10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

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FORM

10-Q

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(MarkOne)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Forthe quarterly period ended ### June 30, 2025

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OR

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☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission

file number: 001-35212

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PIONEER

POWER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-1347616
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
400 Kelby Street, 12th Floor
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Fort Lee, New Jersey	07024
(Address<br> of principal executive offices)	(Zip<br> Code)

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(212)867-0700

(Registrant’stelephone number, including area code)

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

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.001 per share	PPSI	Nasdaq<br> Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The

number of shares outstanding of the registrant’s common stock, $0.001 par value, as of August 13, 2025, was 11,095,266.

PIONEER

POWER SOLUTIONS, INC.

Form

10-Q

For

the Quarterly Period Ended June 30, 2025

TABLE

OF CONTENTS

PART

I. FINANCIAL INFORMATION

	Page
Item<br> 1. Financial Statements	1
Unaudited<br> Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025, and 2024	1
Unaudited<br> Condensed Consolidated Balance Sheets at June 30, 2025, and December 31, 2024	2
Unaudited<br> Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025, and 2024	3
Unaudited<br> Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025, and 2024	4
Notes<br> to Unaudited Condensed Consolidated Financial Statements	5
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item<br> 4. Controls and Procedures	24

PART

II. OTHER INFORMATION

Item<br> 1. Legal Proceedings	25
Item<br> 1A. Risk Factors	25
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item<br> 3. Defaults Upon Senior Securities	26
Item<br> 4. Mine Safety Disclosures	26
Item<br> 5. Other Information	26
Item<br> 6. Exhibits	26

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PART

I - FINANCIAL INFORMATION

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Item1. FINANCIAL STATEMENTS

PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Statements of Operations

(Inthousands, except for share and per share amounts)

(Unaudited)

	2025			2024			2025			2024
	For the Three<br> Months Ended						For the Six<br> Months Ended
	June<br> 30,						June<br> 30,
	2025			2024			2025			2024
Revenues	$	8,370		$	3,395		$	15,110		$	6,710
Cost of goods sold		7,056			2,754			13,648			5,534
Gross profit		1,314			641			1,462			1,176
Operating expenses
Selling, general and administrative		2,488			2,138			4,903			4,188
Research<br> and development		534			238			614			449
Total<br> operating expenses		3,022			2,376			5,517			4,637
Operating loss from continuing operations		(1,708	)		(1,735	)		(4,055	)		(3,461	)
Interest income, net		183			20			431			51
Other<br> income, net		297			-			320			40
Loss before income taxes		(1,228	)		(1,715	)		(3,304	)		(3,370	)
Income<br> tax benefit		-			-			-			-
Net loss from continuing operations		(1,228	)		(1,715	)		(3,304	)		(3,370	)
(Loss)<br> income from discontinued operations, net of income taxes		(100	)		(568	)		1,047			52
Net loss	$	(1,328	)	$	(2,283	)	$	(2,257	)	$	(3,318	)
Basic (loss) earnings per share:
Loss from continuing operations	$	(0.11	)	$	(0.16	)	$	(0.30	)	$	(0.32	)
(Loss)<br> earnings from discontinued operations		(0.01	)		(0.05	)		0.09			-
Basic loss per share	$	(0.12	)	$	(0.21	)	$	(0.21	)	$	(0.32	)
Diluted (loss) earnings per share:
Loss from continuing operations	$	(0.11	)	$	(0.16	)	$	(0.30	)	$	(0.32	)
(Loss)<br> earnings from discontinued operations		(0.01	)		(0.05	)		0.09			-
Diluted loss per share	$	(0.12	)	$	(0.21	)	$	(0.21	)	$	(0.32	)
Weighted average common shares outstanding:
Basic		11,104,058			10,920,125			11,112,117			10,518,659
Diluted		11,104,058			10,920,125			11,188,734			10,788,293

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Balance Sheets

(Inthousands, except for share amounts)

(Unaudited)

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			December 31,
			2024
ASSETS
Current assets
Cash	17,999		$	41,622
Accounts receivable, net<br> of allowance for credit losses of 21 and 13 as of June 30, 2025, and December 31, 2024, respectively	4,884			7,826
Inventories	5,783			6,068
Prepaid<br> expenses and other current assets	658			1,141
Total current assets	29,324			56,657
Property and equipment, net	5,371			6,503
Operating lease right-of-use assets	413			530
Financing lease right-of-use assets	413			221
Investments	2,240			2,000
Lease receivable and other assets	1,354			40
Total<br> assets	39,115		$	65,951
LIABILITIES AND STOCKHOLDERS’<br> EQUITY
Current liabilities
Accounts payable and accrued<br> liabilities	4,056		$	4,543
Current portion of operating<br> lease liabilities	178			244
Current portion of financing<br> lease liabilities	144			109
Deferred revenue	923			991
Consideration due to buyer	-			3,347
Income taxes payable	107			4,079
Dividend<br> payable	-			16,665
Total current liabilities	5,408			29,978
Operating lease liabilities, non-current portion	248			301
Financing lease liabilities, non-current portion	279			121
Other long-term liabilities	141			122
Total<br> liabilities	6,076			30,522
Stockholders’ equity
Preferred stock, 0.001<br> par value, 5,000,000 shares authorized; none issued	-			-
Common stock, 0.001 par<br> value, 30,000,000 shares authorized; 11,095,266 and 11,120,266 shares issued and outstanding on June 30, 2025, and December 31, 2024,<br> respectively	11			11
Additional paid-in capital	35,285			35,418
Accumulated<br> deficit	(2,257	)		-
Total<br> stockholders’ equity	33,039			35,429
Total liabilities and<br> stockholders’ equity	39,115		$	65,951

All values are in US Dollars.

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The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Statements of Cash Flows

(Inthousands)

(Unaudited)

