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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): May 24, 2024
PIONEER
POWER SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35212 |
|
27-1347616 |
(State
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on April 18, 2024, Pioneer Power Solutions, Inc. (the “Company”) received a notice (the “10-K
Notice”) from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
as it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), the Company
now no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq. On May 24, 2024, the Company received an additional
notice (the “10-Q Notice”) from Nasdaq notifying the Company that as it has not yet filed its Form 10-Q for the quarter ended
March 31, 2024 (the “Form 10-Q”), and because the Company remains delinquent in filing the Form 10-K, the Company does not
comply with Listing Rule 5250(c)(1) for continued listing on Nasdaq. The Company has 60 calendar days from the 10-K Notice, or until
June 17, 2024, to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may grant the Company an exception
of up to 180 calendar days from the prescribed due date for filing the Form 10-K, or until October 14, 2024, to regain compliance.
The
10-Q Notice from Nasdaq has no immediate effect on the listing of the Company’s common stock. The Company is working diligently
with its independent registered public accounting firm to complete the Form 10-K and Form 10-Q. There can be no assurance that the Company
will regain compliance with the Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements.
Item
8.01 Other Events.
On
May 30, 2024, the Company issued a press release announcing its receipt of the 10-Q Notice. A copy of such press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking
Statements
Certain
statements made in this report (including Exhibit 99.1 attached hereto) constitute forward-looking statements within the meaning of the
federal securities laws. All statements contained in this report that do not relate to matters of historical fact should be considered
forward-looking statements. For example, forward-looking statements include, without limitation, statements regarding the Company’s
anticipated filing of the Form 10-K and Form 10-Q. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic
filings with the SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless
otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims
any obligation to do so, whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and 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:
May 30, 2024 |
By: |
/s/
Walter Michalec |
|
Name:
|
Walter
Michalec |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
Pioneer
Receives Notification of Delinquency from Nasdaq
FORT
LEE, N.J., May 30, 2024 /Business Wire/ — Pioneer Power Solutions, Inc. (Nasdaq: PPSI) (“Pioneer” 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 on May
24, 2024, the Company received a delinquency notification letter (the “10-Q Notice”) from the Listing Qualifications Department
of the Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Listing Rule”) as a result of the Company’s failure to have timely filed its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2024 (the “Quarterly Report”), and its continued delay in filing its Annual Report on Form 10-K
for the year ended December 31, 2023 (the “Annual Report”), with the Securities and Exchange Commission. The 10-Q Notice
has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.
The
10-Q Notice provides that the Company has until June 17, 2024, to submit a plan to regain compliance with respect to the delinquent reports.
If the Company’s plan is accepted, Nasdaq may grant the Company an exception of up to 180 days from the due date of the initial
delinquent filing, or until October 14, 2024, to regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity
to appeal the decision to a Hearings Panel.
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.
Forward-Looking
Statements:
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. Such forward-looking statements include, without
limitation, statements regarding the Company’s anticipated filing of its Annual Report and Quarterly Report. 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, (xiii) risks associated with litigation and claims, which could impact our
financial results and condition, and (xiv) the Company’s ability to regain and maintain compliance with the continued listing requirements
of the Nasdaq Capital Market.
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 Securities and Exchange Commission, 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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Pioneer Power Solutions (NASDAQ:PPSI)
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Pioneer Power Solutions (NASDAQ:PPSI)
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