先驱电气 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ PIONEER POWER SOLUTIONS, INC.(Exact name of registrant as specified in its charter) 27-1347616(I.R.S. Employer Identification No.) Delaware(State or other jurisdiction of incorporation or organization) 400 Kelby Street,12th FloorFort Lee,New Jersey07024(Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code:(212)867-0700 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per sharePPSINasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the voting and non-voting common equity held by non-affiliates of the registrant based on the price at which the common equitywas last sold on the Nasdaq Capital Market on such date, was approximately $33,995(in thousands). For purposes of this computationonly, all officers, directors and 10% or greater stockholders of the registrant are deemed to be affiliates. As of April 11, 2025,11,120,266shares of the registrant’s common stock were outstanding. PIONEER POWER SOLUTIONS, INC. Form 10-KFor the Fiscal Year Ended December 31, 2024TABLE OF CONTENTSPageSpecial Note Regarding Forward-Looking Statements1PART IItem 1.Business2Item 1A.Risk Factors6Item 1B.Unresolved Staff Comments16Item 1C.Cybersecurity16Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclosures17PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18Item 6.[Reserved]18Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 7A.Quantitative and Qualitative Disclosures About Market Risk25Item 8.Consolidated Financial Statements and Supplementary Data26Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure54Item 9A.Controls and Procedures54Item 9B.Other Information55Item 9C.Disclosure Regarding Fo