Form 8-K - Current report

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): September 20, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michalec Letter Agreement

As previously disclosed, in connection with the employment agreement entered into between Pioneer Power Solutions, Inc. (the “Company”) and Wojciech (Walter) Michalec, effective April 25, 2022, the Company granted Mr. Michalec an award of restricted stock units (“RSUs”) under the 2021 Pioneer Power Solutions, Inc. Long-Term Incentive Plan (as amended, the “2021 Plan”) pursuant to that certain Restricted Stock Unit Award Agreement covering 375,000 shares of the Company’s common stock, vesting in three equal installments on each of May 1st of 2022, 2023, and 2024. In connection with the vesting of the RSUs, the Company paid on Mr. Michalec’s behalf an aggregate amount of $481,220.28 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding, and the Company had been reimbursed $34,000.00 from payroll withholding as of September 20, 2023. On September 20, 2023, the Company and Mr. Michalec entered into a letter agreement pursuant to which Mr. Michalec agreed to surrender and cancel 72,719 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse the Company for the remaining amount of the tax payment the Company made on his behalf. Upon the surrender and cancellation of the shares, the Company will be fully reimbursed.

Mazurek Letter Agreement

On May 16, 2023, the Company granted Nathan Mazurek an award of RSUs under the 2021 Plan covering 100,000 shares of the Company’s common stock. In connection with the vesting of the RSUs, the Company paid on Mr. Mazurek’s behalf an aggregate amount of $272,829.32 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding, which had not yet occurred. On September 20, 2023, the Company and Mr. Mazurek entered into a letter agreement pursuant to which Mr. Mazurek agreed to surrender and cancel 44,363 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse the Company for the tax payment the Company made on his behalf. Upon the surrender and cancellation of the shares, the Company will be fully reimbursed.

The foregoing summaries of each of the letter agreements contained in this Item 5.02 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the letter agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc. and Walter Michalec
10.2		Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc. and Nathan Mazurek
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: September 22, 2023	By:	/s/ Walter Michalec
	Name:	Walter Michalec
	Title:	Chief Financial Officer

Exhibit 10.1

Letter Agreement

This letter agreement (the “Agreement”) is being entered into as of September 20, 2023, by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Walter Michalec, Chief Financial Officer of the Company (the “Executive Officer”).

RECITALS:

WHEREAS, in accordance with Section 4.4 of that certain Executive Officer’s Employment Agreement, dated April 25, 2022, between the Company and the Executive Officer, the Compensation Committee of the Board of Directors of the Company granted the Executive Officer an award of restricted stock units (“RSUs”) covering 375,000 shares of the Company’s common stock pursuant to the Pioneer Power Solutions, Inc. 2021 Long-Term Incentive Plan (the “Incentive Plan”), with such RSUs being subject to the terms and conditions of the Incentive Plan and a Restricted Stock Unit Award Agreement (the “RSU Award”);

WHEREAS, 125,000 RSUs have vested on May 1, 2022, and 125,000 RSUs have vested on May 1, 2023, subject to the terms and conditions of the RSU Award, and the Company has issued an aggregate of 250,000 shares of common stock (the “Converted Shares”) to the Executive Officer upon vesting of the RSUs;

WHEREAS, in connection with the vesting of the RSUs, the Company paid, on the Executive Officer’s behalf, an aggregate amount of $481,220.28 to satisfy the Executive Officer’s income and payroll tax obligations (the “Tax Payment”), and the Company has been reimbursed $34,000.00 from payroll withholding as of the date of this Agreement; and

WHEREAS, the Company now desires to be reimbursed, and the Executive Officer now desires to reimburse the Company, for the remaining amount of the Tax Payment by surrender and cancellation of the Converted Shares.

AGREEMENT:

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Executive Officer hereby agrees to surrender to the Company for cancellation the number of Converted Shares (the “Surrendered Shares”) equal to the remaining Tax Payment immediately prior to the surrender, divided by the closing price of the Company’s common stock on the Nasdaq Capital Market as of the date this Agreement is approved by the Board of Directors of the Company. Upon such surrender of the Surrendered Shares, the Executive Officer authorizes and directs the officers and directors of the Company to reflect the surrender and cancellation of such Surrendered Shares in the Company’s books and records. The Company and the Executive Officer hereby agree that upon surrender and cancellation of the Surrendered Shares, the Company shall have been fully reimbursed for the remaining amount of the Tax Payment as of the date of this Agreement.

The Executive Officer hereby irrevocably covenants and agrees, from time to time and at any time after the date of this Agreement, to take all such further actions, to do all such things, and to execute and deliver, without limitation, any documents or instruments of transfer, conveyance, assignment and confirmation or provide any information as may be reasonably necessary to carry out and consummate the provisions of this Agreement and vest full title in the Surrendered Shares in the Company as soon as practicable. Time is of the essence with regard and reference to the foregoing sentence.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date first written above.

	COMPANY:

	PIONEER POWER SOLUTIONS, INC.

	By:	/s/ Nathan Mazurek
	Name:	Nathan Mazurek
	Title:	Chief Executive Officer

	EXECUTIVE OFFICER:

	By:	/s/ Walter Michalec
	Name:	Walter Michalec
	Title:	Chief Financial Officer

Exhibit 10.2

Letter Agreement

This letter agreement (the “Agreement”) is being entered into as of September 20, 2023, by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan Mazurek, Chief Executive Officer of the Company (the “Executive Officer”).

RECITALS:

WHEREAS, in accordance with Section 1.07 of that certain Executive Officer’s Employment Agreement, dated March 30, 2012, as amended on November 11, 2014, June 30, 2016, March 30, 2020, and April 25, 2022, between the Company and the Executive Officer, the Compensation Committee of the Board of Directors of the Company granted the Executive Officer an award of restricted stock units (“RSUs”) covering 100,000 shares of the Company’s common stock pursuant to the Pioneer Power Solutions, Inc. 2021 Long-Term Incentive Plan (the “Incentive Plan”), with such RSUs being subject to the terms and conditions of the Incentive Plan and a Restricted Stock Unit Award Agreement (the “RSU Award”);

WHEREAS, 100,000 RSUs have vested on May 16, 2023, subject to the terms and conditions of the RSU Award, and the Company has issued an aggregate of 100,000 shares of common stock (the “Converted Shares”) to the Executive Officer upon vesting of the RSUs;

WHEREAS, in connection with the vesting of the RSUs, the Company paid, on the Executive Officer’s behalf, an aggregate amount of $272,829.32 to satisfy the Executive Officer’s income and payroll tax obligations (the “Tax Payment”), and the Company and the Executive Officer agreed that the Company would be reimbursed from payroll withholding, but the payroll withholding has not yet occurred as of the date of this Agreement; and

AGREEMENT:

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date first written above.

	COMPANY:

	PIONEER POWER SOLUTIONS, INC.

	By:	/s/ Walter Michalec
	Name:	Walter Michalec
	Title:	Chief Financial Officer

	EXECUTIVE OFFICER:

	By:	/s/ Nathan Mazurek
	Name:	Nathan Mazurek
	Title:	Chief Executive Officer

Cover	Sep. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2023
Entity File Number	001-35212
Entity Registrant Name	PIONEER POWER SOLUTIONS, INC.
Entity Central Index Key	0001449792
Entity Tax Identification Number	27-1347616
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 Kelby Street
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Fort Lee
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07024
City Area Code	(212)
Local Phone Number	867-0700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PPSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false