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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 18, 2026

 

 

 

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 May 18, 2026, Pioneer Power Solutions, Inc. issued a press release announcing its final financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

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 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated May 18, 2026 (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: May 18, 2026 By: /s/ Walter Michalec
  Name: Walter Michalec
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Pioneer Power Announces Financial Results for First Quarter 2026 and Business Updates

 

Backlog Grew 11% Sequentially

 

Implemented Actions Expected to Reduce Operating Expenses by Over $1.5 Million on an Annualized Basis

 

$6 Million PRYMUS® Award from National Logistics Customer Validates Early Market Adoption Following Recent Launch

 

FORT LEE, N.J., May 18, 2026 /BusinessWire/ — Pioneer Power Solutions, Inc. (Nasdaq: PPSI) (“Pioneer” or the “Company”), a leader in the design, manufacture, service and integration of distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions, today announced recent business highlights and financial results for the first quarter ended March 31, 2026.

 

Recent Business Highlights

 

Received a $6 million award for two PRYMUS® 1.2 megawatt distributed generation systems from a major national logistics customer, reflecting market interest in the platform following the official launch in December 2025. Delivery is expected in the second half of 2026.
     
Implemented cost reduction initiatives at the end of April 2026 expected to lower operating expenses by approximately $1.5 million on an annualized basis, primarily through headcount reductions associated with the e-Boost product platform.
     
Expanded PRYMUS sales pipeline and outstanding customer quotations at a pace exceeding the Company’s initial expectations, suggesting growing market demand for its distributed generation platform.
     
Shipped first e-Boost unit to its distribution partner, Savvy Charging, in the United Arab Emirates, marking the Company’s initial entry into the Middle East market.
     
Order activity for e-Boost mobile EV charging systems averaged to more than $500,000 per month during the quarter, as reflected in the Company’s higher backlog levels as of March 31, 2026.

 

Q1 2026 Financial Highlights

 

Revenue was $4.3 million, compared to $6.7 million for the same quarter in 2025.
     
Gross profit was $582,000, or a gross margin of 13.6%, as compared to $148,000, or a gross margin of 2.2%, for the same quarter in 2025.
     
Operating loss was $2.0 million, compared to $2.3 million for the same quarter in 2025.

 

 

 

Non–GAAP operating loss* from continuing operations, which excludes corporate overhead expenses, research and development expenses, depreciation and amortization expenses and non-recurring professional fees, was $380,000, as compared to $708,000 for the same quarter in 2025.
     
Net loss was $2.5 million, as compared to $929,000, inclusive of income from discontinued operations of $1.1 million, in the year ago quarter.
     
Backlog of $13.9 million at March 31, 2026, compared to $12.6 million at December 31, 2025.
     
Cash on hand at March 31, 2026, was $13.6 million, as compared to $15.0 million at December 31, 2025.

 

*A reconciliation between GAAP and non-GAAP measures is provided below. The non-GAAP measures should not be considered an alternative to GAAP measures as an indicator of the Company’s operating performance.

 

“Our first quarter results reflect momentum across the business and meaningful progress in positioning Pioneer for its next phase of growth,” said Nathan Mazurek, CEO of Pioneer. “We delivered a significant year-over-year improvement in gross margin and a sequential increase in backlog, which suggests two important things: we are building commercial momentum, and customer demand for our distributed power solutions continues to build. While revenue in the quarter was affected by the timing of e-Boost deployments, the underlying trajectory of the business remains solid and improving. Importantly, the cost reduction actions we implemented at the end of April are expected to reduce our operating expense base by $1.5 million or more on an annualized basis, giving us a leaner, more focused organization. Those potential savings are expected to be directed toward the areas where we see the most opportunity and excitement - PRYMUS and PowerCore, which we believe are central to our long-term growth story.

 

“The early response to PRYMUS has been encouraging and, in our view, reinforces the strength of the market opportunity we are addressing. We continue to see accelerating demand for rapidly deployable distributed generation solutions, driven by the expansion of AI infrastructure, growth in data center capacity and ongoing constraints within the utility grid. In fact, a significant portion of our current pipeline and outstanding customer quotations is now centered on PRYMUS opportunities, which gives us increasing confidence in the scale and long-term potential of the platform.

 

“At the same time, we continue to advance commercialization efforts for PowerCore, which currently remains on track to begin shipments in the second half of 2026. Together, PRYMUS and PowerCore represent an important step forward in Pioneer’s evolution into a broader distributed energy solutions provider, serving both commercial and residential end markets.

 

“Looking ahead, our focus remains on disciplined execution, improving operating leverage and converting a growing pipeline of opportunities into revenue. We believe our differentiated product portfolio positions us well to capitalize on increasing demand for flexible, resilient power infrastructure.”

 

First Quarter 2026 Financial Results

 

Revenue

 

Revenue for the three months ended March 31, 2026, was $4.3 million, a decrease of 36.7%, as compared to $6.7 million during the first quarter of last year, primarily due to a decrease in sales and rentals in the Company’s suite of mobile EV charging solutions, e-Boost.