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	2025			2024
	For the Six<br> Months Ended
	June<br> 30,
	2025			2024
Operating activities
Net loss	$	(2,257	)	$	(3,318	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Depreciation		526			286
Amortization of right-of-use<br> financing leases		56			63
Amortization of right-of-use<br> operating leases		117			361
Change in allowance for<br> credit losses		107			53
Stock-based compensation		15			321
Income attributable to<br> equity method investee		(240	)		-
Loss on disposal of property<br> and equipment		29			-
Selling profit on sales-type<br> lease		(749	)		-
Gain on change in consideration<br> due to buyer		(1,147	)		-
Changes in current operating<br> assets and liabilities:
Accounts receivable, net		2,787			2,833
Inventories		705			(5,078	)
Prepaid expenses and other<br> assets		826			(422	)
Accounts payable, accrued<br> liabilities and other liabilities		(598	)		(110	)
Income taxes		(3,972	)		(5	)
Deferred revenue		(68	)		4,011
Operating<br> lease liabilities		(100	)		(374	)
Net<br> cash used in operating activities		(3,963	)		(1,379	)
Investing activities
Purchase of property and<br> equipment		(740	)		(614	)
Payment<br> of consideration payable		(2,200	)		-
Net<br> cash used in investing activities		(2,940	)		(614	)
Financing activities
Net proceeds from issuance<br> of common stock		-			4,986
Payment of cash dividend		(16,665	)		-
Principal<br> repayments of financing leases		(55	)		(63	)
Net<br> cash (used in)/ provided by financing activities		(16,720	)		4,923
(Decrease)/ increase in<br> cash		(23,623	)		2,930
Cash
Cash,<br> beginning of year		41,622			3,582
Cash,<br> end of year	$	17,999		$	6,512
Supplemental cash flow information:
Interest paid	$	8		$	18
Income taxes paid, net<br> of refunds		3,924			-
Non-cash investing and financing<br> activities:
Surrender and retirement<br> of common stock		148			224
Transfer from property<br> and equipment to inventory		(420	)		-
Sales-type lease origination		1,410			-
Derecognition of assets<br> in exchange for net investment in sales-type lease		(661	)		-
Property and equipment<br> obtained in exchange for accounts payable		111			-
Finance lease ROU assets<br> obtained in exchange for finance lease liabilities		248			-

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Statements of Changes in Stockholders’ Equity

(Inthousands, except for share amounts)

(Unaudited)

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	Shares			Amount		capital			deficit			equity
						Additional						Total
	Common<br> Stock					paid-in			Accumulated			stockholders’
	Shares			Amount		capital			deficit			equity
Balance - March 31, 2024		10,821,860		$	11	$	38,712		$	(20,664	)	$	18,059
Net loss		-			-		-			(2,283	)		(2,283	)
Stock-based compensation		125,000			-		96			-			96
Surrender and retirement<br> of common stock		(57,541	)		-		(224	)		-			(224	)
Issuance<br> of common stock, net of transaction costs		27,719			-		140			-			140
Balance - June 30,<br> 2024		10,917,038		$	11	$	38,724		$	(22,947	)	$	15,788
Balance - March 31, 2025		11,120,266		$	11	$	35,431		$	(929	)	$	34,513
Net loss		-			-		-			(1,328	)		(1,328	)
Stock-based compensation		-			-		2			-			2
Surrender<br> and retirement of common stock		(25,000	)		-		(148	)		-			(148	)
Balance - June 30,<br> 2025		11,095,266		$	11	$	35,285		$	(2,257	)	$	33,039

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						Additional						Total
	Common<br> Stock					paid-in			Accumulated			stockholders’
	Shares			Amount		capital			deficit			equity
Balance - January 1, 2024		9,930,022		$	10	$	33,837		$	(19,629	)	$	14,218
Balance		9,930,022		$	10	$	33,837		$	(19,629	)	$	14,218
Net loss		-			-		-			(3,318	)		(3,318	)
Stock-based compensation		125,000			-		321			-			321
Surrender and retirement<br> of common stock		(57,541	)		-		(224	)		-			(224	)
Issuance<br> of common stock, net of transaction costs		919,557			1		4,790			-			4,791
Balance - June 30,<br> 2024		10,917,038		$	11	$	38,724		$	(22,947	)	$	15,788
Balance		10,917,038		$	11	$	38,724		$	(22,947	)	$	15,788
Balance - January 1, 2025		11,120,266		$	11	$	35,418		$	-		$	35,429
Balance		11,120,266		$	11	$	35,418		$	-		$	35,429
Net loss		-			-		-			(2,257	)		(2,257	)
Stock-based compensation		-			-		15			-			15
Surrender<br> and retirement of common stock		(25,000	)		-		(148	)		-			(148	)
Balance - June 30,<br> 2025		11,095,266		$	11	$	35,285		$	(2,257	)	$	33,039
Balance		11,095,266		$	11	$	35,285		$	(2,257	)	$	33,039

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The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PIONEER

POWER SOLUTIONS, INC.

Notes

to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended June 30, 2025

(Inthousands, except for share and per share amounts)

1.

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Organizationand Operations

Pioneer Power Solutions, Inc. and its wholly owned subsidiary (referred to herein as the “Company” or “Pioneer”) design, manufacture, service and integrate distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. Pioneer’s products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Pioneer’s customers include, but are not limited to, federal and state government entities, package delivery business’, school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers. Pioneer is headquartered in Fort Lee, New Jersey and operates from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, sales and administration.

Segments

In determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has one reportable segment: Critical Power Solutions (“Critical Power”), as defined in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025.

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Basisof Presentation

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The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. The Company believes that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required by U.S. GAAP for a year-end balance sheet.

ASC 740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions are met. The Company is currently in the process of estimating its annual effective tax rate for the year ending December 31, 2025, and, as such, the annual effective tax rate is unknown.

These unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc. (“Titan”), its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity

The

accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, as of June 30, 2025, the Company had $17,999 of cash on hand and working capital of $23,916. The cash on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products Corp. (“PCEP”). On October 29, 2024, the Company closed on the PCEP sale for gross cash proceeds of $48,000 and $2,000 in equity. As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net working capital adjustment. On April 16, 2025, the Company and the buyer of the PCEP Sale finalized the net working capital adjustment and as a result, the Company recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March 31, 2025. On April 16, 2025, the Company paid the $2,200 consideration payable due to the buyer of the PCEP Sale. See Note 8 – Discontinued Operations for details.

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The Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units in August 2019, the completion of the sale of the PCEP business unit in October 2024, and the sale of common stock. Historically, the Company’s cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions. The Company expects to meet its cash needs with the working capital and cash flows from the Company’s operating activities. The Company expects its cash requirements to be generally for operating activities, product development and capital improvements. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated financial statements are issued.

Risksand Uncertainties

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The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.

There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.

Rounding

All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

RecentAccounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220- 40)”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income

• Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Profits Interest and Share-Based Customer Payments”. This ASU provides clarification on how to account for share-based payments made to customers, including updated guidance on performance conditions and forfeiture estimation. It also removes the reference to the ASC 606 constraint guidance for recognizing such awards. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

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RevenueRecognition

Billand Hold Arrangements

From time to time, the Company enters into bill and hold arrangements, whereby the Company sells mobile EV charging equipment and the equipment is warehoused at a Company or third party location pursuant to directions received from the Company’s customer. Even though the equipment is not physically in the customer’s possession, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer.

Additionally, all the following bill and hold criteria must be met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive, the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer.

LessorArrangements

The Company determines whether an arrangement is or contains a lease at inception. The Company leases generators and mobile electric vehicle charging equipment to certain of its customers. As a lessor, when a lease meets certain criteria indicating that the Company has effectively transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease. When a lease does not meet the criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing lease. When none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease. Sales-type leases are recognized as a net investment in the lease on the unaudited consolidated balance sheets. The net investment comprises the lease receivable including any unguaranteed residual value of the underlying asset. For sales-type leases, product revenue is generally recognized upon lease commencement. The discounted unguaranteed residual value of the underlying leased assets is not material to the net investment in the lease balance. The Company monitors the performance of customers who leased equipment and are subject to ongoing payments. No allowance has been recorded for the receivables under the leasing arrangements.

The lease terms are included in the Company’s contracts and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. Leasing revenues do not include material amounts of variable payments. Lessees do not provide residual value guarantees on rented equipment.

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3.

REVENUES

Natureof the Company’s products and services

The Company’s principal products and services include distributed energy resources, power generation equipment and mobile electric vehicle charging solutions.

Products

The Company’s Electrical Infrastructure business (included in discontinued operations; see Note 8 – Discontinued Operations for details) provided electric power systems and equipment and distributed energy resources that helped customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy needs.

The Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions.

Services

Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. The Company’s power maintenance programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems.

The timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting period. Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations. The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

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RevenueRecognition

During

the three months ended June 30, 2025, and 2024, the Company recognized $26 and $0 of equipment revenue over time, respectively, from its Critical Power segment. Additionally, the Company recognized $4,187 and $838 of revenue at a point in time from the sale of its products, which is typically recognized upon delivery, from its Critical Power segment during the three months ended June 30, 2025, and 2024, respectively. There were no bill and hold arrangements during the three months ended June 30, 2025, and 2024.

During

the six months ended June 30, 2025, and 2024, the Company recognized $177 and $45 of equipment revenue over time, respectively, from its Critical Power segment. Additionally, the Company recognized $7,808 and $1,902 of revenue at a point in time from the sale of its products, which is typically recognized upon delivery, from its Critical Power segment during the six months ended June 30, 2025, and 2024, respectively. Included within point in time revenue during the six months ended June 30, 2025, was $2,337 of revenue recognized pursuant to bill and hold arrangements. There were no bill and hold arrangements during the six months ended June 30, 2024.

Service

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $2,289

and $2,174

of service revenue during the three months ended June 30, 2025, and 2024, respectively.

Service

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $4,734 and $4,055 of service revenue during the six months ended June 30, 2025, and 2024, respectively. Under its continuing operations, the Company recognizes revenue as services are provided. Amounts billed and due from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the unaudited condensed consolidated balance sheets.

The

change in deferred revenue as of June 30, 2025, was driven primarily by ordinary course contract activity. As of January 1, 2024, the Company had a deferred revenue balance of $307.

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For

the three months ended June 30, 2025, and 2024, the Company recognized revenue of $231 and $10, respectively, related to amounts that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the various active contracts during the respective reporting periods.

For

the six months ended June 30, 2025, and 2024, the Company recognized revenue of $461 and $100, respectively, related to amounts that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the various active contracts during the respective reporting periods.

As

of June 30, 2025, the Company had $923 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Concentrationof Risk

For the three months ended June 30, 2025, the Company derived 31% and 19% of its revenue from two customers. For the three months ended June 30, 2024, the Company derived 14% and 13% of its revenue from two customers.

For the six months ended June 30, 2025, the Company derived 34% and 13% of its revenue from two customers. For the six months ended June 30, 2024, the Company derived 14%, 12% and 10% of its revenue from three customers.

As of June 30, 2025, one customer’s outstanding receivable balance equaled 53% of the total outstanding receivable balance. As of December 31, 2024, one customer’s outstanding receivable balance equaled 72% of the total outstanding receivable balance.

As of June 30, 2025, one customer represented 100% of the Company’s lease receivable balance.

Return

of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the three and six months ended June 30, 2025, were $154 and $524, respectively. Returns and warranties during the three and six months ended June 30, 2024, were insignificant.

DisaggregatedRevenue

The following table presents the Company’s revenues disaggregated by revenue discipline:

SCHEDULE

OF REVENUE DISAGGREGATED

	2025		2024		2025		2024
	For the Three<br> Months Ended				For the Six<br> Months Ended
	June<br> 30,				June<br> 30,
	2025		2024		2025		2024
Revenues - ASC 606
Products	$	4,213	$	838	$	7,985	$	1,947
Services		2,289		2,174		4,734		4,055
Total revenues - ASC 606	$	6,502	$	3,012		12,719		6,002
Revenues - ASC 842
Sales-type lease revenue		1,410		-		1,410		-
Fixed<br> lease revenue		458		383		981		708
Total<br> revenues - ASC 842		1,868		383		2,391		708
Total revenue	$	8,370	$	3,395	$	15,110	$	6,710

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LeaseRevenues

There were no leasing revenues arising from variable lease payments during the three and six-month periods ended June 30, 2025, and 2024.

The following table presents future operating lease payments to be received as of June 30, 2025:

SCHEDULE

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years Ending December 31,	Total
2025	$	153
2026		226
2027		200
2028		200
2029		142
Total	$	921

Leases receivable relating to sales-type lease arrangements are presented on the Company’s unaudited condensed consolidated balance sheets as follows:

SCHEDULE

OF SALES TYPE LEASE ARRANGEMENTS

	2025		2024
	June<br> 30,
	2025		2024
Reported as:
Accounts receivable	$	100	$	-
Lease receivable and other<br> assets		1,310		-
Net<br> investment in sales-type leases	$	1,410	$	-

4.

INVENTORIES

The components of inventories are summarized below:

SCHEDULE

OF INVENTORIES

	June 30,		December 31,
	2025		2024
Raw materials	$	4,235	$	4,899
Work in process		1,548		1,169
Total inventories	$	5,783	$	6,068

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5.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

---

The components of accounts payable and accrued liabilities are summarized below:

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31,
	2025		2024
Accounts payable	$	3,255	$	3,054
Accrued liabilities		801		1,489
Total accounts payable<br> and accrued liabilities	$	4,056	$	4,543

Accrued

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs. As of June 30, 2025, and December 31, 2024, accrued insurance was $106 and $462, respectively. Accrued compensation and benefits as of June 30, 2025, and December 31, 2024, were $197 and $453, respectively. Accrued warranty costs as of June 30, 2025, and December 31, 2024, were $212 and $117, respectively. The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations.

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6.

STOCK-BASED COMPENSATION

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Stock-BasedCompensation

A summary of stock option activity during the six months ended June 30, 2025, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

	Stock<br><br> Options			Weighted<br> average<br> exercise price		Weighted<br><br> average remaining<br> contractual term		Aggregate<br><br> intrinsic value
Outstanding as of January 1, 2025		561,476		$	4.22
Granted		-			-
Exercised		-			-
Forfeited/expired		(10,642	)		6.56
Outstanding as of June 30, 2025		550,834			4.18		4.80	$	199
Exercisable as of June 30, 2025		539,164			4.15		4.72		199

Stock-based

compensation expense recorded for the three and six months ended June 30, 2025, was approximately $2 and $15, respectively. Stock-based compensation expense recorded for the three and six months ended June 30, 2024, was approximately $96 and $321, respectively. As of June 30, 2025, there was $43 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations over a weighted average remaining period of 1.1 years.

