Beam Global filed an 8-K on October 7, 2026, disclosing that on October 6, 2026, it entered into a Share Sale and Purchase Agreement to acquire all issued and outstanding shares of ScoutDI AS, a Norwegian drone and industrial inspection technology company, for an aggregate base purchase price of $24,000,000.

Key Highlights

  • Base Purchase Price: $24,000,000, subject to customary post-closing adjustments for cash, debt, working capital, and transaction expenses.
  • Payment Mix: 90% cash and 10% in shares of Beam Global common stock, valued at the five-day volume-weighted average price ending the trading day before signing; sellers may elect additional shares in lieu of cash.
  • Escrow: 15% of the Base Purchase Price deposited into escrow for 18 months to secure the sellers' obligations.
  • Earn-Out (2026): Target earn-out of $2,400,000, with a maximum 2026 earn-out of $3,800,000; no 2026 earn-out is payable if revenue is less than $3,500,000.
  • Earn-Out (2027): Sellers eligible to receive $2.00 for each $1.00 of revenue above $4,000,000, subject to terms and limitations in the agreement.
  • Termination Deadline: Either party may terminate if closing has not occurred by November 4, 2026, subject to extension by mutual agreement.
  • Share Issuance: Shares expected to be issued under Regulation S; capped at the number issuable without stockholder approval under Nasdaq Listing Rule 5635, with any excess paid in cash.

Beam Global's Agreement to Acquire Norwegian Drone Firm ScoutDI AS

According to the filing, Beam Global (NASDAQ:BEEM) entered into the Purchase Agreement with the shareholders of ScoutDI AS and Husteli AS, acting as the sellers' representative. The filing describes ScoutDI as a company that "develops and supplies drones and specialized planning, analysis and reporting solutions to industrial inspection service providers in the oil and gas and maritime sectors." Upon closing, ScoutDI would become a wholly owned subsidiary of Beam Global.

The filing details a structured payment arrangement. Of the $24,000,000 base price, 10% is payable in Beam Global common stock and 90% in cash. Sellers may elect to receive additional consideration in shares rather than cash, though share issuances are capped under Nasdaq Listing Rule 5635. Fifteen percent of the base price is to be held in escrow for 18 months. The earn-out structure for fiscal 2026 scales from 10% of the $2,400,000 target if ScoutDI revenue reaches $3,500,000, rising to 100% at $3,800,000 in revenue, with an additional $2.00 per $1.00 of revenue above $3,800,000 up to $4,500,000, producing a maximum 2026 earn-out of $3,800,000. For fiscal 2027, the earn-out accrues at $2.00 per $1.00 of revenue above $4,000,000.

Closing is subject to conditions including Beam Global's receipt of ScoutDI financial statements required for SEC reporting and the absence of a material adverse effect on ScoutDI. The sellers agreed to covenants requiring ScoutDI to operate in the ordinary course prior to closing and not to solicit or negotiate alternative acquisition proposals. The filing notes that the forward-looking statements it contains, including those regarding timing, consideration, and earn-out payments, are subject to risks and uncertainties and that "actual results may differ materially."

What Was Disclosed

Beam Global disclosed a definitive agreement to acquire all shares of ScoutDI AS for a $24,000,000 base price, structured as 90% cash and 10% stock, with earn-out provisions tied to ScoutDI's 2026 and 2027 revenues and a termination deadline of November 4, 2026.