What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-06 · 45 added, 66 removed, 243 unchanged (31% of the section changed)

22 unchanged sentences

If we fail to attract or retain highly qualified technical and managerial personnel in the future, our business could be disrupted.

is a limited trading market for our common stock and the price of our common stock may be volatile.

common stock is traded on the OTCQB marketplace under the symbol “ACFN.” The OTCQB is a regulated quotation service that

displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities and provides significantly less

liquidity than a listing on the NASDAQ Stock Market or other national securities exchanges.

The OTCQB securities are traded by a community

of market makers that enter quotes and trade reports.

This market is limited in comparison to the national stock exchanges, and any prices

quoted may not be a reliable indication of the value of our common stock.

on the OTCQB marketplace as opposed to a national securities exchange has resulted, and may continue to result, in a reduction in some

or all of the following, each of which could have a material adverse effect on the price of our common stock and our company:

liquidity of our common stock;

market price of shares of our common stock;

ability to obtain financing for the continuation of our operations;

number of institutional and other investors that will consider investing in shares of our common stock;

number of market markers in shares of our common stock;

number of broker-dealers willing to execute trades in shares of our common stock.

addition, the market price of our common stock could be subject to wide fluctuations in response to:

variations in our revenues and operating expenses;

announcements

of new products or services by us;

in interest rates;

sales of our common stock;

operating and stock price performance of other companies that investors may deem comparable to us;

reports relating to trends in our markets or general economic conditions.

“Risks Related to Our Securities” below.

with changing regulations of corporate governance, public disclosure and financial accounting standards may result in additional expenses

7 unchanged sentences

affect our business, financial condition, future results and cash flow.

of our business plan includes the acquisition of new companies either as new platform companies or complimentary companies.

to effectively integrate any future acquisitions into our controls, systems and procedures could materially adversely affect our business,

results of operations, financial condition and cash flow.

of our business plan includes the possibility of acquiring new companies either as new platform companies or complimentary companies.

Any failure to effectively integrate any future acquisitions into our controls, systems and procedures could materially adversely affect

our business, results of operations, financial condition and cash flow.

significant acquisition could require substantial use of our capital and may require significant debt or equity financing.

18 unchanged sentences

investors may lose confidence in our reported financial information.

404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of

the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting

404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting

as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting

in each Annual Report on Form 10-K.

47 unchanged sentences

or may be independently developed by competitors.

can be difficult or expensive to obtain the insurance we need for our business operations.

part of our business operations, we maintain insurance as a corporate risk management strategy.

Insurance products are impacted by market

fluctuations and can become expensive and sometimes very difficult to obtain.

There can be no assurance that we can secure all necessary

or appropriate insurance at affordable prices for the required limits.

Our failure to obtain such insurance could lead to uninsured losses

that could have a material adverse effect on our results of operations or financial condition or cause us to be out of compliance with

our contractual obligations.

may in the future be involved in product liability and product warranty claims relating to the products we manufacture and distribute

that, if adversely determined, could adversely affect our financial condition, results of operations, and cash flows.

Product liability

claims can be expensive to defend and can divert the attention of management and other personnel for significant periods, regardless

of the ultimate outcome.

Claims of this nature could also have a negative impact on customer confidence in our products and our company.

financial instruments could subject us to concentrations of credit risk.

2 unchanged sentences

bank and amounted to $4,454,000 at December 31, 2025.

We had one customer, the party to

the Material Contract, as defined below under Other Matters in Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations, which represented 61% of the accounts receivable at December 31, 2024 of which 53%

was collected as of March 4, 2025 .

Typically, credit risk with respect to

the balance of trade receivables is generally diversified due to the number of entities comprising our customer base.

However, at December

31, 2024, the balance of accounts receivable under the Material Contract was the majority of the outstanding balance of accounts receivable.

Although we do not believe there is a significant risk of non-performance by this customer, any failures or defaults on their part could

negatively impact the value of our financial instruments and could have a material adverse effect on our business, operations or financial

We had one customer, the party

to the Material Contract, as defined below under Other Matters in Item 7.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations, which represented approximately 42% of the accounts receivable at December 31, 2025.

As of March 3, 2026, 58% of this balance had been collected, with the remainder not yet due.

credit risk with respect to the balance of trade receivables is generally diversified due to the number of entities comprising our

customer base.

However, at December 31, 2025, the balance of accounts receivable under the Material Contract represented more than

40% of the total outstanding balance of accounts receivable.

Although we do not believe there is a significant risk of

non-performance by this customer, any failures or defaults on their part could negatively impact the value of our financial

instruments and could have a material adverse effect on our business, operations or financial condition.

International

trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations

and prospects.

operate in a global economy, and our business depends on a global supply chain for the manufacturing of our products.

There is inherent

risk, based on the complex relationships among the U.S.

and the countries in which we conduct our business, that political, diplomatic,

and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely

affect our business and operations.

The current international trade and regulatory environment is subject to significant ongoing uncertainty.

source certain components and specialized equipment from international suppliers, with reliance on foreign manufacturers, including from

China, Taiwan and Mexico.

While we have not experienced a material impact to date from tariffs, any changes in tariff policies, particularly

those affecting the locations of our suppliers and/or electronics and related materials, could materially increase our costs and reduce

our profitability.

Recent and potential future changes in international trade policies, including U.S.-China trade relations and electronics-specific

tariffs, could present material risks to our operations and financial performance.

are dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity breaches and data

6 unchanged sentences

The ever-increasing use and evolution of technology,

including cloud-based computing, creates opportunities for the unintentional dissemination or intentional destruction or modification

including cloud-based computing and AI, creates opportunities for the unintentional dissemination or intentional destruction or modification

of confidential information stored in our, or our third-party providers’ systems, portable media or storage devices.

5 unchanged sentences

While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any losses

Moreover, as cyber-attacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts

and on terms we view as appropriate for our operations.

There can be no assurance that our continuing efforts will prevent breakdowns

or breaches of our and/or our third-party providers’ databases or systems that could adversely affect our business.

Moreover, as cyber-attacks increase in frequency and magnitude, including by actors using AI, we may be unable to obtain cybersecurity

insurance in amounts and on terms we view as appropriate for our operations.

There can be no assurance that our continuing efforts will

prevent breakdowns or breaches of our and/or our third-party providers’ databases or systems that could adversely affect our business.

Related to OmniMetrix

19 unchanged sentences

the present time we are facing significant competition from certain generator manufacturers who offer their own monitoring solutions.

The leveraging of any of such advantages by our current and/or potential competitors could hinder OmniMetrix’s ability to compete

may not be able to access sufficient capital to support growth.

91 unchanged sentences

of March 3, 2026, 2,506,501 shares of our common stock were issued and outstanding.

As of that date, we had 68,089 options

outstanding and exercisable with a weighted average exercise price of $6.80 per share, which if exercised would result in the

issuance of additional shares of our common stock.

In addition to the options noted above, at March 4, 2025, there were 8,960

options outstanding that have not yet vested and are not yet exercisable.

As of that date, we had 66,758 options outstanding

and exercisable with a weighted average exercise price of $9.06 per share, which if exercised would result in the issuance of additional

shares of our common stock.

In addition to the options noted above, at March 3, 2026, there were 57,178 options outstanding that have

not yet vested and are not yet exercisable.

Substantially

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors