UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
| Titan Energy Worldwide, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
Nathan J. Mazurek
Pioneer Power Solutions, Inc.
400 Kelby Street, 9th Floor
Fort Lee, NJ 07024
| (212) 867-0700 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| November 24, 2014 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
|
CUSIP No.
88828R204 |
|
1. Names of Reporting Persons.
Pioneer Power Solutions, Inc.
|
|
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) x
(b)
¨
|
|
3. SEC Use Only
|
|
4. Source of Funds (See Instructions)
BK
|
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
|
6. Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power
0 |
|
8. Shared Voting Power
1,637,709,734 (1) |
|
9. Sole Dispositive Power
0 |
|
10. Shared Dispositive Power
1,637,709,734 (1) |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,637,709,734 (1) |
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) o
|
|
13. Percent of Class Represented by Amount in Row (11)
94.8% (2) |
|
14. Type of Reporting Person (See Instructions)
CO |
| |
(1) |
Consists of 1,637,709,734 shares of
common stock issuable upon conversion of 283.5 shares of Series D Convertible Preferred Stock and 100 shares of Series
A-1 Convertible Preferred Stock of the Issuer which are convertible within 60 days of this report held of record by PTES
Acquisition Corp., a wholly-owned subsidiary of Pioneer Power Solutions, Inc. Of the 283.5 shares of Series D Convertible
Preferred Stock we agreed to purchase, we have closed on 176 shares of Series D Convertible Preferred Stock ; provided,
however, we may be deemed to have beneficial ownership of the shares of Series D Convertible Preferred Stock for which we
have entered into binding purchase agreements but have not closed. |
| (2) | The percentage ownership interest is determined based on 70,787,932 shares of common stock outstanding
as of December 2, 2014, 406,855,893 shares of common stock issuable upon conversion of 297.5 shares of Series D Convertible
Preferred Stock outstanding as of December 2, 2014, and 1,250,000,000 shares of common stock issuable upon conversion of 100 shares
of Series A-1 Convertible Preferred Stock outstanding as of December 2, 2014. |
|
CUSIP No.
88828R204 |
|
1. Names of Reporting Persons.
PTES Acquisition Corp.
|
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ¨
|
|
3. SEC Use Only
|
|
4. Source of Funds (See Instructions)
AF
|
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
|
6. Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power
0 |
|
8. Shared Voting Power
1,637,709,734 (1) |
|
9. Sole Dispositive Power
0 |
|
10. Shared Dispositive Power
1,637,709,734 (1) |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,637,709,734 (1) |
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) o
|
|
13. Percent of Class Represented by Amount in Row (11)
94.8% (2) |
|
14. Type of Reporting Person (See Instructions)
CO |
| |
(1) |
Consists of 1,637,709,734 shares of
common stock issuable upon conversion of 283.5 shares of Series D Convertible Preferred Stock and 100 shares of
Series A-1 Convertible Preferred Stock of the Issuer which are convertible within 60 days of this report. Of the
283.5 shares of Series D Convertible Preferred Stock we agreed to purchase, we have closed on 176 shares of Series D
Convertible Preferred Stock; provided, however, we may be deemed to have beneficial ownership of the shares of Series D
Convertible Preferred Stock for which
we have entered into binding purchase agreements but have not closed. |
| (2) | The percentage ownership interest is determined based on 70,787,932 shares of common stock outstanding
as of December 2, 2014, 406,855,893 shares of common stock issuable upon conversion of 297.5 shares of Series D Convertible
Preferred Stock outstanding as of December 2, 2014, and 1,250,000,000 shares of common stock issuable upon conversion of 100 shares
of Series A-1 Convertible Preferred Stock outstanding as of December 2, 2014. |
Item 1. Security and Issuer.
The class of equity
securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share of Titan Energy Worldwide, Inc.,
a Nevada corporation (the “Issuer”). The principal business address of the Issuer is 6321 Bury Drive, Suite 8, Eden
Prairie, MN 55346.
