Form 8-K

8-K — ACORN ENERGY, INC.

Accession: 0001493152-26-021628

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000880984

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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2026-05-07

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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 7, 2026

ACORN

ENERGY, INC.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-33886

22-2786081

(State

or Other Jurisdiction

(Commission

(IRS

Employer

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

Common

Stock, $0.01 par value per share

ACFN

The

Nasdaq Stock Market LLC

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 ☐

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.

May 7, 2026, the Registrant issued a press release announcing its 2026 first quarter results. The press release is attached as Exhibit

99.1 hereto.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release of Acorn Energy, Inc., dated May 7, 2026

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 7th day of May, 2026.

ACORN

ENERGY, INC.

By:

/s/

Tracy S. Clifford

Name:

Tracy

S. Clifford

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Press

Release & Investor Call

Acorn

Reports Q1 Revenue of $2.2M with Steady Growth in High Margin, Recurring Remote Monitoring and Control Revenue; Investor Call Today at

11am ET

Wilmington,

DE – May 7, 2026 – Acorn Energy, Inc. (Nasdaq: ACFN), a provider of remote monitoring and control solutions for

generators, gas pipelines and other critical infrastructure assets, announced results for its first quarter ended March 31, 2026 (Q1’26).

Acorn will hold an investor call today at 11am ET (details below).

Summary

Financial Results (1)

($ in 000s except per share data)

Q1’26

Q1’25

% Change

Monitoring revenue

$ 1,417

$ 1,269

+11.7%

Hardware revenue

$ 810

$ 1,829

-55.7 %

Total revenue

$ 2,227

$ 3,098

-28.1 %

Gross margin

80.2 %

75.1 %

+510 bps

Net (loss) income to stockholders

$ (77 )

$ 464

Net (loss) income per basic and diluted share

$ (0.03 )

$ 0.19

(1)

All of Acorn’s revenue is derived from its 99%-owned operating subsidiary, OmniMetrix™, LLC.

CEO

Commentary

Jan

Loeb, Acorn’s CEO, said, “Q1’26 results reflect continued growth in our installed base of monitored endpoints –

the core value driver of our business––offset by a decrease in hardware revenue largely due to our material cellphone provider

contract, which contributed hardware revenue of $876,000 in Q1’25 vs. $93,000 in Q1’26. Given our size, large enterprise

deployments are likely to create material variability in our quarterly hardware revenue comparisons, while contributing to our growing

base of high-margin, recurring, monitoring revenue.

“Reflecting

the increase in monitoring revenue as a percentage of total revenue, Q1’26 gross margin improved to 80.2% from 75.1% in Q1’25.

“Turning

to our growth drivers, we continue to pursue both residential and enterprise deployments of our monitoring solutions and remain optimistic

regarding our growth potential as customers take action to protect their homes and businesses against sudden power outages. We are also

advancing our new Infrastructure Solutions segment pursuant to our technology partnership with AIO Systems, through which we secured

exclusive North American rights to a comprehensive IoT monitoring solutions suite for telecommunications towers, energy sites and data

centers. This solution suite addresses a much broader range of functions and capabilities and as such we expect revenue from an average

site to be 5-6x that of our current average sale. Accordingly, we see significant potential as infrastructure operators seek

to modernize and harden their monitoring scope and capabilities.

“We

are advancing our program to launch these products in the U.S., fine-tuning product features and alerts, and developing customer materials

and sales and training collateral. We’ve also gone live with two full telecom tower sites for use in customer demonstrations.

We are still working out final hardware and services pricing models so it’s still too early to project margins in this segment.

Nonetheless, the AIO partnership significantly expands both our scope of capabilities as well as our addressable markets. We are confident

there is no better existing suite of monitoring solutions. Therefore, we feel this segment has the potential to transform our company.

“The

Infrastructure Solutions opportunity, combined with expected growth in our existing Power Generation segment, has us well-positioned

with a high-margin, capital-light business model.

“We

remain focused on our objective of achieving three-to-five year average revenue growth of 20% or more. In addition to our pursuit of

larger commercial and industrial customer opportunities, we continue to work toward potential strategic relationships with power generator

manufacturers and other OEMs. We also remain active in our pursuit of strategic M&A opportunities aligned with our business model

and with the potential to be meaningfully accretive to our earnings. Q1 is typically our lowest-revenue quarter so we expect stronger

performance as we progress through the year, though we do expect that hardware revenue comparisons in Q2’26 will again be below

Q2’25 due to the impact of the material cell phone provider contract in Q2’25.”

