATURE OF OPERATIONS, BASIS O_3

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Product Information [Line Items]
Uninsured cash	$ 4,900,000		$ 4,900,000
Options [Member]
Product Information [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			279,658	222,383
Warrants [Member]
Product Information [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			469,305	542,823
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member]
Product Information [Line Items]
Concentration percentage	22%	74%	15%	36%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member]
Product Information [Line Items]
Concentration percentage	10%		10%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member]
Product Information [Line Items]
Concentration percentage			25%		30%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member]
Product Information [Line Items]
Concentration percentage			11%		22%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member]
Product Information [Line Items]
Concentration percentage					13%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 4 [Member]
Product Information [Line Items]
Concentration percentage					10%
Customer Concentration Risk [Member] | Sales [Member] | Government Sales [Member]
Product Information [Line Items]
Concentration percentage			58%	84%

LIQUIDITY (Details Narrative)

LIQUIDITY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Liquidity
Net Income (Loss) Available to Common Stockholders, Basic	$ 11,900,000	$ 4,600,000
Other Noncash Expense	5,100,000	900,000
Cash Equivalents, at Carrying Value	4,700,000
Working capital	12,800,000
Proceed from warrant outstanding	$ 300,000	$ 2,700,000

BUSINESS COMBINATION (Details -

BUSINESS COMBINATION (Details - Fair Value of Consideration Transferred) - USD ($) $ in Thousands		9 Months Ended
	Mar. 04, 2022	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Working Capital Cash Payment		$ 811	$ 0
All Cell Technologies [Member]
Business Acquisition [Line Items]
Common Stock	$ 14,359
Working Capital Cash Payment	811
Earnout Consideration	1,251
Total consideration transferred	$ 16,421

BUSINESS COMBINATION (Details_2

BUSINESS COMBINATION (Details - Preliminary Fair Value Assets Acquired) - All Cell Technologies [Member] $ in Thousands	Mar. 04, 2022 USD ($)
Business Acquisition [Line Items]
Inventory	$ 2,146
Prepaid expenses	28
Deposits	10
Property, plant and equipment	397
Intangible assets, including goodwill	15,059
Total assets acquired	17,640
Customer deposits	(1,219)
Total liabilities assumed	(1,219)
Total assets and liabilities assumed	$ 16,421

BUSINESS COMBINATION (Details_3

BUSINESS COMBINATION (Details - Fair value earnout) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Fair value of earnout consideration, beginning	$ 0
Acquisition of All Cell	1,251
Change in estimated fair value	3,690
Fair value of earnout consideration, ending	$ 4,941

BUSINESS COMBINATION (Details_4

BUSINESS COMBINATION (Details - Intangible assets acquired) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	$ 15,059
Developed Technology Rights [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 8,074
Useful life	11 years
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 1,756
Useful life	10 years
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 444
Useful life	13 years
Order or Production Backlog [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 185
Useful life	1 year
Goodwill [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 4,600

BUSINESS COMBINATION (Details_5

BUSINESS COMBINATION (Details - Pro Forma Information) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 10,329	$ 3,869	$ 14,345	$ 7,016
Net Loss	$ (9,445)	$ (2,767)	$ (12,589)	$ (4,472)

BUSINESS COMBINATION (Details N

BUSINESS COMBINATION (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 04, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Revenue		$ 6,611,000	$ 2,021,000	$ 14,099,000	$ 5,514,000
Operating Lease, Right-of-Use Asset		1,795,000		1,795,000		$ 2,030,000
Broadview Lease [Member]
Business Acquisition [Line Items]
Lease liability	$ 200,000
Operating Lease, Right-of-Use Asset	$ 200,000
Lease term	Aug. 31, 2023
Minimum rental payments		100,000		100,000
All Cell Business [Member]
Business Acquisition [Line Items]
Revenue		1,700,000		5,000,000
Loss from operations		$ 3,500,000		$ 6,400,000
All Cell Technologies [Member]
Business Acquisition [Line Items]
Share issued	1,055,000
Transaction costs	$ 100,000

PREPAID EXPENSES AND OTHER CU_3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Vendor prepayments	$ 1,004	$ 87
Related party receivable	40	27
Deferred equity offering costs	358	0
Prepaid insurance	184	66
Total prepaid expenses and other current assets	$ 1,586	$ 180

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 1,615	$ 0
Work in process	1,773	425
Raw materials	8,799	1,186
Total inventory	$ 12,187	$ 1,611

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2,294	$ 1,133
Less accumulated depreciation	(701)	(483)
Property, Plant and Equipment, Net	1,593	650
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	181	132
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	107	74
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	165	28
Autos [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	337	337
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,504	$ 562

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued vacation	$ 169	$ 238
Accrued salaries and bonus	523	353
Vendor accruals	31	36
Other accrued expense	198	100
Total accrued expenses	$ 921	$ 727

STOCKHOLDERS' EQUITY Schedule o

STOCKHOLDERS' EQUITY Schedule of option activity (Details) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning | shares	263,433
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 11.56
Number of Options Granted | shares	21,000
Weighted Average Exercise Price Granted | $ / shares	$ 16.72
Number of Options Exercised | shares	(1,750)
Weighted Average Exercise Price Exercised | $ / shares	$ 6.67
Number of Options Forfeited | shares	(3,025)
Weighted Average Exercise Price Forfeited | $ / shares	$ 37.68
Number of Options Outstanding, Ending | shares	279,658
Weighted Average Exercise Price Outstanding, Ending | $ / shares	$ 11.69

STOCKHOLDERS' EQUITY Schedule_2

STOCKHOLDERS' EQUITY Schedule of restricted stock award activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Equity [Abstract]
Number of Nonvested Shares Outstanding, Beginning | shares	13,669
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 20.45
Number of Nonvested Shares Granted | shares	7,436
Weighted Average Exercise Price Granted | $ / shares	$ 20.17
Number of Nonvested Shares Vested | shares	(15,050)
Weighted Average Exercise Price Vested | $ / shares	$ 21.03
Number of Nonvested Shares Outstanding, Ending | shares	6,055
Weighted Average Exercise Price Outstanding, Ending | $ / shares	$ 18.67

STOCKHOLDERS' EQUITY Warrant ac

STOCKHOLDERS' EQUITY Warrant activity (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding, Beginning | shares	519,658
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 6.30
Number of Warrants Exercised | shares	(50,353)
Weighted Average Exercise Price Exercised | $ / shares	$ 6.30
Number of Warrants Outstanding, Ending | shares	469,305
Weighted Average Exercise Price Outstanding, Ending | $ / shares	$ 6.30

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued	1,055,000		1,055,000
Unrecognized compensation costs			$ 1,000,000
Number of stock options vested			198,016
Number of stock options unvested	6,055		6,055		13,669
Unrecognized restricted stock grant expense			2 years 3 months 18 days
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation	$ 100,000	$ 100,000	$ 300,000	$ 200,000
Recognized period			3 years 7 months 6 days
Number of stock options unvested	81,642		81,642
Restricted Stock Grants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrecognized restricted stock grant expense grant expense	$ 100,000		$ 100,000
Purchase Agreement [Member] | B Riley [Member] | Common Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Other			150,000
Purchase Agreement [Member] | Common Stock [Member] | B Riley [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Other			$ 30,000,000

REVENUES (Details)

REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 6,611	$ 2,021	$ 14,099	$ 5,514
Discounts and allowances	(22)	(3)	(35)	(15)
Product [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,268	1,966	13,022	5,207
Maintenance [Member]
Disaggregation of Revenue [Line Items]
Revenues	17	11	37	34
Service, Other [Member]
Disaggregation of Revenue [Line Items]
Revenues	60	18	491	74
Shipping and Handling [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 288	$ 29	$ 584	$ 214

REVENUES (Details Narrative)

REVENUES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability	$ 1,600,000		$ 1,600,000		$ 300,000
Product Deposits [Member]
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability	1,300,000		1,300,000		100,000
Maintenance Fees [Member]
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability	$ 300,000		$ 300,000		$ 200,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member]
Disaggregation of Revenue [Line Items]
Concentration percentage			2%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member]
Disaggregation of Revenue [Line Items]
Concentration percentage	24%	91%	34%	58%