What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-08 compared with 2025-04-15 · 684 added, 729 removed, 620 unchanged (70% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial Statements for the Years Ended December 31, 2024, and 2023

Consolidated Financial

Statements for the Years Ended December 31, 2025, and 2024

Report of Independent Registered Public Accounting Firm ( BDO USA, P.C .;

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PCAOB ID# 243 )

Report of Independent Registered Public Accounting Firm (Marcum

Saddle Brooke, NJ;

PCAOB ID# 688 )

Statements of Operations

Balance Sheets

Statements of Cash Flows

Statements of Changes in Stockholders’ Equity

to the Consolidated Financial Statements

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders’ Equity

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc.

have audited the accompanying consolidated balance sheets of Pioneer Power Solutions, Inc.

(the “Company”) as of December

31, 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results

of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years

then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,

2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we

are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

or disclosures to which it relates.

described in Note 2 and Note 3 to the consolidated financial statements, the Company’s principal products and services include

electric power systems and equipment, distributed energy resources, power generation equipment and mobile electric vehicle charging solutions.

The Company satisfies its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is

when the customer has obtained control of the good or service.

identified the timing of revenue recognition related to the Company’s products and services as a critical audit matter.

the timing of those revenue transactions was especially challenging due to the significant audit effort involved in performing the procedures,

given the significance of revenue, and the volume and magnitude of sales transactions.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the Audit Committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as

a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters

or on the accounts or disclosures to which they relate.

Transactions – Products and Services

described in Notes 2 and 3 to the consolidated financial statements, the Company’s principal source of revenue from contracts with

customers is derived from sales of products and fees for services.

The Company satisfies performance obligations either over time or

at a point in time.

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product

or service to a customer.

Total revenues from products and services for the year ended December 31, 2025 were approximately $23.4 million.

identified the auditing of the accuracy and existence of revenue transactions as a critical audit matter.

Auditing the accuracy and existence

of revenue transactions was especially challenging due to the significant audit effort involved in performing procedures, given the significance

of net sales and the large volume of transactions.

primary procedures we performed to address this critical audit matter included:

a sample of contracts and evaluating the key terms included in those contracts.

the timing when the Company satisfied its performance obligations for a sample of sales transactions

by agreeing invoices to shipping documents, service reports or confirming with customers,

where applicable.

BDO USA, P.C.

have served as the Company’s auditor since 2024.

York, New York

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Pioneer Power Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of Pioneer Power Solutions, Inc.

(the “Company”) as of December 31, 2023, the related consolidated statements of operations,

changes in stockholders’ equity and cash flows for the year ended December 31, 2023 and the related notes ( collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and

its cash flows the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of consolidated the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We served as the Company’s auditor from 2022

to November 2024

Saddle Brook, NJ

July 26, 2024, except for Discontinued Operations in Note 11 and Business

Segment, Geographic and Customer Information in Note 13, as to which date is April 14, 2025

the accuracy and existence of revenue transactions, on a sample basis, by agreeing invoices

to shipping documents, inspecting and verifying service reports, examining cash receipts

and/or confirming with customers, where applicable.

described in Notes 2 and 3 to the consolidated financial statements, 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.

Total revenues from sales-type leases for the year ended December 31, 2025 were approximately $2.9 million.

The net investment in sales-type

leases consisted of lease receivables of $2.8 million as of December 31, 2025.

identified estimating the fair value of the underlying assets at lease commencement as a critical audit matter.

The principal consideration

for our determination was management’s judgments and subjectivity required in assessing the fair value.

Auditing these assumptions

and judgments involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to

address these matters, including the involvement of professionals with specialized skills or knowledge.

primary procedures we performed to address this critical audit matter included:

the executed agreements related to the sales-type leases, and relevant terms and details.

professionals with specialized skills and knowledge in valuation to assist in evaluating

the reasonableness of the fair value of the underlying assets at lease commencement.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2024.

New York, New York

April 8, 2026

POWER SOLUTIONS, INC.