Financial

Review

Q1’26

revenue decreased 28.1% to $2,227,000 versus $3,098,000 in Q1’25, primarily due to a $1,019,000 (55.7%) decrease in hardware revenue,

as the prior-year period included significant hardware shipments under the material cellphone provider contract. Although hardware deliveries

under the contract are now largely complete, we did receive an additional $93,000 of hardware revenue and $167,000 of monitoring revenue

from the contract in Q1’26. Total monitoring revenue, which is amortized over the service period (typically one year), grew 11.7%

to $1,417,000 in Q1’26, reflecting continued growth in our monitored endpoints.

Q1’26

gross profit was $1,785,000, reflecting a gross margin of 80.2%, compared to gross profit of $2,326,000 and a gross margin of 75.1% in

Q1’25. The gross margin improvement was driven by a higher proportion of monitoring revenue, which carries a 94% gross margin,

and lower hardware revenue from the material contract.

Operating

expenses increased 11.2% to $1,914,000 in Q1’26 versus $1,722,000 in Q1’25, due to a $228,000 increase in selling, general

and administrative (SG&A) expense, partially offset by a $36,000 decrease in research and development (R&D) expense. The increase

in SG&A was primarily driven by $136,000 in higher stock-based compensation expense due to stock option grants issued to officers

and directors and $111,000 in higher OmniMetrix SG&A, including additional personnel and technology expenses, partially offset by

lower commissions. Lower R&D expense reflected reduced costs following the completion of the new Omni and OmniPro product development.

Lower

revenue and higher SG&A, resulted in a Q1’26 net loss attributable to Acorn stockholders of $(77,000), or $(0.03) per basic

and diluted share, compared to net income of $464,000, or $0.19 per basic and diluted share, in Q1’25. The Q1’26 loss includes

$197,000 of non-cash stock-based compensation expense versus $61,000 in Q1’25. The Company recognized an income tax benefit of

$25,000 in Q1’26 versus income tax expense of $154,000 in Q1’25.

Liquidity

and Cash Flow

Excluding

deferred revenue of $2,934,000 and deferred cost of goods sold of $25,000, which have no impact on future cash flow, net working capital

was $6,024,000 at March 31, 2026 versus $6,184,000 at December 31, 2025. This included cash of $4,257,000 at March 31, 2026 versus $4,454,000

at year-end 2025.

Q1’26, Acorn generated $53,000 of cash from operating activities, used $260,000 for investing activities (including $250,000 for

the acquisition of the exclusive distribution and commercialization rights under the AIO Systems technology partnership agreement and

$10,000 in other capital items), and received $10,000 from the exercise of stock options, for a net decrease in cash of $197,000.

Investor

Call Details

Date

/ Time:

Thursday,

May 7th at 11:00 AM ET

Dial-in

Number:

1-800-715-9871

or 1-646-307-1963 (Int’l)

Conference

ID# 6786386

Replay

& Transcript:

Posted on the Investor

Relations page of Acorn’s website when available.

About

Acorn (www.acornenergy.com) and OmniMetrixTM (www.omnimetrix.net)

Acorn’s

99%-owned OmniMetrix subsidiary is a pioneer and leader in wireless remote monitoring and control solutions for critical infrastructure

including standby generators, cell towers, gas pipelines, data centers, and utility networks. OmniMetrix serves tens of thousands of

commercial and residential endpoints, including over 25 Fortune/Global 500 companies in sectors including telecom, manufacturing, healthcare,

data centers, retail, public transportation, energy distribution and government facilities, as well as residential customers through

generator dealers.

OmniMetrix’s

industry-leading, 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. 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.

