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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 5, 2023
PIONEER
POWER SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35212 |
|
27-1347616 |
(State
of |
|
(Commission |
|
(I.R.S.
Employer |
incorporation) |
|
File Number) |
|
Identification No.) |
400 Kelby Street, 12th Floor |
|
|
Fort
Lee, New Jersey |
|
07024 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
867-0700
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
Stock, par value $0.001 per share |
|
PPSI |
|
Nasdaq
Stock Market LLC (Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On September 5, 2023, Pioneer Power Solutions, Inc.
issued a press release announcing that it has received purchase orders for $7 million during the month of August for its E-Bloc distributed
generation solution and other related custom control and protection equipment. A copy of this press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference. The Company undertakes no obligation to update, supplement or amend the materials attached
hereto as Exhibit 99.1.
The information in this Current
Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed
for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof
and regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
PIONEER
POWER SOLUTIONS, inc. |
|
|
|
Date:
September 5, 2023 |
By: |
/s/
Walter Michalec |
|
Name:
|
Walter
Michalec |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
Pioneer
Power’s Momentum Continues, Winning $7 Million in E-Bloc and Other Related Equipment Orders during August, Supporting Increased
Growth Expectations for 2024
Additional
Purchase Orders from a Variety of Customers for Diverse Use-Cases including Electric Vehicle Supercharging Stations, Demonstrating Broad-Based
Adoption of Pioneer’s Unique Distributed Generation Solution
FORT
LEE, N.J., September 5, 2023 /PRNewswire/ — Pioneer Power Solutions, Inc. (Nasdaq: PPSI) (“Pioneer”, “Pioneer
Power” or the “Company”), a leader in the design, manufacture, service, and integration of electrical power systems,
distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions, today announced
that it has received purchase orders for $7 million during the month of August for its E-Bloc distributed generation solution and other
related custom control and protection equipment.
The
orders, which are from several customers and address a diverse set of verticals and use-cases, are scheduled for delivery starting in
the second quarter of 2024 with the majority to be recognized in the second half of 2024. Use-cases include EV supercharging stations,
electrical utility customers, and aerospace customers.
“The
distributed generation trend is here, with more and more customers taking steps to provide energy resilience, especially in light of
severe weather events, and to efficiently utilize renewable energy sources like solar and wind,” noted Nathan Mazurek, Pioneer
Power’s Chairman and Chief Executive Officer. “Our E-Bloc solution addresses these business needs, ensuring a secure supply
of electricity without exclusively relying on the grid. E-Bloc also enables our customers to achieve an improved carbon footprint through
the use of renewable sources and energy storage to augment the utility grid. Finally, and importantly, E-Bloc helps customers more efficiently
manage their energy costs through peak shaving and other strategies.”
“The
growth we are seeing is broad-based, not isolated to a single customer or region, and from a diverse set of industry verticals,”
added Mr. Mazurek. “This demand reinforces our confidence for another year of notable rapid revenue growth and operating leverage
as we continue to build backlog for the full year and the second half of 2024.”
About
Pioneer Power Solutions, Inc.
Pioneer
Power Solutions, Inc. is a leader in the design, manufacture, integration, refurbishment, service and distribution of electric power
systems, distributed energy resources, power generation equipment and mobile EV charging solutions for applications in the utility, industrial
and commercial markets. To learn more about Pioneer, please visit its website at www.pioneerpowersolutions.com.
Safe
Harbor Statement:
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,”
“expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,”
“believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees
of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of
which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and
uncertainties associated with (i) the Company’s ability to successfully increase its revenue and profit in the future, (ii) general
economic conditions and their effect on demand for electrical equipment, (iii) the effects of fluctuations in the Company’s operating
results, (iv) the fact that many of the Company’s competitors are better established and have significantly greater resources than
the Company, (v) the Company’s dependence on two customers for a large portion of its business, (vi) the potential loss or departure
of key personnel, (vii) unanticipated increases in raw material prices or disruptions in supply, (viii) the Company’s ability to
realize revenue reported in the Company’s backlog, (ix) future labor disputes, (x) changes in government regulations, (xi) the
liquidity and trading volume of the Company’s common stock, (xii) an outbreak of disease, epidemic or pandemic, such as the global
coronavirus pandemic, or fear of such an event, and (xiii) risks associated with litigation and claims, which could impact our financial
results and condition.
More
detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth
in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual
and Quarterly Reports on Form 10-K and Form 10-Q, respectively. Investors and security holders are urged to read these documents free
of charge on the SEC’s web site at www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking
statements as a result of new information, future events or otherwise.
Contact:
Brett
Maas, Managing Partner
Hayden
IR
(646)
536-7331
brett@haydenir.com
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