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) June 28, 2019

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-33886	22-2786081
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	file Number)	Identification No.)

1000 N West St., Suite 1200, Wilmington, Delaware	19801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (410) 654-3315

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

[  ]	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Item 3.02 Unregistered Sales of Equity Securities.

On June 28, 2019, following and in connection with the closing of its previously-disclosed Rights Offering on June 24, 2019, the Registrant completed the sale of 6,242,394 shares of its Common Stock, par value $0.01 per share, pursuant to the terms of the Rights Offering Backstop Agreement, at a price of $0.24 per share (which was equivalent to the per-share subscription price in the Rights Offering). In consummating such sale of unregistered securities, the Registrant relied on the exemption from registration provided under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, based upon the number and nature of the purchasers.

Item 8.01 Other Events.

On July 1, 2019, the Registrant issued the press release attached as Exhibit 99.1 hereto announcing the completion of its previously-announced Rights Offering and the repurchase of a 19% interest in its OmniMetrix, LLC subsidiary.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Acorn Energy, Inc., dated July 1, 2019

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 1st day of July, 2019.

ACORN ENERGY, INC.
By:	/s/ Tracy S. Clifford
Name:	Tracy S. Clifford
Title:	Chief Financial Officer

EX-99.1

Acorn Completes $2.4M Rights Offering and Repurchases

19% Stake in its OmniMetrix™ Remote Monitoring

and Control Subsidiary, Raising its Ownership to 99%

Wilmington, DE – July 1, 2019 – Acorn Energy, Inc. (OTCQB: ACFN), a provider of remote monitoring and control systems and services for generators, pipelines, air compressors and other industrial equipment, today announced that it has successfully completed its Rights Offering, raising $2.4 million in gross proceeds. Acorn also announced that it has utilized a portion of the rights offering proceeds to complete the planned reacquisition of a 19% interest in its OmniMetrix, LLC subsidiary for $1.273 million. The purchase price was based on terms established in November 2015 at the time of the original investment. The purchase raises Acorn’s OmniMetrix ownership from 80% to 99%, with the remaining 1% owned by OmniMetrix’s CEO.

The balance of the rights offering net proceeds are intended to provide OmniMetrix with additional sales and marketing resources to facilitate expansion into additional geographic markets and new product applications, to support next-generation product development and for general working capital purposes.

Pursuant to the Rights Offering, Acorn securityholders and parties to a Backstop Agreement purchased 9,975,553 shares of Acorn common stock for $0.24 per share.

Acorn CEO, Jan Loeb, commented, “The successful completion of the Rights Offering has enabled Acorn to increase our ownership of OmniMetrix to 99% on attractive terms for our shareholders and in partnership with OmniMetrix’ CEO, Walter Czarnecki, who owns the remaining 1%.

“We are also now well-funded to drive growth in the business through focused investments in additional sales and marketing resources to expand our business development reach, with a particular focus on the substantial opportunities to expand our reach into the standby-generator market. We are also positioned to support R&D investments in new product applications and the development of next-generation monitoring and control products to further enhance our long-term potential.”

About Acorn (www.acornenergy.com) and OmniMetrix™ (www.omnimetrix.net)

Acorn Energy, Inc. owns a 99% equity stake in OmniMetrix, a pioneer and leader in machine-to-machine (M2M) and Internet of Things (IoT) wireless remote monitoring and control for gas pipelines and stand-by generators used in cell towers, medical facilities, data centers, public transportation systems and for other critical equipment, including at federal, state and municipal government facilities. OmniMetrix offers proven, cost-effective solutions for making critical systems more reliable with thousands of monitored assets and thousands of customers, including 24 in the Fortune 500 or Fortune Global 500.

Safe Harbor Statement

This press release includes forward-looking statements, which are subject to risks and uncertainties. A complete discussion of the risks and uncertainties that may affect Acorn Energy’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

Follow Us

Twitter: @Acorn_IR and @OmniMetrix

Investor Relations Contacts

Catalyst IR

William Jones, 267-987-2082

David Collins, 212-924-9800

acfn@catalyst-ir.com