ACORN ENERGY, INC. (Form: 8-K, Received: 07/23/2025 08:08:42)

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) July 23, 2025

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.)

1000 N West St., Suite 1200, Wilmington, Delaware		19801
(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
None

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 8.01 Other Events.

On July 23, 2025, the Registrant issued a press release announcing that its common stock had been approved for listing on the Nasdaq Capital Market. The press release is furnished herewith as Exhibit 99.1 hereto.

The information in this Item 8.01 is being furnished and shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any registration statement or other filing 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

The following Exhibit 99.1 relating to the disclosure under Item 8.01 of this Current Report is furnished and not filed:

99.1		Press release of Acorn Energy, Inc., dated July 23, 2025
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 23rd day of July, 2025.

	ACORN ENERGY, INC.

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

Exhibit 99.1

Remote Monitoring and Control Provider Acorn

Approved for Listing on Nasdaq Capital Market

Wilmington, DE, July 23, 2025 – Acorn Energy, Inc. (OTCQB: ACFN), a provider of remote monitoring and control solutions for backup power generators, gas pipelines and air compressors, today announced that its common stock has been approved for listing on the Nasdaq Capital Market, and that it expects its shares to commence trading on the Nasdaq Capital Market on Thursday, July 24, 2025. The ticker symbol for its common stock, ACFN, will remain unchanged. Acorn’s uplisting to Nasdaq is intended to increase visibility, liquidity and investor access to its common stock.

Acorn CEO, Jan Loeb, commented: “Acorn has emerged as a technology and service leader in remote monitoring and control solutions for backup generators and other industrial equipment. We continue to build our base of recurring monitoring revenue through the sale of new monitoring hardware units.

“Uplisting to Nasdaq is an exciting milestone for our employees and other stakeholders. It underscores our transformation from a diversified entity with a history of operating losses to a focused, high-margin, cash-generating growth business. Based on favorable trends driving demand for backup generators and remote monitoring, we believe we can grow our revenue at an average annual rate of 20% or more, over the next three-to-five year period, while bringing approximately 50% of each incremental revenue dollar to the operating profit line. We expect to exceed our 20% growth target in 2025 and believe our Nasdaq listing will support us in continuing to grow and build shareholder value.”

At March 31, 2025 Acorn had 2,491,130 common shares outstanding, $2.6M in cash and no debt. Acorn reported Q1’25 revenue of $3.1M and net income of $464,000, or $0.19 per diluted share.

About Acorn (www.acornenergy.com) and OmniMetrix^TM (www.omnimetrix.net)

Acorn Energy owns a 99% equity stake in OmniMetrix, a pioneer and leader in Internet of Things (IoT) wireless remote monitoring and control solutions for stand-by power generators, gas pipelines, air compressors and other industrial equipment. OmniMetrix serves tens of thousands of commercial and residential customers, including over 25 Fortune/Global 500 companies, supporting cell towers, manufacturing plants, medical facilities, data centers, retail stores, public transportation systems, energy distribution and federal, state and municipal government facilities and residential backup generators.

OmniMetrix’s proven, cost-effective solutions make critical systems more reliable and also enable automated “demand response” electric grid support via enrolled backup generators.

Safe Harbor Statement

This press release includes forward-looking statements, which are subject to risks and uncertainties. There are no assurances that Acorn will be successful in growing its business, increasing its revenue, increasing profitability, or maximizing the value of its operating company and other assets. The Company’s plan to uplist to the Nasdaq Capital Market is subject to compliance by the Company with the listing requirements of the Nasdaq Stock Market. A complete discussion of the risks and uncertainties that may affect Acorn Energy’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

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Investor Relations Contacts

Catalyst IR

William Jones, 267-987-2082

David Collins, 212-924-9800

acfn@catalyst-ir.com