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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): November 13, 2025
PIONEER
POWER SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35212 |
|
27-1347616 |
(State
or other jurisdiction
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 2.02 |
Results of Operations and Financial Condition. |
On
November 13, 2025, Pioneer Power Solutions, Inc. (the “Company”) issued a press release announcing its financial results
for the third quarter ended September 30, 2025. A copy of this press release is attached 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.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that
is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Election of Directors
On
November 13, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual
Meeting, Mr. Mazurek, Mr. Klink, Mr. Cohn, Mr. Ross, Mr. Tesler, Mr. Tulkoff and Mr. Whyte were elected as directors to serve on the
Company’s board of directors until the annual meeting of the stockholders in 2026, or until their successors are elected and
qualified.
| Item 5.07 |
Submission of Matters
to a Vote of Security Holders. |
At the Company’s Annual Meeting,
the following proposals were submitted to the Company’s stockholders. The final voting results are as follows:
| |
(1) |
Election of seven directors
to serve on the Company’s board of directors to serve until the annual meeting of the stockholders in 2026, or until his or
her successors have been duly elected and qualified: |
| Nominee | |
Votes
For | | |
Votes
Withheld | |
| Nathan
J. Mazurek | |
4,260,630 | | |
65,284 | |
| Thomas
Klink | |
4,232,620 | | |
93,294 | |
| Yossi
Cohn | |
4,016,115 | | |
309,799 | |
| Ian
Ross | |
4,029,868 | | |
296,046 | |
| David
Tesler | |
4,165,650 | | |
160,264 | |
| Jonathan
Tulkoff | |
4,029,167 | | |
296,747 | |
| Kytchener
Whyte | |
4,232,361 | | |
93,553 | |
| |
(2) |
Ratification of the appointment of BDO USA, P.C. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| Votes For | | |
Votes Against | | |
Votes Abstaining |
|
| 6,972,192 | | |
115,256 | | |
35,359 |
|
For more information about the foregoing
proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 30,
2025, the relevant portions of which are incorporated herein by reference. A total of 7,122,744 shares of the Company’s common stock
were present in person or represented by proxy at the Annual Meeting. Holders of the Company’s common stock were entitled to one
vote per share. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated November 13, 2025 (furnished herewith pursuant to Item 2.02) |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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:
November 13, 2025 |
By: |
/s/
Walter Michalec |
| |
Name:
|
Walter
Michalec |
| |
Title: |
Chief
Financial Officer |