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7.

INCOME TAXES

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For the three and six months ended June 30, 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate (ETR) of 0%, compared to the U.S. federal statutory rate of 21%. The difference between the Company’s ETR and the statutory rate was primarily driven by the following significant reconciling items:

(i)	Full<br> valuation allowance on federal, state, and foreign deferred tax assets: As the Company continues<br> to project that it is not more likely than not that deferred tax assets will be realized,<br> no tax benefit was recognized on current quarter losses or deductible temporary differences;
(ii)	Non-deductible<br> permanent items, including meals & entertainment, officer compensation under IRC §162(m),<br> and penalties, which increased the statutory rate differential;
---	---
(iii)	Absence<br> of discrete benefits from foreign tax credit (FTC) utilization or R&D credit return-to-provision<br> (RTP) adjustments in the current period;
---	---
(iv)	No<br> tax rate changes or deferred remeasurement items were recorded in the quarter.
---	---

As a result, despite incurring a pre-tax loss in the quarter, the Company recorded no tax benefit.

The

Company also notes that the prior year December 31, 2024 effective tax rate was 29.75%, primarily due to a discrete gain on the sale of a subsidiary that generated taxable income and allowed the Company to utilize previously reserved capital loss and net operating loss carryforwards, resulting in a partial release of the valuation allowance. No such income or attribute utilization occurred in the current period.

Additionally, due to earnings volatility and the non-reliability of full-year forecasted income, management concluded it was not practicable to estimate a reliable annual effective tax rate. As such, the Company applied the discrete method under ASC 740-270-30-18 to calculate the interim income tax provision.

The Company will continue to apply the discrete method until reliable forecast data becomes available to support a forecast-based ETR.

On July 4, 2025, the President signed into law the “Make Rural America and Main Street Grow Again Act” (commonly referred to as the One Big Beautiful Bill Act), which makes several significant changes to U.S. federal income tax law. Key provisions include:

●	Extension<br> of 100% bonus depreciation under Internal Revenue Code (“IRC”) Section 168(k)<br> for qualified property placed in service before January 1, 2030, including a provision effective<br> retroactively to property acquired after January 19, 2025.
●	Temporary<br> expensing of domestic research and experimental expenditures under new IRC Section 174A,<br> applicable for tax years beginning after December 31, 2024, with acceleration options for<br> expenditures incurred between January 1, 2022 and December 31, 2024.
●	Modification<br> to the business interest expense limitation under IRC Section 163(j), reinstating EBITDA-based<br> adjustable taxable income (ATI) for tax years beginning after December 31, 2024.

Because the law was enacted after the end of the second quarter, its effects are considered a nonrecognized subsequent event and do not reflect any adjustments related to the enacted provisions.

Certain provisions of the legislation are effective retroactively to earlier periods in 2025. These may result in catch up adjustments in the third quarter to the income tax accounts. The Company is currently assessing the impact of these retroactive provisions, including any related remeasurement of deferred tax assets, liabilities, and valuation allowance considerations. The Company maintains a valuation allowance on its deferred tax assets and does not expect a material near-term tax benefit from legislation due to its current net operating loss position.

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8.

DISCONTINUED OPERATIONS

---

Saleof Electrical Infrastructure Segment

On October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”), by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to:

(i)	contribute<br> 4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover<br> Interests”) in exchange for Investment issuing $2,000 of common units (representing<br> approximately 6% of Investment’s issued and outstanding common units on the Closing<br> Date (as defined below)) (the “Rollover Units”) to the Company; and
(ii)	sell<br> all of the issued and outstanding equity interests of PCEP other than the Rollover Interests<br> to the Buyer ((i) and (ii) being, the “Equity Transaction”).
---	---

The

Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company. As of December 31, 2024, the Company recorded a consideration due to the Buyer of $3,347 related to a net working capital adjustment. On April 16, 2025, the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $1,147 reduction in the consideration due to the Buyer, which is included as a component of discontinued operations during the six months ended June 30, 2025. During the three months ended June 30, 2025, the Company paid the $2,200 consideration to the Buyer.

The Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025.

DiscontinuedOperation Financial Information

The following table summarizes the results from discontinued operations, net of tax, included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025, and 2024:

SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION

	2025			2024			2025			2024
	For the Three<br> Months Ended						For the Six<br> Months Ended
	June<br> 30,						June<br> 30,
	2025			2024			2025			2024
Revenues	$	-		$	2,945		$	-		$	8,220
Cost of goods sold		-			2,933			-			7,015
Gross profit		-			12			-			1,205
Operating expenses
Selling, general and administrative		-			577			-			1,150
Total<br> operating expenses		-			577			-			1,150
Operating (loss) income<br> from discontinued operations		-			(565	)		-			55
Interest expense		-			3			-			3
Loss (gain) on sale of business, net of taxes		100			-			(1,047	)		-
Other expense		-			-			-			-
Net<br> (loss) income from discontinued operations	$	(100	)	$	(568	)	$	1,047		$	52

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9.

EQUITY-METHOD INVESTMENT

---

As

disclosed in Note 8 – Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP. As part of the transaction, the Company retained an equity interest in Pioneer Investment LLC via the issuance of Rollover Units. During the three and six months ended June 30, 2025, the Company recorded income from equity method investee of $297 and $240, respectively, which is included in other income on the unaudited condensed consolidated statement of operations.

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10.

BASIC AND DILUTED (LOSS) EARNINGS PER SHARE

Basic (loss) earnings per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted (loss) earnings per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. Dilutive common equivalent shares consist of shares that would be issued upon the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

A reconciliation of basic and diluted (loss) earnings per share is as follows (in thousands, except per share data):

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

	2025			2024			2025			2024
	For the Three<br> Months Ended						For the Six<br> Months Ended
	June<br> 30,						June<br> 30,
	2025			2024			2025			2024
Numerator:
Loss from continuing<br> operations	$	(1,228	)	$	(1,715	)	$	(3,304	)	$	(3,370	)
(Loss)<br> income from discontinued operations, net of income taxes		(100	)		(568	)		1,047			52
Net<br> loss	$	(1,328	)	$	(2,283	)	$	(2,257	)	$	(3,318	)
Denominator:
Weighted average common shares outstanding<br> - basic		11,104,058			10,920,125			11,112,117			10,518,659
Effect of dilutive securities:
Stock options		-			-			76,617			205,484
Restricted<br> stock units		-			-			-			64,150
Weighted average common<br> shares outstanding - diluted		11,104,058			10,920,125			11,188,734			10,788,293
Basic (loss) earnings per share:
Loss per share from continuing<br> operations	$	(0.11	)	$	(0.16	)	$	(0.30	)	$	(0.32	)
(Loss)<br> earnings per share from discontinued operations		(0.01	)		(0.05	)		0.09			-
Basic loss per share	$	(0.12	)	$	(0.21	)	$	(0.21	)	$	(0.32	)
Diluted (loss) earnings per share:
Loss per share from continuing<br> operations	$	(0.11	)	$	(0.16	)	$	(0.30	)	$	(0.32	)
(Loss)<br> earnings per share from discontinued operations		(0.01	)		(0.05	)		0.09			-
Diluted loss per share	$	(0.12	)	$	(0.21	)	$	(0.21	)	$	(0.32	)

The following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

	2025		2024		2025		2024
	For the Three<br> Months Ended				For the Six<br> Months Ended
	June<br> 30,				June<br> 30,
	2025		2024		2025		2024
Stock options		550,834		654,313		384,166		269,500
Total		550,834		654,313		384,166		269,500

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11.