 

 

 

Gross Profit/Margin

 

Gross profit for the first quarter of 2026 was $582,000, or a 13.6% gross margin, compared to gross profit of $148,000, or a 2.2% gross margin, for the same period in 2025. The increase in gross profit was primarily attributable to improved operating efficiencies associated with the sale of the Company’s mobile EV charging solutions, e-Boost.

 

Operating Loss from Continuing Operations

 

For the three months ended March 31, 2026, operating loss from continuing operations was $2.0 million, an improvement of $326,000 compared to $2.3 million for the same period in 2025.

 

Net Loss from Continuing Operations

 

The Company’s net loss from continuing operations was $2.5 million for the three months ended March 31, 2026, as compared to $2.1 million for the same period in 2025.

 

Net Loss

 

Net loss was $2.5 million, as compared to $929,000, inclusive of income from discontinued operations of $1.1 million, for the same period last year.

 

Balance Sheet

 

As of March 31, 2026, the Company had $13.6 million of cash on hand and working capital of $18.7 million, compared to $15.0 million of cash on hand and working capital of $20.7 million as of December 31, 2025. The Company had no bank debt as of March 31, 2026.

 

Non-GAAP Measures

 

In addition to disclosing financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”), this document references certain non-GAAP financial measures. The Company defines non-GAAP operating income (loss) from continuing operations as GAAP operating income (loss) from continuing operations excluding corporate overhead expenses, research and development expenses, depreciation and amortization expenses, and non-recurring professional fees. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance and enable comparison of financial trends and results between periods where certain items may vary, independent of business performance.

 

The Company’s management uses non-GAAP operating income (loss) from continuing operations (a) as a measure of operating performance, (b) for planning and forecasting in future periods, and (c) in communications with the Company’s board of directors concerning the Company’s financial performance. The Company’s presentation of this non-GAAP measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation and should not be used by investors as a substitute for or alternative to any measure of financial performance calculated and presented in accordance with GAAP. Instead, management believes this non-GAAP measure should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP in order to provide a more complete understanding of the trends affecting the business.

 

Please refer to “Reconciliation of Non-GAAP Measures” in this document for a detailed explanation of the adjustments made to the comparable GAAP measures.

 

 

 

About Pioneer Power Solutions, Inc.

 

Pioneer Power Solutions, Inc. is a leader in the design, manufacture, integration, service of distributed energy resources, power generation equipment and mobile electric charging solutions for applications in the utility, industrial and commercial markets. To learn more about Pioneer, please visit its website at www.pioneerpowersolutions.com.

 

e-Boost is Pioneer’s portfolio of smart, mobile EV charging solutions designed for speed, flexibility, and sustainability. Since its launch in November 2021, e-Boost has established itself as the market leader, delivering mobile, off-grid charging solutions with an extensive range of platforms. Utilized by electric bus and truck manufacturers, fleet management companies, municipalities, and EV infrastructure providers, e-Boost is setting the standard for innovative, all-inclusive EV charging solutions. To learn more about Pioneer’s e-Boost, please visit its website at www.pioneer-emobility.com.

 

PRYMUS is Pioneer’s advanced power systems and controls platform focused on delivering resilient, intelligent, and scalable energy solutions for utility, industrial, and critical infrastructure applications. PRYMUS supports customers through innovative engineering, system integration, and power management technologies designed to improve reliability, operational efficiency, and grid performance.

 

PowerCore is Pioneer’s distributed energy and infrastructure solutions platform, providing customers with flexible and sustainable power solutions for standby, prime, and mobile power applications. PowerCore supports a wide range of commercial, industrial, utility, and infrastructure projects through integrated power generation, energy management, and deployment capabilities.

 

Forward-Looking Statements:

 

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” and similar words, or their negatives. 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 reduce operating costs through its cost reduction initiatives, (ii) the Company’s ability to successfully increase its revenue and profit in the future, (iii) general economic conditions and their effect on demand for electrical equipment, particularly in the commercial market, but also in the power generation, industrial production and infrastructure industries (iv) the effects of fluctuations in the Company’s business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability, (v) the fact that many of the Company’s competitors are better established and have significantly greater resources than the Company, (vi) ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for our new products, (vii) the potential loss or departure of key personnel, (viii) unanticipated increases in raw material prices or disruptions in supply, (ix) the Company’s ability to realize revenue reported in the Company’s backlog, (x) future labor disputes, (xi) changes in government regulations, (xii) the liquidity and trading volume of the Company’s common stock, (xiii) global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events, (xiv) risks associated with litigation and claims, which could impact our financial results and condition, (xv) our ability to remediate the ongoing material weaknesses identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control, (xvi) the effect that the identified material weaknesses and failure to establish and maintain effective internal control over financial reporting could have on investor confidence in us and raise reputational risk and (xvii) the Company’s ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market.