Item 2. Identity and Background.
| (a) | This Schedule 13D is being filed jointly on behalf of Pioneer Power Solutions, Inc. and PTES Acquisition
Corp., a wholly-owned subsidiary of Pioneer Power Solutions, Inc. (collectively, the “Reporting Persons”). |
| (b) | Each of the Reporting Persons is organized under the laws of the State of Delaware. |
| (c) | The principal business address of each of the Reporting Persons is 400 Kelby Street, 9th
Floor, Fort Lee, NJ 07024. |
| (d) | This Schedule 13D is filed on behalf of each of the Reporting Persons. PTES Acquisition Corp. is
the record owner of the securities covered by this statement. Pioneer Power Solutions, Inc. is the sole shareholder of PTES Acquisition
Corp. and may be deemed to beneficially own securities owned by PTES Acquisition Corp. The principal business of Pioneer Power
Solutions, Inc. is manufacturing specialty electrical equipment and providing related services. PTES Acquisition Corp. is a special
purpose vehicle recently incorporated for the purpose of effecting the transactions described in this Schedule 13D. |
| (e) | The name, business address, present principal occupation or employment and citizenship of each
executive officer and director and each controlling person of each of the Reporting Persons are set forth on Annex A attached
hereto. |
| (f) | During the last five years, neither of the Reporting Persons, and to the best knowledge of each
of the Reporting Persons, none of the persons on Annex A, (a) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws. |
| (g) | The Reporting Persons have entered into a Joint Filing Agreement, dated December 2, 2014, a copy
of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act. |
Item 3. Source and Amount of Funds or
Other Consideration.
The
Reporting Persons’ cost basis in the shares of common stock of the Issuer beneficially owned by them is $0.0065 per share.
The source of funds for the Reporting Persons’ acquisition of beneficial ownership of such shares of common stock was
from borrowings under the Reporting Persons’ existing credit facilities.
Item 4. Purpose of the Transaction.
As of December 2,
2014, PTES Acquisition Corp. entered into purchase agreements to acquire 283.5 shares of the Series D Convertible Preferred
Stock from 19 individual holders of such shares, of which the acquisition of 176 shares of the Series D Convertible
Preferred Stock has closed on December 2, 2014. Each share of Series D Convertible Preferred Stock is convertible into
1,367,583 shares of common stock of the Issuer.
Concurrently with
the acquisition of the Series D Convertible Preferred Stock from third party holders, PTES Acquisition Corp. acquired 100
shares of newly issued Series A-1 Convertible Preferred Stock from the Issuer. Each share of Series A-1 Convertible Preferred
Stock is convertible into 12,500,000 shares of common stock of the Issuer (subject to adjustments). In addition, as a
condition to the acquisition of the Series A-1 Convertible Preferred Stock, the existing sole member of the board of
directors of the Issuer agreed to resign as a director and appoint Nathan J. Mazurek, the Chief Executive Officer of Pioneer
Power Solutions, Inc., as the sole director of the Issuer. As a result of the acquisition, effective on or around December
13, 2014, of the Series D Convertible Preferred Stock and the Series A-1 Convertible Preferred Stock, the Reporting Persons
beneficially owned 94.8% of the Issuer’s outstanding shares of common stock. As a result of such acquisitions and
Mr. Mazurek’s appointment to the Issuer’s board of directors as its sole member, the Reporting Persons may be
deemed to control the Issuer.
Immediately prior to
the acquisition of the Series D Convertible Preferred Stock and the Series A-1 Convertible Preferred Stock and Mr. Mazurek’s
pending appointment to the Issuer’s board of directors as its sole member, the Issuer and holders of more than a majority
of the Series D Convertible Preferred Stock, acting pursuant to Section 1955 of Chapter 78 of the Nevada Revised Statutes, approved
resolutions adopted by the board of directors of the Issuer to amend the Certificate of Designation of the Rights and Preferences
of the Series D Convertible Preferred Stock of the Issuer to (i) clarify that the Series D Convertible Preferred Stock is a subseries
of the Preferred Series A Stock of the Issuer, (ii) reduce the liquidation preference amount to $6,200 per share from $10,000 and
(iii) provide the Issuer with an option to redeem all of the outstanding shares of the Series D Convertible Preferred Stock.
On December 2, 2014,
PTES Acquisition Corp. made a loan to the Issuer in the amount of $2,900,000 to be used to pay off the Issuer’s existing
factoring line indebtedness and certain trade payables and to provide funds for working capital and general corporate purposes
in the ordinary course of business. The loan from PTES Acquisition Corp. is secured by all assets of the Issuer and ranks senior
to all existing and future classes of the Issuer’s debt and is guaranteed by the subsidiaries of the Issuer.
Following the transactions
described above, PTES Acquisition Corp. intends to solicit to purchase all outstanding convertible and non-convertible notes of
the Issuer in exchange for cash, and in some cases, shares of common stock of Pioneer Power Solutions, Inc., par value $0.001 per
share.
Following the purchase
of the outstanding notes of the Issuer, the Reporting Persons intend to cause the Issuer to be merged with and into PTES Acquisition
Corp., or a subsidiary thereof, pursuant to Section 92A.180 of the Nevada Revised Statutes (the “Merger”). In connection
with the Merger, each holder of the Issuer’s common stock is to receive approximately $0.0007 per share. Upon consummation
of the Merger, the Issuer shall become a wholly-owned subsidiary of Pioneer Power Solutions, Inc.
As a result of the
transactions described in this Schedule 13D, the Issuer will cease to exist as a separate entity, will no longer file reports with
the Securities and Exchange Commission or have publicly traded securities and will be a wholly-owned business unit of Pioneer Power
Solutions, Inc.
Each purchase agreement
between PTES Acquisition Corp. and a holder of the Series D Convertible Preferred Stock, the Series A-1 Convertible Preferred Stock
Purchase Agreement between the Issuer and PTES Acquisition Corp. and the Loan and Security Agreement between the Issuer and PTES
Acquisition Corp. are collectively referred to as the “Transaction Documents.”
The foregoing
summaries of the Transaction Documents and the transactions contemplated thereby do not purport to be complete and are
subject to, and qualified in their entirety by, the full text of the Transaction Documents furnished herewith as Exhibits 2,
3 and 4, respectively, which, together with any schedules and exhibits thereto, are incorporated herein by
reference.
Except as set forth
in this Schedule 13D and in connection with the Acquisition and the Merger described above, Pioneer Power Solutions, Inc. and PTES
Acquisition Corp. do not have any current plans or proposals that relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the securities
of the Issuer from time to time prior to the completion of the Merger and reserve the right to change their plans and proposals
with respect to the Issuer based on market, industry, legal and other considerations.
Item 5. Interest in Securities of the
Issuer.
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially
owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. |
Each Reporting Person may be
deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g)
of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has
agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose
of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the
Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
| (b) | Number of shares as to which each Reporting Person has: |
| (i) | sole power to vote or to direct the vote: |
See Item 7
on the cover page(s) hereto.
| (ii) | shared power to vote or to direct the vote: |
See Item 8
on the cover page(s) hereto.
| (iii) | sole power to dispose or to direct the disposition of: |
See Item 9
on the cover page(s) hereto.
| (iv) | shared power to dispose or to direct the disposition
of: |
See Item 10
on the cover page(s) hereto.