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Chief Executive Officer of the company (the “CEO”), as the Chief Operating Decision Maker (“CODM”), organizes the Company, manages resource allocations, and measures performance of the Company’s single operating segment, Critical Power Solutions. The Critical Power Solutions reportable segment is the Company’s Titan business unit. The Critical Power Solutions segment provides mobile high-capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency.

The CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the unaudited condensed consolidated statements of operations, which is assessed to be the segment measure of profit or loss. This measure is used to monitor actual results to evaluate the performance of the segment versus the forecasted targets. The segment assets are equal to the assets presented in the unaudited condensed consolidated balance sheets.

The significant expenses that are regularly provided to the CODM, which include costs of goods sold, selling, general and administrative expenses and research and development expenses, are disclosed in the unaudited condensed consolidated statements of operations as a part of the consolidated net income (loss). The other segment item that is regularly provided to the CODM includes other income (expense) which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations. Other income and (expenses) consist of interest income and interest (expense), which are disclosed as separate line items in the unaudited condensed consolidated statements of operations.

On October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital. Prior to the sale of the Electrical Infrastructure segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable segments. See Note 8 - Discontinued Operations for additional information.

Revenues are attributable to countries based on the location of the Company’s customers:

SCHEDULE

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

	For the Three<br> Months Ended				For the Six<br> Months Ended
	June<br> 30,				June<br> 30,
	2025		2024		2025		2024
Revenues
United States	$	8,255	$	3,395	$	14,881	$	6,710
Canada		115		-		229		-
Total	$	8,370	$	3,395	$	15,110	$	6,710

Approximately 31% and 19% of the Company’s revenues during the three months ended June 30, 2025, were made to two customers. Approximately 14% and 13% of the Company’s revenues during the three months ended June 30, 2024, were made to two customers.

Approximately 34% and 13% of the Company’s revenues during the six months ended June 30, 2025, were made to two customers. Approximately 14%, 12% and 10% of the Company’s revenues during the six months ended June 30, 2024, were made to three customers.

The distribution of the Company’s property and equipment by geographic location is approximately as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC

LOCATION

	June 30,		December 31,
	2025		2024
Property and equipment
United States	$	5,371	$	6,503

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ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanyingunaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q andwith our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commissionon April 14, 2025.

Unlessthe context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Pioneer,”“we,” “our” and “us” refer to Pioneer Power Solutions, Inc. and its subsidiary.

U.S.dollars are reported in thousands except for share and per share amounts.

SpecialNote Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

●	General<br> economic conditions and their effect on demand for electrical equipment, particularly in<br> the commercial market, but also in the power generation, industrial production and infrastructure<br> industries.
●	The<br> effects of fluctuations in sales on our business, revenues, expenses, net income (loss),<br> income (loss) per share, margins and profitability.
---	---
●	Many<br> of our competitors are better established and have significantly greater resources and may<br> subsidize their competitive offerings with other products and services, which may make it<br> difficult for us to attract and retain customers.
---	---
●	The<br> potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman,<br> president and chief executive officer.
---	---
●	Our<br> ability to generate internal growth, maintain market acceptance of our existing products<br> and gain acceptance for our new products.
---	---
●	Unanticipated<br> increases in raw material prices or disruptions in supply could increase production costs<br> and adversely affect our profitability.
---	---
●	Our<br> ability to realize revenue reported in our backlog.
---	---
●	Our<br> ability to remediate the ongoing material weakness identified in our internal control over<br> financial reporting, or inability to otherwise maintain an effective system of internal control.
---	---
●	The<br> effect that the identified material weakness and failure to establish and maintain effective<br> internal control over financial reporting could have on investor confidence in us and raise<br> reputational risk.
---	---
●	Operating<br> margin risk due to competitive pricing and operating efficiencies, supply chain risk, material,<br> labor or overhead cost increases, interest rate risk and commodity risk.
---	---
●	Strikes<br> or labor disputes with our employees may adversely affect our ability to conduct our business.
---	---
●	The<br> impact of geopolitical activity on the economy, changes in government regulations such as<br> tariff policies and regulations, income taxes, climate control initiatives, the timing or strength of an economic recovery<br> in our markets and our ability to access capital markets.
---	---
●	Future<br> sales of large blocks of our common stock may adversely impact our stock price.
---	---
●	The<br> liquidity and trading volume of our common stock.
---	---
●	Our<br> business could be adversely affected by an outbreak of disease, epidemic or pandemic, such<br> as the global coronavirus pandemic, or similar public threat, or fear of such an event.
---	---
●	Our<br> ability to maintain compliance with the continued listing standards of the Nasdaq Capital<br> Market.
---	---
●	Risks<br> associated with litigation and claims, which could impact our financial results and condition.
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The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should review carefully the risks and uncertainties described under the heading “Part II - Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock.

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BusinessOverview

We design, manufacture, integrate, service and sell distributed energy resources, on site power generation equipment and mobile EV charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, Federal and State government entities, package delivery business’, school bus fleet operators, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, sales and administration.

We intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering, sales and marketing personnel.

U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted).

Recent Developments

On July 4, 2025, the federal government enacted the One Big Beautiful Bill Act, which includes broad based changes to U.S. corporate tax provisions. Certain key provisions apply retroactively to January 2025, including the reinstatement of 100% bonus depreciation and the option to expense U.S.-based research and development expenditures.

As we continue to operate in a net operating loss (NOL) position and maintains a full valuation allowance against our deferred tax assets, the income tax provisions are not expected to materially impact our cash tax obligations or financial statement income tax expense in the near term. To the extent the new provisions increase deferred tax assets, such increases are expected to be offset by a corresponding increase in the valuation allowance, consistent with our current assessment. We will continue to evaluate the long-term implications of the legislation.

Descriptionof Business Segment

In October 2024, we sold our Pioneer Custom Electrical Products Corp. (“PCEP”) business unit to a buyer (the “PCEP Sale”) as a result of a strategic change to the operations of our business. Following the PCEP Sale, we currently have one reportable segment

• Critical Power Solutions (“Critical Power”).

●

Our<br> Critical Power business provides customers with our suite of mobile EV charging solutions,<br> power generation equipment and all forms services, including but not limited to, preventative<br> maintenance, repairs, fuel polishing, and remote monitoring. These products and services<br> are marketed by our operations headquartered in Minnesota, currently doing business under<br> our Pioneer eMobility (“e-Boost”) and Pioneer Critical Power (“Titan”)<br> brand names.

Our Critical Power business designs, manufactures and sells mobile EV charging solutions under our e-Boost suite of products, in addition to distributing new power generation equipment and performing service and maintenance on our customers’ existing equipment. Many of these systems are used to maintain reliable, primary, peak shaving or emergency standby power at facilities where it is required or where the potential consequences of a power outage make it necessary, such as, but not limited to, major national retailers, hospitals, data centers, communications facilities, factories, military sites, office complexes and other critical operations.

CriticalAccounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts and disclosures in the unaudited condensed consolidated financial statements. Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025. There were no material changes to our critical accounting estimates during the three and six months ended June 30, 2025.

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RESULTS

OF OPERATIONS

Overviewof June 30, 2025, and 2024, Operating Results

Selected financial and operating data for our reportable business segment for the most recent reporting period is summarized below. This information, as well as the selected financial data provided in “Note 11 - Business Segment and Geographic Information” and in our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, should be referred to when reading our discussion and analysis of results of operations below.

Our summary of operating results during the three and six months ended June 30, 2025, and 2024 are as follows:

	For the Three<br> Months Ended						For the Six<br> Months Ended
	June<br> 30,						June<br> 30,
	2025			2024			2025			2024
Revenues
Critical Power<br> Solutions	$	8,370		$	3,395		$	15,110		$	6,710
Cost of goods sold
Critical<br> Power Solutions		7,056			2,754			13,648			5,534
Gross profit		1,314			641			1,462			1,176
Selling, general and administrative		2,466			2,126			4,865			4,174
Depreciation and amortization		22			12			38			14
Research<br> and development		534			238			614			449
Total<br> operating expenses		3,022			2,376			5,517			4,637
Operating loss from continuing operations		(1,708	)		(1,735	)		(4,055	)		(3,461	)
Interest income		183			20			431			51
Other<br> income, net		297			-			320			40
Loss before income taxes		(1,228	)		(1,715	)		(3,304	)		(3,370	)
Income<br> tax expense		-			-			-			-
Net loss from continuing operations		(1,228	)		(1,715	)		(3,304	)		(3,370	)
(Loss)<br> income from discontinued operations, net of income taxes		(100	)		(568	)		1,047			52
Net loss	$	(1,328	)	$	(2,283	)	$	(2,257	)	$	(3,318	)

Backlog

Revenue backlog, which consists of purchase orders and contracts from customers that we believe to be firm, reflects the amount of revenue that we expect to realize in the future upon the satisfaction of customer orders for our products or services that are not yet complete or for which work has not yet begun. Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments.

Our revenue backlog as of June 30, 2025, from our Critical Power business was $17,885, a decrease of $9,366, or 34.4%, when compared to $27,251 as of June 30, 2024.

The following table represents the progression of our backlog as of the end of the last five quarters:

	June 30,		March 31,		December 31,		September<br> 30,		June 30,
	2025		2025		2024		2024		2024
Critical Power<br> Solutions	$	17,885	$	23,231	$	19,762	$	24,038	$	27,251
Order backlog		17,885		23,231		19,762		24,038		27,251
Discontinued operation		-		-		-		42,112		39,670
Total<br> order backlog	$	17,885	$	23,231	$	19,762	$	66,150	$	66,921

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Revenue

The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages):

	For the Three Months Ended								For the Six Months Ended
	June 30,								June 30,
	2025		2024		Variance		%		2025		2024		Variance		%
Critical Power Solutions
Equipment	$	6,081	$	1,221	$	4,860		398.0	$	10,376	$	2,655	$	7,721		290.8
Service		2,289		2,174		115		5.3		4,734		4,055		679		16.7
Total revenue	$	8,370	$	3,395	$	4,975		146.5	$	15,110	$	6,710	$	8,400		125.2

For the three months ended June 30, 2025, our revenue from our Critical Power segment increased by $4,975, or 146.5% to $8,370, up from $3,395 during the three months ended June 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions, e-Boost.

For the six months ended June 30, 2025, our revenue from our Critical Power segment increased by $8,400, or 125.2% to $15,110, up from $6,710 during the six months ended June 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions, e-Boost.

GrossProfit and Margin

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The following table represents our gross profit for the periods indicated (in thousands, except percentages):

	For the Three Months Ended									For the Six Months Ended
	June 30,									June 30,
	2025		2024		Variance			%		2025		2024		Variance			%
Critical Power Solutions
Gross profit	$	1,314	$	641	$	673			105.0	$	1,462	$	1,176	$	286			24.3
Gross margin %		15.7		18.9		(3.2	)				9.7		17.5		(7.8	)

For the three months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 15.7% of revenues, as compared to 18.9% during the three months ended June 30, 2024. The decrease was primarily due to an unfavorable sales mix.

For the six months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 9.7% of revenues, as compared to 17.5% during the six months ended June 30, 2024. The decrease was primarily attributable to a contract with a customer in our Pioneer eMobility business, which generated lower margins on the initial units due to higher costs incurred during the early stages of production as we refined our manufacturing processes and optimized build efficiency.

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OperatingExpenses

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The following table represents our operating expenses for the periods indicated (in thousands, except percentages):

	For the Three<br> Months Ended								For the Six<br> Months Ended
	June<br> 30,								June<br> 30,
	2025		2024		Variance		%		2025		2024		Variance		%
Selling, general and administrative	$	2,488	$	2,138	$	350		16.4	$	4,903	$	4,188	$	715		17.1
Research and development		534		238		296		124.4		614		449		165		36.7
Total<br> operating expense	$	3,022	$	2,376	$	646		27.2	$	5,517	$	4,637	$	880		19.0

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Selling,General and Administrative Expense. For the three months ended June 30, 2025, consolidated selling, general and administrative expense increased by approximately $350, or 16.4%, to $2,488, as compared to $2,138 during the three months ended June 30, 2024, primarily due to an increase in trade show related costs and commissions expense. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 29.7% during the three months ended June 30, 2025, as compared to 63.0% during the three months ended June 30, 2024, primarily due to the increase in total revenue during the three-month period ended June 30, 2025.

For the six months ended June 30, 2025, consolidated selling, general and administrative expense increased by approximately $715, or 17.1%, to $4,903, as compared to $4,188 during the six months ended June 30, 2024, primarily due to an increase in trade show related costs, commissions expense and professional fees. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 32.4% during the six months ended June 30, 2025, as compared to 62.4% during the six months ended June 30, 2024, primarily due to the increase in total revenue during the six-month period ended June 30, 2025.