 

Actual outcomes and results may differ materially from those expressed or implied. Important factors that could cause actual results to differ materially include the risk factors 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. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, 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

 

— Tables Follow –

 

 

 

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

(In thousands, except for share and per share amounts)

(Unaudited)

 

    For the Three Months Ended  
    March 31,  
    2026     2025  
Revenues   $ 4,266     $ 6,740  
Cost of goods sold     3,684       6,592  
Gross profit     582       148  
Operating expenses                
Selling, general and administrative     2,446       2,414  
Research and development     156       80  
Total operating expenses     2,602       2,494  
Operating loss from continuing operations     (2,020 )     (2,346 )
Interest income, net     156       247  
Other (expense) income, net     (644 )     23  
Loss before income taxes     (2,508 )     (2,076 )
Income tax expense (benefit)     -       -  
Net loss from continuing operations     (2,508 )     (2,076 )
Income from discontinued operations, net of income taxes     -       1,147  
Net loss   $ (2,508 )   $ (929 )
                 
Basic (loss) earnings per share:                
Loss from continuing operations   $ (0.23 )   $ (0.19 )
Earnings from discontinued operations     -       0.10  
Basic loss per share   $ (0.23 )   $ (0.09 )
                 
Diluted (loss) earnings per share:                
Loss from continuing operations   $ (0.23 )   $ (0.19 )
Earnings from discontinued operations     -       0.10  
Diluted loss per share   $ (0.23 )   $ (0.09 )
                 
Weighted average common shares outstanding:                
Basic     11,095,588       11,120,266  
Diluted     11,095,588       11,187,484  

 

 

 

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except for share and per share amounts)

(Unaudited)

 

    March 31,     December 31,  
    2026     2025  
ASSETS                
Current assets                
Cash   $ 13,583     $ 14,959  
Accounts receivable, net of allowance for credit losses of $68 and $23 as of March 31, 2026, and December 31, 2025, respectively     3,362       3,133  
Inventories     5,834       6,315  
Prepaid expenses and other current assets     954       1,134  
Total current assets     23,733       25,541  
Property and equipment, net     5,087       5,400  
Operating lease right-of-use assets, net     1,084       1,144  
Financing lease right-of-use assets, net     299       332  
Investments     -       418  
Lease receivable     2,514       2,576  
Other assets     304       44  
Total assets   $ 33,021     $ 35,455  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable and accrued liabilities   $ 3,670     $ 3,745  
Current portion of operating lease liabilities, net     243       223  
Current portion of financing lease liabilities, net     122       123  
Deferred revenue     1,041       791  
Total current liabilities     5,076       4,882  
Operating lease liabilities, non-current portion, net     874       936  
Financing lease liabilities, non-current portion, net     188       219  
Other long-term liabilities     62       101  
Total liabilities     6,200       6,138  
Stockholders’ equity                
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued     -       -  
Common stock, $0.001 par value, 30,000,000 shares authorized; 11,096,266 and 11,095,266 shares issued and outstanding on March 31, 2026, and December 31, 2025, respectively     11       11  
Additional paid-in capital     35,317       35,305  
Accumulated deficit     (8,507 )     (5,999 )
Total stockholders’ equity     26,821       29,317  
Total liabilities and stockholders’ equity   $ 33,021     $ 35,455  

 

 

 

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

    For the Three Months Ended  
    March 31,  
    2026     2025  
Operating activities                
Net loss   $ (2,508 )   $ (929 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation     265       258  
Amortization of financing lease right-of-use assets     33       23  
Non cash lease expense     60       58  
Provision for credit losses     55       2  
Stock-based compensation     10       13  
Loss attributable to equity method investee     644       57  
Loss on disposal of property and equipment     -       29  
Gain on change in consideration due to buyer     -       (1,147 )
Changes in current operating assets and liabilities:                
Accounts receivable, net     (284 )     2,479  
Inventories     481       32  
Prepaid expenses and other assets     236       424  
Accounts payable, accrued liabilities and other liabilities     (110 )     103  
Deferred revenue     250       155  
Lease receivables     62       -  
Operating lease liabilities     (81 )     (55 )
Net cash (used in) provided by operating activities     (887 )     1,502  
                 
Investing activities                
Purchase of property and equipment     (233 )     (595 )
Investment in equity method investee     (226 )     -  
Net cash used in investing activities     (459 )     (595 )
                 
Financing activities                
Net proceeds from the exercise of options for common stock     2       -  
Payment of cash dividend     -       (16,665 )
Principal repayments of financing leases     (32 )     (24 )
Net cash used in financing activities     (30 )     (16,689 )
                 
Decrease in cash     (1,376 )     (15,782 )
Cash                
Cash, beginning of period     14,959       41,622  
Cash, end of period   $ 13,583     $ 25,840  
                 
Non-cash investing and financing activities:                
Transfer from property and equipment to inventory   $ -     $ (420 )
Property and equipment obtained in exchange for accounts payable and accrued liabilities     35       74  

 

 

 

PIONEER POWER SOLUTIONS, INC.

Reconciliation of Non-GAAP Measures

(In thousands)

(Unaudited)

 

    For the Three Months Ended  
    March 31,  
    2026     2025  
             
GAAP operating loss from continuing operations   $ (2,020 )   $ (2,346 )
Corporate overhead expenses     1,045       1,184  
Research and development expenses     155       80  
Depreciation and amortization expenses     298       281  
Non-recurring professional fees     141       93  
Non-GAAP operating loss from continuing operations   $ (380 )   $ (708 )