| (c) | Transactions in the class of
securities reported on that were effected during the past sixty days by the Reporting
Persons and, to the Reporting Persons’ knowledge, the persons listed in Annex
A are described below. Except as otherwise noted below, all such transactions were
purchases by private transfer. |
Transaction
Date | |
Effecting
Person(s) | |
Shares Acquired | | |
Shares
Disposed | | |
Price
Per
Share | | |
Description
of Transaction |
| 12/01/14 | |
PTES Acquisition Corp. | |
| 205,137,425 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 34,189,571 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 6,837,914 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 13,675,828 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 13,675,828 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 4,102,749 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 1,367,583 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 3,418,957 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 3,418,957 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 2,735,166 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 42,395,068 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 13,675,828 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 13,675,828 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 3,418,957 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 5,470,331 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 4,102,749 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 6,837,914 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 2,735,166 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 11/24/14 | |
PTES Acquisition Corp. | |
| 41,027,485 | (1) | |
| 0 | | |
$ | 0.005 | | |
Private Transaction |
| 12/01/14 | |
PTES Acquisition Corp. | |
| 1,250,000,000 | (2) | |
| 0 | | |
$ | 0.0008 | | |
Private Transaction with the Issuer |
(1) consists of shares of common
stock issuable upon conversion of the Series D Convertible Preferred Stock acquired from the holder such shares.
(2) consists of shares of common
stock issuable upon conversion of the Series A-1 Convertible Preferred Stock.
(d) Except for the
Transaction Documents described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none
of the persons named in Annex A hereto, has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of the Issuer reported herein.
The information, if
any, called for by Items 2 through 6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule
13D and required to be included in this statement is included in Annex A hereto or otherwise herein. The information contained
in Annex A hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth
or incorporated in Items 3, 4 and 5 hereof and the agreements set forth on the Exhibits attached hereto are incorporated herein
by reference in this Item 6. Other than the Transaction Documents described above, to the best of the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting
Persons or any person listed on Annex A hereto, and any person with respect to the securities of the Issuer.
Item 7. Material
to be Filed as Exhibits.
The following exhibits
are filed as exhibits hereto:
| Exhibit |
|
Description of Exhibit |
| 1 |
|
Joint Filing Agreement, dated as of December 2, 2014, by and between Pioneer Power Solutions, Inc. and PTES Acquisition Corp. |
| 2 |
|
Form of Series D Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to Pioneer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2014) |
| 3 |
|
Series A-1 Convertible Preferred Stock Purchase Agreement, dated as of December 2, 2014, by and between Titan Energy Worldwide, Inc. and PTES Acquisition Corp. (incorporated by reference to Exhibit 10.2 to Pioneer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2014) |
| 4 |
|
Loan and Security Agreement, dated as of December 2, 2014, by and between Titan Energy Worldwide, Inc. and PTES Acquisition Corp. (incorporated by reference to Exhibit 10.3 to Pioneer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2014) |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 3, 2014 |
Pioneer Power Solutions, Inc. |
| |
|
|
| |
By: |
/s/ Nathan J. Mazurek |
| |
Name: |
Nathan J. Mazurek |
| |
Title: |
President, Chief Executive Officer and Chairman of the
Board of Directors |
| |
|
|
| |
PTES Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Nathan J. Mazurek |
| |
Name: |
Nathan J. Mazurek |
| |
Title: |
President, Chief Executive Officer and Chairman of the
Board of Directors |
Annex A
DIRECTORS AND EXECUTIVE OFFICERS OF PIONEER
POWER SOLUTIONS, INC.
The name and present
principal occupation of each director and executive officer of Pioneer Power Solutions, Inc. are set forth below. The business
address of each person named below is c/o Pioneer Power Solutions, Inc., 400 Kelby Street, 9th Floor, Fort Lee, New Jersey 07024.
Each of the directors and executive officers of Pioneer Power Solutions, Inc. is a citizen of the United States of America.
EXECUTIVE OFFICERS AND DIRECTORS
| Name |
|
Principal Occupation |
| Nathan J. Mazurek |
|
President, Chief Executive Officer and Chairman of the Board of Directors and Director of Pioneer Power Solutions, Inc. |
| Andrew Minkow |
|
Chief Financial Officer, Secretary, Treasurer and Director of Pioneer Power Solutions, Inc. |
| Thomas Klink |
|
Director of Pioneer Power Solutions, Inc.; President of Jefferson Electric, Inc. |
| Yossi Cohn |
|
Director of Pioneer Power Solutions, Inc.; Partner in L3C Capital Partners, LLC; co-managing partner of YY Capital Partners, LLC |
| David J. Landes |
|
Director of Pioneer Power Solutions, Inc.; President of Provident Sunnyside, LLC, CYMA Investments LLC |
| Ian Ross |
|
Director of Pioneer Power Solutions, Inc.; President of Omniverter Inc. |
| David Tesler |
|
Director of Pioneer Power Solutions, Inc.; President of LeaseProbe, LLC; President of Real Diligence LLC; managing member of Rushbrook Group LLC |
| Jonathan Tulkoff |
|
Director of Pioneer Power Solutions, Inc.; President of Uniwire International, Ltd. |
CONTROLLING PERSON
| Name |
|
State of
Organization |
|
Principal Business |
|
Address |
| Provident Pioneer Partners, L.P.(1) |
|
Delaware |
|
Holding shares and investing in Pioneer Power Solutions, Inc. |
|
c/o Pioneer Power Solutions, Inc.
400 Kelby Street, 9th Floor
Fort Lee, NJ 07024 |
| (1) | Nathan J. Mazurek is the
majority stockholder and a control person of Provident Canada Corp., the general partner of Provident Pioneer Partners, L.P.,
and, as such, has sole voting and investment power over these shares. David J. Landes is
the minority stockholder and a control person of Provident Canada Corp., the general partner of Provident Pioneer Partners, L.P.
See above “Executive Officers and Directors” for disclosure regarding Nathan J. Mazurek and David J. Landes. |
DIRECTORS AND EXECUTIVE OFFICERS OF PTES
ACQUISITION CORP.
The name and present
principal occupation of each director and executive officer of PTES Acquisition Corp. are set forth below. The business address
of each person named below is c/o Pioneer Power Solutions, Inc., 400 Kelby Street, 9th Floor, Fort Lee, New Jersey 07024. Each
of the directors and executive officers of PTES Acquisition Corp. is a citizen of the United States of America.
EXECUTIVE OFFICERS AND DIRECTORS
| Name |
|
Title |
|
Principal Occupation |
| Nathan J. Mazurek |
|
Chief Executive Officer, President, Chairman of the Board of Directors and sole director of PTES Acquisition Corp. |
|
President, Chief Executive Officer and Chairman of the Board of Directors of Pioneer Power Solutions, Inc. |
| Andrew Minkow |
|
Chief Financial Officer and Secretary of PTES Acquisition Corp. |
|
Chief Financial Officer, Secretary, Treasurer and Director of Pioneer Power Solutions, Inc. |
CONTROLLING PERSON
| Name |
|
State of
Organization |
|
Principal Business |
|
Address |
| Pioneer Power Solutions, Inc.(1) |
|
Delaware |
|
Manufacturing specialty electrical equipment and providing related services |
|
400 Kelby Street, 9th Floor, Fort Lee, New Jersey 07024 |
| (1) | See above, “DIRECTORS AND EXECUTIVE OFFICERS OF
PIONEER POWER SOLUTIONS, INC.” for disclosure regarding executive officers and directors and controlling persons of Pioneer
Power Solutions, Inc. |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to and in
accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party
under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national
securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of
this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in
a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF,
each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
| Date: December 2, 2014 |
Pioneer Power Solutions, Inc. |
| |
|
|
| |
By: |
/s/ Nathan J. Mazurek |
| |
Name: |
Nathan J. Mazurek |
| |
Title: |
President, Chief Executive Officer and Chairman of
the Board of Directors |
| |
|
|
| |
PTES Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Nathan J. Mazurek |
| |
Name: |
Nathan J. Mazurek |
| |
Title: |
President, Chief Executive Officer and Chairman of |
| |
|
the Board of Directors |
| |
|