R&DExpenses. Research and development expenses in our Critical Power segment consists of costs incurred in performing research and development activities, including salaries, benefits, overhead costs, contract services and other related costs. During the three months ended June 30, 2025, we incurred $534 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $238 during the three months ended June 30, 2024. During the six months ended June 30, 2025, we incurred $614 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $449 during the six months ended June 30, 2024.

OperatingLoss from Continuing Operations

The following table represents our operating loss from continuing operations for the periods indicated (in thousands):

	For the Three Months Ended										For the Six Months Ended
	June 30,										June 30,
	2025			2024			Variance		%		2025			2024			Variance			%
Operating loss from continuing operations	$	(1,708	)	$	(1,735	)	$	27		1.6	$	(4,055	)	$	(3,461	)	$	(594	)		(17.2	)

During the three months ended June 30, 2025, our operating loss from continuing operations decreased by approximately $27, or 1.6%, to $1,708, as compared to $1,735 during the three months ended June 30, 2024, primarily due to the increase in sales and rentals of our equipment and services.

During the six months ended June 30, 2025, our operating loss from continuing operations increased by approximately $594, or 17.2%, to $4,055, as compared to $3,461 during the six months ended June 30, 2024, primarily due to the decrease in our gross profit and an increase in selling, general and administrative expense.

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Non-OperatingIncome from Continuing Operations

InterestIncome. We generated the majority of our interest income from our cash on hand during the three and six-month periods ended June 30, 2025, and 2024.

For the three months ended June 30, 2025, we had interest income of approximately $183, as compared to interest income of approximately $20 during the three months ended June 30, 2024.

For the six months ended June 30, 2025, we had interest income of approximately $431, as compared to interest income of approximately $51 during the six months ended June 30, 2024.

OtherIncome. Other income in the consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations.

For the three-month period ended June 30, 2025, other non-operating income was $297, as compared to $0 during the three-month period ended June 30, 2024, primarily due to the gain on our equity method investment.

For the six-month period ended June 30, 2025, other non-operating income was $320, as compared to $40 during the six-month period ended June 30, 2024, primarily due to the gain on our equity method investment.

Provisionfor Income Taxes. For the three and six months ended June 30, 2025, and 2024, we recorded no income tax provision, resulting in an effective tax rate (ETR) of 0%.

The current quarter’s 0% effective tax rate primarily reflects:

(i)	The<br> continued application of a full valuation allowance on our federal, state,<br> and foreign deferred tax assets;
(ii)	The<br> absence of any discrete income-generating events or significant attribute utilization;
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(iii)	The<br> impact of non-deductible permanent items, including meals & entertainment, officer compensation<br> subject to §162(m), and penalties;
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(iv)	No<br> recognition of return-to-provision (RTP) or foreign tax credit (FTC) benefits during the<br> period;
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(v)	The<br> absence of any tax rate changes or deferred remeasurement activity.
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Due to continued volatility in operating results and the non-reliability of full-year forecasted income, management determined that it was not practicable to compute a reliable annual effective tax rate. As such, we applied the discrete method under ASC 740-270-30-18 to determine the tax provision for the quarter.

We expect to continue applying the discrete method until a reliable forecast of annual taxable income can be established.

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NetLoss per Share from Continuing Operations

We generated a net loss from continuing operations of $1,228 and $3,304, respectively, during the three and six months ended June 30, 2025, as compared to $1,715 and $3,370 respectively, during the three and six months ended June 30, 2024.

Our net loss from continuing operations per basic and diluted share during the three months ended June 30, 2025, was $0.11, compared to a net loss from continuing operations per basic and diluted share of $0.16 during the three months ended June 30, 2024.

Our net loss from continuing operations per basic and diluted share during the six months ended June 30, 2025, was $0.30, compared to a net loss from continuing operations per basic and diluted share of $0.32 during the six months ended June 30, 2024.

Income(loss) from Discontinued Operations

Loss from discontinued operations, net of tax was $100, during the three months ended June 30, 2025, as compared to $568 during the three months ended June 30, 2024.

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Income from discontinued operations, net of tax was $1,047, during the six months ended June 30, 2025, as compared to $52 during the six months ended June 30, 2024. The $1,047 of income recognized during the six months ended June 30, 2025, was primarily due to finalizing the net working capital adjustment with the buyer of the PCEP Sale.

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LIQUIDITY

AND CAPITAL RESOURCES

General. As of June 30, 2025, we had $17,999 of cash on hand generated primarily from the PCEP Sale. On October 29, 2024, we closed on the PCEP Sale for gross cash proceeds of $48,000 and $2,000 in equity. On January 7, 2025, we paid a one-time special cash dividend of an aggregate of $16,665. As of December 31, 2024, we recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net working capital adjustment. On April 16, 2025, we and the buyer from the PCEP Sale finalized the net working capital adjustment and as a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March 31, 2025. On April 16, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale.

The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, we are unable to predict the potential size and duration of the impact on our revenue and our results of operations, if any. The extent of the potential impact of these macroeconomic factors on our operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. We continue to monitor the effects of these macroeconomic factors and intend to take steps deemed appropriate to limit the impact on our business. During the three and six months ended June 30, 2025, we were able to operate substantially at capacity.

There can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could negatively affect our sales, marketing, and client service efforts, delay and lengthen our sales cycles, decrease our employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm our business and results of operations.

The cash flows related to the discontinued operations have not been segregated and are included in the unaudited condensed consolidated statements of cash flows.

CashUsed in Operating Activities. Cash used in our operating activities was $3,963 during the six months ended June 30, 2025, as compared to cash used in our operating activities of $1,379 during the six months ended June 30, 2024. The increase in cash used in operating activities is primarily due to working capital fluctuations and the payment of federal and state income taxes.

CashUsed in Investing Activities. Cash used in investing activities during the six months ended June 30, 2025, was $2,940, as compared to cash used in our investing activities of $614, during the six months ended June 30, 2024. The increase in cash used in investing activities is primarily due to the payment of the $2,200 consideration to the buyer of the PCEP Sale during the six months ended June 30, 2025. During the six-month periods ended June 30, 2025, and 2024, additions to our property and equipment were $740 and $614, respectively.

CashUsed in/ Provided by Financing Activities. Cash used in our financing activities was $16,720 during the six months ended June 30, 2025, as compared to cash provided by our financing activities of $4,923 during the six months ended June 30, 2024. The increase in cash used in financing activities is primarily due to the payment of a one-time special cash dividend.

WorkingCapital. As of June 30, 2025, we had working capital of $23,916, including $17,999 of cash on hand, compared to working capital of $26,679, including $41,622 of cash on hand as of December 31, 2024.

Assessmentof Liquidity. As of June 30, 2025, we had $17,999 of cash on hand generated primarily from the PCEP Sale. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units in August 2019, the completion of the PCEP Sale in October 2024 and the sale of common stock. Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions.

