Current Report Filing (8-k)
January 03 2023 - 8:01AM
Edgar (US Regulatory)
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2023-01-01
2023-01-01
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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) January 1, 2023
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 (410) 654-3315
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 1, 2023, the Registrant entered into a new consulting agreement (the “Consulting Agreement”) between Jan H. Loeb
and the Registrant extending its arrangements for compensation of Mr. Loeb for his services as President and CEO of the Registrant and
as principle executive officer of the Registrant’s OmniMetrix subsidiary in the capacity of Acting CEO.
Pursuant
to the Consulting Agreement, Mr. Loeb will receive cash compensation of $16,000 per month for service as President and CEO of the Registrant,
and an additional $10,000 per month for so long as he serves as Acting CEO of OmniMetrix. Mr. Loeb also received a grant of options on
January 1, 2023, to purchase 35,000 shares of the Registrant’s common stock, which are exercisable at an exercise price equal to
the December 30, 2022, closing price of the common stock of $0.35 per share. Twenty-five percent (25%) of the options were vested immediately;
the remaining options shall vest in three equal increments on April 1, 2023, July 1, 2023 and October 1, 2023. The exercise period and
other terms are otherwise substantially the same as the terms of the options granted by the Registrant to its outside directors.
The
Consulting Agreement expires on December 31, 2023, unless terminated early as provided therein.
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 3rd day of January, 2023.
| |
ACORN
ENERGY, INC. |
| |
|
|
| |
By: |
/s/
Tracy S. Clifford |
| |
Name:
|
Tracy
S. Clifford |
| |
Title:
|
Chief
Financial Officer |
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