8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 27, 2009

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-19771	22-2786081
(State or Other Jurisdiction	(Commission file Number)	(IRS Employer
of Incorporation)		Identification No.)

4 West Rockland, Montchanin, Delaware	19710
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 656-1707

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On October 26, 2009, the Registrant exercised its right to call all outstanding and unexercised warrants to purchase the Registrant’s common stock that were issued to investors in a private placement of shares and warrants in June 2006. Under the terms of the warrants, any warrants that remain outstanding and unexercised as of 6:30 p.m. New York Time on November 24, 2009, the call date, shall be automatically cancelled and no longer exercisable.

The Registrant has sent a written call notice to holders of the outstanding warrants. Until the call date and time, each outstanding warrant will continue to be exercisable for one share of common stock at an exercise price of $2.78 per share. The resale of the shares issuable upon exercise of the warrants is covered by an effective registration statement filed with the Securities and Exchange Commission.

The amount of the cash proceeds that the Registrant will receive will depend upon the number of warrants exercised.  If all of the 184,262 presently outstanding called warrants are exercised, the Registrant will receive proceeds of approximately $0.5 million.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits

Exhibit No.	Description
99.1	Warrant Call Notice dated October 26, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 27th day of October 2009.

ACORN ENERGY, INC.
By:	/s/ Joe B. Cogdell, Jr.
Name:  Joe B. Cogdell, Jr.
Title:    Vice President, Secretary and General Counsel

EX-99.1

NOTICE OF CALL FOR EXERCISE OR CANCELLATION

To The Holders of

ACORN ENERGY, INC.

(formerly Data Systems & Software Inc.)

Warrants Exercisable at $2.78 per share

Call Date: November 24, 2009

Dear Warrant Holder:

Pursuant to Section 2(d) of the above-referenced warrants (the “Warrants”), notice is hereby given that we have irrevocably elected to call for cancellation on November 24, 2009 (the "Call Date") all of the then outstanding Warrants that remain unexercised.  All conditions to and requirements for the Company’s right to call the Warrants at this time have been satisfied.

Under the terms of the Warrants, at any time prior to 6:30 p.m. New York time on the Call Date, each Warrant holder may exercise such holder’s Warrants for shares of our company’s common stock at a price of $2.78 per share, which is substantially below the most recent closing price of $7.10 per share on October 23, 2009.  The shares issuable upon exercise of the Warrants are freely tradable by the holder pursuant to an effective resale registration statement filed with the Securities and Commission (File No. 333-138109) so long as the registration statement remains effective and the prospectus contained therein remains current.

ANY WARRANTS NOT PROPERLY EXERCISED ON OR BEFORE THE CALL DATE WILL BE AUTOMATICALLY CANCELLED AND NO LONGER EXERCISABLE AFTER THAT DATE.  ACCORDINGLY, PROMPT ACTION IS REQUIRED BY YOU TO PRESERVE ANY ECONOMIC BENEFIT ASSOCIATED WITH YOUR WARRANTS.

Should you desire to exercise your Warrants, we have enclosed with this Notice a form of Letter of Transmittal and Form of Exercise Notice which you should complete and return together with payment of the exercise price on or prior to 6:30 p.m. New York time on the Call Date.  Without a properly completed Letter of Transmittal and Exercise Notice, as well as full payment of the exercise price, we will not be able to honor any requested Warrant exercises.  We have enclosed a self-addressed envelope for the return of your original Letter of Transmittal, Exercise Notice and exercise price payment (for those electing to pay the exercise price by check rather than wire transfer). We strongly recommend that you return these documents to us via overnight courier or registered mail, return receipt requested, and suggest that you also send a copy of the Letter of Transmittal and Exercise Notice by fax at (212) 986-2399 or by email to sk@ezlaw.com. If you have any questions regarding this Notice or procedures for exercise of your warrants, please call Sheldon Krause at (212) 986-9700, extension 307.

This Notice is not intended as a solicitation or as advice to exercise or take any other action with respect to your Warrants or underlying shares.

ACORN ENERGY, INC.

John Moore

President and Chief Executive Officer

Dated:  October 26, 2009