Acorn Energy takes full control of OmniMetrix unit

Q: What agreement did Acorn Energy (ACFN) enter into on August 17, 2026?

Acorn Energy entered a material definitive agreement with Walter Czarnecki to exchange his OMX preferred shares for Acorn common stock. This transaction gave Acorn full ownership of OMX Holdings, Inc., which owns all equity interests in OmniMetrix, LLC.

Q: How many OMX preferred shares were exchanged in Acorn Energy’s (ACFN) August 2026 deal?

Walter Czarnecki exchanged 100 shares of Series A preferred stock of OMX Holdings, Inc. These 100 preferred shares represented 1% of the outstanding shares of OMX, the holding company that owns all equity interests in OmniMetrix, LLC.

Q: How many new Acorn Energy (ACFN) common shares were issued in the exchange?

Acorn Energy issued 25,096 newly issued shares of its common stock to Walter Czarnecki. The filing states that this amount equals approximately 1% of Acorn’s shares outstanding immediately prior to the transaction, indicating a relatively small dilution.

Q: What ownership change resulted from Acorn Energy’s (ACFN) August 17, 2026 transaction?

Following the share exchange, Acorn Energy owns 100% of the outstanding shares of OMX Holdings, Inc. OMX, in turn, owns 100% of the equity interests in OmniMetrix, LLC, giving Acorn complete equity ownership of this subsidiary structure.

Q: Who is Walter Czarnecki in relation to Acorn Energy (ACFN) and this transaction?

Walter Czarnecki is the former CEO of OmniMetrix, LLC, Acorn’s subsidiary. He held 100 shares of Series A preferred stock of OMX Holdings, Inc., which he exchanged for 25,096 Acorn common shares under the August 17, 2026 agreement.

Acorn Energy, Inc. entered into a material definitive agreement on August 17, 2026 with Walter Czarnecki, former CEO of its OmniMetrix, LLC subsidiary.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Acorn Energy, Inc. entered into a material definitive agreement on August 17, 2026 with Walter Czarnecki, former CEO of its OmniMetrix, LLC subsidiary. Czarnecki agreed to exchange his 100 shares of Series A preferred stock of OMX Holdings, Inc., representing 1% of OMX’s outstanding shares, for 25,096 newly issued shares of Acorn common stock, approximately 1% of Acorn’s shares outstanding immediately before the transaction. Following this exchange, Acorn now owns 100% of the outstanding shares of OMX, which in turn holds all equity interests in OmniMetrix.

Positive

Acorn now owns 100% of the outstanding shares of OMX Holdings, Inc., consolidating full equity ownership of its OmniMetrix business.
The exchange was structured so that the new issuance of 25,096 Acorn common shares corresponds to approximately 1% of Acorn’s pre-transaction shares outstanding, limiting dilution.

Negative

None.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

OMX Series A preferred shares exchanged: 100 shares OMX ownership represented by exchanged shares: 1% New Acorn common shares issued: 25,096 shares +2 more

5 metrics

OMX Series A preferred shares exchanged 100 shares Shares of Series A preferred stock of OMX Holdings, Inc. held by Walter Czarnecki

OMX ownership represented by exchanged shares 1% Percentage of outstanding shares of OMX represented by the 100 preferred shares

New Acorn common shares issued 25,096 shares Newly issued Acorn Energy common stock delivered to Walter Czarnecki in the exchange

Portion of Acorn shares outstanding pre-transaction 1% Approximate share of Acorn’s outstanding common stock represented by the 25,096 new shares

Acorn ownership of OMX after transaction 100% Acorn’s ownership of the outstanding shares of OMX Holdings, Inc. following the exchange

Key Terms

Material Definitive Agreement, Series A preferred stock, subsidiary, outstanding shares

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry Into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Series A preferred stock financial

"to exchange the 100 shares of Series A preferred stock of OMX Holdings"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

subsidiary financial

"former CEO of the Registrant’s OmniMetrix, LLC (“OmniMetrix”) subsidiary"

A subsidiary is a company that is controlled or owned by a larger company, known as the parent company. Think of it like a branch or division of a bigger organization; it operates separately but is ultimately guided by the parent. For investors, understanding subsidiaries helps clarify how a larger company is structured and where its resources and risks are concentrated.

outstanding shares financial

"which shares comprise 1% of the outstanding shares of OMX"

Outstanding shares are the total number of a company's stock units that are owned by all external investors and insiders, excluding any shares the company holds itself. They matter to investors because they determine each shareholder’s slice of ownership, how company value is divided per share (affecting price and earnings-per-share calculations), and the weight of voting power—like how slicing a pizza into more or fewer pieces changes the size of each person’s share.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Acorn Energy (ACFN) enter into on August 17, 2026?

Acorn Energy entered a material definitive agreement with Walter Czarnecki to exchange his OMX preferred shares for Acorn common stock. This transaction gave Acorn full ownership of OMX Holdings, Inc., which owns all equity interests in OmniMetrix, LLC.

How many OMX preferred shares were exchanged in Acorn Energy’s (ACFN) August 2026 deal?

Walter Czarnecki exchanged 100 shares of Series A preferred stock of OMX Holdings, Inc. These 100 preferred shares represented 1% of the outstanding shares of OMX, the holding company that owns all equity interests in OmniMetrix, LLC.

How many new Acorn Energy (ACFN) common shares were issued in the exchange?

Acorn Energy issued 25,096 newly issued shares of its common stock to Walter Czarnecki. The filing states that this amount equals approximately 1% of Acorn’s shares outstanding immediately prior to the transaction, indicating a relatively small dilution.

What ownership change resulted from Acorn Energy’s (ACFN) August 17, 2026 transaction?

Following the share exchange, Acorn Energy owns 100% of the outstanding shares of OMX Holdings, Inc. OMX, in turn, owns 100% of the equity interests in OmniMetrix, LLC, giving Acorn complete equity ownership of this subsidiary structure.

Who is Walter Czarnecki in relation to Acorn Energy (ACFN) and this transaction?

Walter Czarnecki is the former CEO of OmniMetrix, LLC, Acorn’s subsidiary. He held 100 shares of Series A preferred stock of OMX Holdings, Inc., which he exchanged for 25,096 Acorn common shares under the August 17, 2026 agreement.

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Available on EDGAR 08/18/2026 - 08:44 AM Accepted by SEC EDGAR 08/18/2026 - 08:44 AM

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) August 17, 2026

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-33886	22-2786081
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	file Number)	Identification No.)

4295 Hamilton Mill Road, Suite 100, Buford, Georgia		30518
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 209-0012

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-2 under the Exchange Act (17 CFR 240.14a-2)

☐	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 each exchange on which registered
Common Stock, $0.01 par value per share		ACFN		The Nasdaq Stock Market LLC

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 1.01 Entry Into a Material Definitive Agreement.

On August 17, 2026, the Registrant entered into an agreement with Walter Czarnecki, the former CEO of the Registrant’s OmniMetrix, LLC (“OmniMetrix”) subsidiary, to exchange the 100 shares of Series A preferred stock of OMX Holdings, Inc. (“OMX”), held by Mr. Czarnecki (which shares comprise 1% of the outstanding shares of OMX) for 25,096 newly-issued shares of the Registrant’s common stock (a number of shares equal to approximately 1% of the Registrant’s shares outstanding immediately prior to the transaction). OMX is a holding company that owns 100% of the equity interests in OmniMetrix. Following the exchange transaction, the Registrant owns 100% of the outstanding shares of OMX.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 18th day of August, 2026.

	ACORN ENERGY, INC.

	By:	/s/ Tracy S. Clifford
	Name:	Tracy S. Clifford
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents