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): December 27, 2018
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1347616 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024
(Address of principal executive offices)
(212) 867-0700
(Registrant’s telephone number, including area code)
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))
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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on May 2, 2018, Pioneer Custom Electric Products Corp. (“PCEP”), a wholly owned subsidiary of Pioneer Power Solutions, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with CleanSpark, Inc. (“CleanSpark”), pursuant to which PCEP will sell certain assets (the “Asset Sale”) comprising the PCEP business to CleanSpark. On June 29, 2018, PCEP and CleanSpark entered into a letter agreement whereby the parties agreed to extend the date (the “Termination Date”) on which, under certain specified conditions, either PCEP or CleanSpark may terminate the Asset Purchase Agreement if the Asset Sale has not been completed from June 30, 2018 to October 15, 2018. On July 16, 2018, each of PCEP and CleanSpark signed a second letter agreement which further extended the Termination Date to from October 15, 2018 to December 31, 2018.
On December 27, 2018, each of PCEP and CleanSpark signed a third letter agreement (the “Letter Agreement”) which further extended the Termination Date to January 16, 2019. No other provisions of the Asset Purchase Agreement were otherwise amended or waived, and the Asset Purchase Agreement remains in full force and effect. A copy of the Letter Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 10.1 | Letter Agreement, dated December 27, 2018, between PCEP and CleanSpark. |
| - 2 - |
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: January 3, 2019 | By: | /s/ Thomas Klink |
| Name: | Thomas Klink | |
| Title: | Chief Financial Officer | |
| - 3 - |
Pioneer Custom Electric Products Corp. 8-K
Exhibit 10.1
December 27, 2018
Via Electronic Mail
Cleanspark, Inc.
6365 Nancy Ridge Drive, Fl. 2
San Diego, California 92121
Attention: Zachary Bradford, President
| Re: | Extension of Termination Date |
Dear Mr. Bradford:
Reference is made to that certain Asset Purchase Agreement by and between Cleanspark, Inc. (“Cleanspark”) and Pioneer Custom Electric Products Corp. (“Pioneer”), dated as of May 2, 2018 (the “Purchase Agreement”), as amended by those certain Letter Agreements, dated as of June 29, 2018 and July 16, 2018, respectively, between Cleanspark and Pioneer (the “Original Letter Agreement”). All capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.
By execution hereof, Cleanspark hereby agrees to extend the Termination Date as set forth in Section 8.1(d) of the Purchase Agreement, as amended by the Original Letter Agreement, from December 31, 2018 until on or before January 16, 2019 (the “Extension”). During the Extension, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.
The Parties agree that, in addition to the other Closing conditions set forth in the Agreement, the obligation of Purchaser to consummate the transactions contemplated by the Purchase Agreement, is subject to Bank of Montreal releasing any Liens it holds on the Acquired Assets. The Parties further agree that they are entering into the Extension to, amongst other things, allow the Parties sufficient time to negotiate amendments to the business terms and structure of the transactions set forth in the Purchase Agreement.
Sections 9.4 – 9.14 of the Purchase Agreement shall apply to this Agreement mutatis mutandis.
If you are in agreement with the foregoing, please so indicate by your countersignature below.
| Very truly yours, | ||
| PIONEER CUSTOM ELECTRIC PRODUCTS CORP. | ||
| By: | /s/ Nathan Mazurek | |
| Name: Nathan Mazurek | ||
| Title: President | ||
Agreed and Accepted as of
this 27th day of December, 2018
CLEANSPARK, INC.
| By: | /s/ Zachary Bradford | |
| Name: Zachary Bradford | ||
| Title: President |
| 2 |