8-K

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

Dateof Report (Date of earliest event reported) March 21, 2023

ACORN

ENERGY, INC.

(Exactname of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On March 21, 2023, Peter Rabover was appointed to the Registrant’s Board of Directors.

Upon his appointment to the Board, pursuant to the Registrant’s director compensation policy, Mr. Rabover was granted options to purchase 25,000 shares of the Registrant’s common stock at an exercise price of $0.30 per share (the closing price of the Registrant’s Common Stock on the OTCQB marketplace on the last trading day immediately preceding the date of grant), which options shall vest one-third per year, the first third to vest one year following the date of grant, and be exercisable for seven years from the date of grant.

In accordance with the Registrant’s director compensation policy, Mr. Rabover will receive an annual retainer of $15,000 (prorated for 2023).

There are no arrangements or understandings between Mr. Rabover and any other person pursuant to which Mr. Rabover was elected as a Director.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

104 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 21st day of March, 2023.