X (formerly Twitter):

@Acorn_IR

and @OmniMetrix

StockTwits:

@Acorn_Energy

Investor

Relations Contacts

Catalyst

William

Jones, 267-987-2082

David

Collins, 212-924-9800

acfn@catalyst-ir.com

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN

THOUSANDS, EXCEPT PER SHARE DATA)

Three months ended March 31,

2026

2025

Revenue

$ 2,227

$ 3,098

COGS

442

772

Gross profit

1,785

2,326

Operating expenses:

Research and development (R&D) expenses

255

291

Selling, general and administrative (SG&A) expenses

1,659

1,431

Total operating expenses

1,914

1,722

Operating (loss) income

(129 )

604

Interest income, net

(Loss) income before income taxes

(98 )

628

(Benefit from) provision for income taxes

(25 )

154

Net (loss) income

(73 )

474

Non-controlling interest share of income

(4 )

(10 )

Net (loss) income attributable to Acorn Energy, Inc. stockholders

$ (77 )

$ 464

Basic and diluted net (loss) income per share attributable to Acorn Energy, Inc. stockholders:

Net (loss) income per share attributable to Acorn Energy, Inc. stockholders – basic and diluted

$ (0.03 )

$ 0.19

Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic and diluted:

Basic

2,506

2,491

Diluted

2,506

2,498

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(IN

THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

As of

March 31, 2026

As of

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash

$ 4,257

$ 4,454

Accounts receivable, net

840

887

Inventory

1,196

1,254

Other current assets

225

267

State income tax receivable

Deferred cost of goods sold (COGS)

Total current assets

6,594

6,953

Property and equipment, net

364

383

Intangibles, net

266

Right-of-use assets, net

921

963

Other assets

112

119

Deferred tax assets

4,871

4,899

Total assets

$ 13,128

$ 13,334

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$ 213

$ 306

Accrued expenses

140

171

Deferred revenue

2,934

3,097

Current operating lease liabilities

163

158

Other current liabilities

State income tax payable

—

Total current liabilities

3,479

3,796

Long-term liabilities:

Deferred revenue

335

312

Noncurrent operating lease liabilities

838

884

Other long-term liabilities

Total liabilities

4,679

5,018

Commitments and contingencies

Equity: Acorn Energy, Inc. stockholders

Common stock - $0.01 par value per share: Authorized - 42,000,000 shares; issued - 2,557,937 at March 31, 2026 and 2,555,717 at December 31, 2025; outstanding - 2,506,846 at March 31, 2026 and 2,504,626 at December 31, 2025

Additional paid-in capital

103,828

103,621

Accumulated stockholders’ deficit

(92,421 )

(92,344 )

Treasury stock, at cost – 51,091 shares at March 31, 2026 and December 31, 2025

(3,052 )

Total Acorn Energy, Inc. stockholders’ equity

8,380

8,250

Non-controlling interests

Total equity

8,449

8,316

Total liabilities and equity

$ 13,128

$ 13,334

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

Three months ended March 31,

2026

2025

Cash flows provided by operating activities:

Net (loss) income

$ (73 )

$ 474

Depreciation and amortization

Deferred income tax benefit

125

Increase (decrease) in the provision for credit losses

(1 )

Non-cash lease expense

Stock-based compensation

197

Change in operating assets and liabilities:

Decrease (increase) in accounts receivable

(126 )

Decrease (increase) in inventory

(484 )

Decrease in deferred COGS

135

Decrease in other current assets and other assets

(Increase) decrease in state income tax receivable

(30 )

Decrease in deferred revenue

(140 )

(278 )

Decrease in operating lease liability

(57 )

(37 )

(Decrease) increase in state income tax payable

(18 )

(Decrease) increase in accounts payable, accrued expenses, other current liabilities and non-current liabilities

(141 )

298

Net cash provided by operating activities

271

Cash flows used in investing activities:

Equipment and trade show booth purchases

(3 )

(6 )

Payment for exclusive distribution and commercialization rights

(250 )

—

Investments in technology

(7 )

—

Net cash used in investing activities

(260 )

(6 )

Cash flows provided by financing activities:

Stock option exercise proceeds

—

Net cash provided by financing activities

—

Net (decrease) increase in cash

(197 )

265

Cash at the beginning of the period

4,454

2,326

Cash at the end of the period

$ 4,257

$ 2,591

Supplemental cash flow information:

Cash paid during the year for:

Income taxes

$ —

$ 4

Non-cash investing and financing activities:

Accrued preferred dividends to former CEO of OmniMetrix

$ 1

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v3.26.1

Cover

May 07, 2026

Cover [Abstract]

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ACORN

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration