UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Beam Global
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
07373B109
(CUSIP Number)
David B. Townsend
Townsend AC, LLC
c/o Townsend Capital
230 Schilling Circle, Suite 120
Hunt Valley, MD 21031
with a copy to:
Stephen Sharkey, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, MD 21209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 19, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Townsend AC, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
1,045,115 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
1,045,115 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
TBP Investments, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
(1) Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023.
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Townsend Energy Solutions, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
TES Co-Investor, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
EPS Holding, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Townsend Ventures, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
1,045,115 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
1,045,115 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Townsend Battery Partners, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
TES Holding, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
2013 Dennis Townsend Enterprises Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
2013 David Townsend Enterprises Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Trust f/b/o David B. Townsend U/A dated December 19, 1996 | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
Dennis W. Townsend | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
IN | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
CUSIP No. 07373B109
| 1 |
Names of Reporting Persons
David B. Townsend | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,045,115 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,045,115 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,115 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
9.71%(1) | |||||
| 14 | Type of Reporting Person
IN | |||||
| (1) | Based on the 10,760,195 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of May 9, 2023, reported in the issuer’s Amended Annual Report on Form 10-Q filed with the Securities and Exchange Commission May 15, 2023. |
Explanatory Note.
The Reporting Persons previously filed an original Schedule 13D in respect of the common stock, par value $0.001 per share (the “Common Stock”), of Beam Global, a Nevada corporation (the “Issuer”), on July 8, 2022 (the “Original Schedule 13D”). This Amendment No. 3 amends the Original Schedule 13D, as amended by Amendment No. 2 filed on February 23, 2023 (the “Schedule 13D”) and Amendment No. 1 filed on December 23, 2022, and is being filed to reflect that the Reporting Persons now beneficially own 1,045,115 shares, which approximates to 9.71%, of Common Stock. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
On March 4, 2021 (the “Closing Date”), the Issuer completed the transactions contemplated by the Asset Purchase Agreement, dated as of February 16, 2022 (the “Purchase Agreement”), by and between the Issuer and All Cell Technologies LLC, an Illinois limited liability company (“All Cell”). At the Closing, (i) All Cell transferred to the Issuer all right, title and interest in, to and under the Purchased Assets (as defined in the Purchase Agreement) and (ii) the Issuer issued to All Cell 1,055,000 shares of Common Stock (the “Shares”).
Additionally, in accordance with the terms of the Purchase Agreement, on April 24, 2023, the Issuer issued 446,815 additional shares of Common Stock to Townsend AC based on the amount that Cumulative Revenue (as defined in the Purchase Agreement) exceeded $7,500,000 in fiscal year 2022. (The number of additional shares issuable to the Reporting Persons pursuant to the foregoing provisions of the Purchase Agreement could not exceed a maximum number of shares of Common Stock representing 19.99% of the issued and outstanding number of shares of Common Stock as of February 16, 2022.) The transactions contemplated by the Purchase Agreement are referred to herein as the “Transaction.” Following the Closing Date, All Cell changed its name to “Townsend AC, LLC.”
The closing of the transactions underlying the Purchase Agreement occurred on or around March 1, 2022, subject to customary closing conditions. All Beam Common Stock issued to Townsend AC, LLC to satisfy the Closing Consideration and any Earnout Consideration was issued in a private placement and is subject to transfer restrictions under the Securities Act of 1933, as amended. Beam has agreed to file a resale registration statement with the SEC to register the resale of up to $10 million of the Common Stock issued to Townsend AC, LLC for the Closing Consideration. Pursuant to the terms of the Purchase Agreement, Townsend AC, LLC agreed not to sell shares of Beam Common Stock (i) in an amount greater than four percent (4%) of the average weekly volume of shares of Beam Common Stock during any trading week and (ii) on more than three days in any week and (iii) in an amount greater than ten percent (10%) of the average daily trading volume on any trading day.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information regarding the Transaction set forth in Item 3 is incorporated into this Item 4 by reference.
The Reporting Persons acquired the securities reported herein in connection with the Transaction. From October 4, 2022, to May 18, 2023, Townsend AC completed the Sales in which it disposed a total of 456,700 shares of Common Stock and received a total of 446,815 shares of Common Stock through Earnouts of the Transaction referenced above in Item 3. The Reporting Persons hold such securities for investment purposes and intend to review their investments in the Issuer on a continuing basis. Except as described in this Statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein and various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and
companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons, at any time, and from time to time, may in the future take actions with respect to their position in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Statement. Without limiting the foregoing, and subject to the terms of the documents described above, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities in the Issuer, dispose, or cause affiliates to dispose, of some or all of the Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).
In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Items 2 and 3 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.
(a)—(b)
As a result of certain matters described in this Statement, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. However, neither the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each Reporting Person may be deemed to beneficially own all of the Common Stock beneficially owned by the members of the group as a whole. The Reporting Persons may be deemed to beneficially own an aggregate of 1,045,115 shares of Common Stock, which represents, in the aggregate, approximately 9.71% of the outstanding shares of the Issuer’s Common Stock (based on 10,760,195 outstanding shares of Common Stock as of May 9, 2023, as reported in the Issuer’s Amended Annual Report on Form 10-Q for the Period ended March 31, 2023).
(c) Except as set forth on Appendix I to this Statement, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof or since the date on which the Original Schedule 13D was filed.
(d) Except as set forth in this Statement, no Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Statement.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Date: May 22, 2023
| Townsend AC, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| TBP Investments, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| Townsend Energy Solutions, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| TES Co-Investor, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| EPS Holding, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| Townsend Ventures, LLC |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
| Title: Chairman |
| Townsend Battery Partners, LLC |
| /s/ David Townsend |
| Name: David Townsend |
| Title: President |
| /s/ David Townsend |
| Name: David Townsend |
| Title: President |
| /s/ Dennis W. Townsend |
| DENNIS W. TOWNSEND, not individually but solely in his capacity as Trustee of the 2013 Dennis Townsend Enterprises Trust |
| /s/ Stephen M. Sharkey |
| STEPHEN M. SHARKEY, not individually but solely in his capacity as Trustee of the 2013 Dennis Townsend Enterprises Trust |
| /s/ David B. Townsend |
| DAVID B. TOWNSEND, not individually but solely in his capacity as Trustee of the 2013 David Townsend Enterprises Trust |
| /s/ Stephen M. Sharkey |
| STEPHEN M. SHARKEY, not individually but solely in his capacity as Trustee of the 2013 David Townsend Enterprises Trust |
| /s/ David B. Townsend |
| DAVID B. TOWNSEND, not individually but solely in his capacity as Trustee Trust f/b/o David B. Townsend U/A dated December 19, 1996 |
| /s/ Stephen M. Sharkey |
| STEPHEN M. SHARKEY, not individually but solely in his capacity as Trustee Trust f/b/o David B. Townsend U/A dated December 19, 1996 |
| /s/ David Townsend |
| Name: David Townsend |
| /s/ Dennis Townsend |
| Name: Dennis Townsend |
Appendix I
TRANSACTIONS EFFECTED BY TOWNSEND AC, LLC IN COMMON STOCK SINCE THE ORIGINAL SCHEDULE 13D WAS FILED ON MARCH 4, 2022
(All transactions were regular market transactions effected on the Nasdaq)
| Transaction Date |
Transaction Type | Shares | Average Weighted Price | |||
| 10/4/22 | Sell | 6,335 | $13.1469 | |||
| 10/5/22 | Sell | 3,303 | $12.6078 | |||
| 11/10/22 | Sell | 6,040 | $13.1667 | |||
| 11/11/22 | Sell | 24,146 | $14.5908 | |||
| 11/14/22 | Sell | 10,176 | $16.3194 | |||
| 11/21/22 | Sell | 14,000 | $16.3828 | |||
| 11/22/22 | Sell | 16,000 | $17.1832 | |||
| 11/23/22 | Sell | 15,000 | $17.4279 | |||
| 11/29/22 | Sell | 20,000 | 18.7742 | |||
| 11/30/22 | Sell | 15,000 | $18.7091 | |||
| 11/30/22 | Sell | 5,000 | $18.9890 | |||
| 12/2/22 | Sell | 15,000 | $19.2814 | |||
| 12/6/22 | Sell | 589 | $20.0132 | |||
| 12/7/22 | Sell | 15,000 | $19.2101 | |||
| 12/9/22 | Sell | 9,225 | $20.2413 | |||
| 12/13/22 | Sell | 22,000 | $18.4838 | |||
| 12/14/22 | Sell | 20,000 | $18.3199 | |||
| 10/4/22 | Sell | 6,335 | $13.1469 | |||
| 10/5/22 | Sell | 3,303 | $12.6078 | |||
| 11/10/22 | Sell | 6,040 | $13.1667 | |||
| 11/11/22 | Sell | 24,146 | $14.5908 | |||
| 11/14/22 | Sell | 10,176 | $16.3194 | |||
| 11/21/22 | Sell | 14,000 | $16.3828 | |||
| 11/22/22 | Sell | 16,000 | $17.1832 | |||
| 11/23/22 | Sell | 15,000 | $17.4279 | |||
| 11/29/22 | Sell | 20,000 | 18.7742 | |||
| 11/30/22 | Sell | 15,000 | $18.7091 | |||
| 11/30/22 | Sell | 5,000 | $18.9890 | |||
| 12/2/22 | Sell | 15,000 | $19.2814 | |||
| 12/6/22 | Sell | 589 | $20.0132 | |||
| 12/7/22 | Sell | 15,000 | $19.2101 | |||
| 12/9/22 | Sell | 9,225 | $20.2413 | |||
| 12/13/22 | Sell | 22,000 | $18.4838 | |||
| 12/14/22 | Sell | 20,000 | $18.3199 | |||
| 1/5/23 | Sell | 13,000 | $16.8943 | |||
| 1/6/23 | Sell | 7,000 | $16.6904 |
| 1/9/23 | Sell | 11,000 | $16.7614 | |||
| 1/10/23 | Sell | 2,186 | $16.5148 | |||
| 1/30/02 | Sell | 12,000 | $17.5443 | |||
| 2/2/23 | Sell | 9,000 | $17.8602 | |||
| 2/8/23 | Sell | 9,100 | $16.8232 | |||
| 2/14/23 | Sell | 9,000 | $16.6837 | |||
| 2/21/23 | Sell | 15,000 | $16.5228 | |||
| 2/22/23 | Sell | 20,000 | $16.1963 | |||
| 3/1/22 | Sell | 12,000 | $16.5094 | |||
| 3/3/23 | Sell | 12,000 | $16.5830 | |||
| 3/21/23 | Sell | 10,000 | $14.8154 | |||
| 3/23/23 | Sell | 10,000 | $15.9809 | |||
| 3/24/23 | Sell | 10,000 | $15.8623 | |||
| 3/29/23 | Sell | 10,000 | $16.2252 | |||
| 3/30/23 | Sell | 4,100 | $15.3820 | |||
| 4/18/23 | Sell | 12,500 | $11.0176 | |||
| 4/20/23 | Sell | 12,500 | $10.3564 | |||
| 4/21/23 | Sell | 12,500 | $10.0358 | |||
| 4/24/23 | Sell | 3,700 | $9.8635 | |||
| 4/24/23 | Sell | 3,300 | $9.7373 | |||
| 4/24/23 | Acquired (Earnout) | 446,815 | — | |||
| 5/17/23 | Sell | 2,500 | $11.8510 | |||
| 5/17/23 | Sell | 7,500 | $11.9749 | |||
| 5/18/23 | Sell | 10,000 | $11.5764 |