We expect to meet our cash needs with our working capital and cash flows from operating activities. We expect our cash requirements to be generally for operating activities, capital improvements and product development. We expect that product development and promotional activities related to our new initiatives will continue in the near future and we expect to continue to incur costs related to such activities. We expect that our cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated financial statements are issued.

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As of June 30, 2025, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CapitalExpenditures

Our additions to property and equipment were $740 during the six months ended June 30, 2025, as compared to $614 of additions to property and equipment during the six months ended June 30, 2024.

KnownTrends, Events, Uncertainties and Factors That May Affect Future Operations

We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including the cyclical nature of the electrical equipment industry and the markets for our products and services. Our operating results could also be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies, such as copper, steel and aluminum. We have various insurance policies, including cybersecurity, covering risks in amounts that we consider adequate. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing efficiency and through increases in prices where competitively feasible. Lastly, other economic conditions we cannot foresee may affect customer demand. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. We predominately sell to customers in the industrial production and commercial construction markets. Accordingly, changes in the condition of any of our customers may have a greater impact than if our sales were more evenly distributed between different end markets. For a further discussion of factors that may affect future operating results see the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K.

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ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Not applicable.

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ITEM

4. CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, and as a result of the material weakness described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of June 30, 2025. In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

MaterialWeakness in Internal Control over Financial Reporting

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A material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or unaudited condensed consolidated financial statements will not be prevented or detected on a timely basis.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. In our assessment of the effectiveness of internal control over financial reporting as of June 30, 2025, we determined that the Company’s internal control over financial reporting was not effective due to the lack of sufficient accounting personnel and, as a result, the Company is unable to maintain proper segregation of duties. The material weakness in our internal control over financial reporting was present as of December 31, 2024, and continued to exist as of June 30, 2025.

Management’sPlan to Remediate the Material Weakness

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The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting. Specifically, the Company:

●	has<br> engaged external third parties for assistance as needed;
●	has<br> contracted to implement a new ERP system allowing for systemic enforcement of segregation<br> of duties rules; and
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●	will<br> be enhancing, designing and implementing process-level and general information technology<br> controls relevant to the financial reporting process within the new ERP system.
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Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies.

The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. These steps will take time to be fully implemented and confirmed to be effective and sustainable. Additional controls may also be required over time. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. Until the remediation steps set forth above are fully implemented and tested, the material weakness described above will continue to exist.

Changesin Internal Control over Financial Reporting

Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II – OTHER INFORMATION

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ITEM

1. LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. As of the date hereof, we are not aware of or a party to any legal proceedings to which we or our subsidiary is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results.

We can give no assurance that any lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results.

We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

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ITEM

1A. RISK FACTORS

A description of the risks associated with our business, financial condition and results of operations is set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on April 14, 2025, and are supplemented with the following revised risk factor:

Asignificant portion of our revenues have historically been concentrated and derived from a few customers. Material or significant lossof business from customers could have an adverse effect on our business, financial condition and operating results.

We historically have depended, and expect to continue to depend on a small number of customers for a large portion of our business each quarter, due to the scope of certain contracts. Any change in the level of orders from customers could have a significant impact on our results of operations, and a loss of business from customers could have an adverse effect on our business, financial condition and operating results.

Approximately 31% and 19% of our revenues during the three months ended June 30, 2025, were made to two customers. Approximately 14% and 13% of our revenues during the three months ended June 30, 2024, were made to two customers.

Approximately 34% and 13% of our revenues during the six months ended June 30, 2025, were made to two customers. Approximately 14%, 12% and 10% of our revenues during the six months ended June 30, 2024, were made to three customers.

The majority of our sales to these customers and other customers in the past were made pursuant to contract terms and conditions for each project and it is expected that future sales will similarly be made pursuant to the relevant contract terms and conditions for future contracts.

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ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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ITEM

3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM

4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5. OTHER INFORMATION

None.

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ITEM

6. EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

INDEX TO EXHIBITS

Exhibit<br><br> <br>No.	Description
31.1*	Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification<br> of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification<br> of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*<br><br> <br>101.SCH*<br><br> <br>101.CAL*<br><br> <br>101.DEF*<br><br> <br>101.LAB*<br><br> <br>101.PRE*<br><br> <br>104*	Inline<br> XBRL Instance Document.<br><br> <br>Inline<br> XBRL Taxonomy Extension Schema Document.<br><br> <br>Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.<br><br> <br>Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.<br><br> <br>Inline<br> XBRL Taxonomy Extension Labels Linkbase Document.<br><br> <br>Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.<br><br> <br>Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith

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SIGNATURES

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PIONEER POWER SOLUTIONS, INC.
Date:<br> August 14, 2025	By:	/s/ Nathan J. Mazurek
		Name:<br> Nathan J. Mazurek
		Title:<br> Chief Executive Officer<br><br> <br>(Principal<br> Executive Officer duly authorized to sign on behalf of Registrant)
Date:<br> August 14, 2025	/s/ Walter Michalec
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	Name:<br> Walter Michalec
	Title:<br> Chief Financial Officer<br><br> <br>(Principal<br> Financial Officer duly authorized to sign on behalf of Registrant)

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EXHIBIT31.1

CERTIFICATION

I, Nathan J. Mazurek, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
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b.	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
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a.	all significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and;
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b.	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: August<br> 14, 2025	/s/ Nathan J. Mazurek
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	Nathan<br> J. Mazurek
	President,<br> Chief Executive Officer and<br><br> <br>Chairman<br> of the Board of Directors (Principal Executive Officer duly authorized to sign on behalf of Registrant)

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EXHIBIT31.2

CERTIFICATION

I, Walter Michalec, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
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b.	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
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a.	all significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and;
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b.	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: August<br> 14, 2025	/s/ Walter Michalec
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	Walter<br> Michalec
	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial Officer duly authorized to sign on behalf of Registrant)

EXHIBIT32.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the fiscal quarter ended June 30, 2025, of Pioneer Power Solutions, Inc. (the “Company”). I, Nathan J. Mazurek, the Chief Executive Officer of the Company, certify that, based on my knowledge:

(1)	The Form 10-Q<br> fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained<br> in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of<br> and for the periods covered in this report.
Date: August<br> 14, 2025	By:	/s/ Nathan J. Mazurek
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	Name:	Nathan J. Mazurek
	Title:	Chief Executive Officer

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EXHIBIT32.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the fiscal quarter ended June 30, 2025, of Pioneer Power Solutions, Inc. (the “Company”). I, Walter Michalec, the Chief Financial Officer of the Company, certify that, based on my knowledge:

(1)	The Form 10-Q<br> fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained<br> in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of<br> and for the periods covered in this report.
Date: August<br> 14, 2025	By:	/s/ Walter Michalec
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	Name:	Walter Michalec
	Title:	Chief Financial Officer

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.