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thousands, except for share and per share amounts)

For the Years

For the Year Ended

Cost of goods sold

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Selling, general and administrative

and development

operating expenses

Research and development

Total operating expenses

Operating loss from continuing operations

Interest income, net

Other (expense) income, net

Loss before income taxes

Income tax expense (benefit)

Net loss from continuing operations

from discontinued operations, net of income taxes

Net income (loss)

Income from discontinued operations, net of income taxes

Net (loss) income

Basic (loss) earnings per share:

Loss from continuing operations

from discontinued operations

Basic earnings (loss) per share

Earnings from discontinued operations

Basic (loss) earnings per share

Diluted (loss) earnings per share:

Loss from continuing operations

from discontinued operations

Diluted earnings (loss) per share

Earnings from discontinued operations

Diluted (loss) income per share

Weighted average common shares outstanding:

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Current assets

Accounts receivable, net

of allowance for credit losses of $ 13 and $ 0 as of December 31, 2024 and 2023, respectively

Prepaid expenses and other

current assets

assets held for sale

Accounts receivable, net of allowance for credit losses of $ 23 and $ 13 as of December 31, 2025, and 2024, respectively

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Financing lease right-of-use assets

Deferred financing costs

Noncurrent assets held

LIABILITIES AND STOCKHOLDERS’

Operating lease right-of-use assets, net

Financing lease right-of-use assets, net

Lease receivable

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued

Current portion of operating

lease liabilities

Current portion of financing

lease liabilities

Accounts payable and accrued liabilities

Current portion of operating lease liabilities, net

Current portion of financing lease liabilities, net

Deferred revenue

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Dividend payable

liabilities held for sale

Total current liabilities

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Operating lease liabilities, non-current portion, net

Financing lease liabilities, non-current portion, net

Other long-term liabilities

Commitments and contingencies (Note 7)

Total liabilities

Stockholders’ equity

Preferred stock, $ 0.001

par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par

value, 30,000,000 shares authorized;

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par value, 30,000,000 shares authorized;

11,095,266 and 11,120,266 shares issued and outstanding on December 31, 2025, and 2024, respectively

Additional paid-in capital

stockholders’ equity

Total liabilities and

stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

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Statements of Cash Flows

For the Years

For the Year Ended

Operating activities

Adjustments to reconcile

net income (loss) to net cash used in operating activities:

Amortization of right-of-use

financing leases

Amortization of right-of-use

operating leases

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Amortization of right-of-use financing leases

Non cash lease expense

Change in allowance for credit losses

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Gain on sale of PCEP business

Loss on disposal of fixed assets

Changes in current operating

assets and liabilities:

Accounts receivable

Prepaid expenses and other

Loss attributable to equity method investee

Write-off of costs related to contract settlement

Loss on disposal of property and equipment

Selling profit on sales-type leases

Gain on change in consideration due to buyer

Changes in current operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other assets

Assets held for sale

Liabilities held for sale

Accounts payable, accrued

liabilities and other liabilities

Accounts payable, accrued liabilities and other liabilities

Deferred revenue

lease liabilities

cash used in operating activities

Operating lease liabilities

Net cash used in operating activities

Investing activities

Purchase of property and

from sale of PCEP business, net of transaction costs

cash provided by/(used in) investing activities

Purchase of property and equipment

Proceeds from sale of PCEP business, net of transaction costs

Payment of consideration payable

Dividend received from equity method investee

Net cash (used in)/ provided by investing activities

Financing activities

Net proceeds from the exercise

of options for common stock

Net proceeds from issuance

of common stock

Payment of deferred financing

repayments of financing leases

cash provided by/ (used in) financing activities

Increase (decrease) in

beginning of year

Net proceeds from the exercise of options for common stock

Net proceeds from issuance of common stock

Payment of cash dividend

Principal repayments of financing leases

Payments for tax withholding related to vesting of restricted stock units

Net cash (used in)/ provided by financing activities

(Decrease) increase in cash

Cash, beginning of year

Cash, end of year

Supplemental cash flow information:

Interest paid

Income taxes paid, net

Non-cash investing and financing

Surrender and retirement

of common stock

Acquisition of right-of-use

assets and lease liabilities

Property and equipment obtained in exchange for accounts payable

Income taxes paid, net of refunds

Non-cash investing and financing activities:

Surrender and retirement of common stock

Transfer from property and equipment to inventory

Sales-type lease origination

Derecognition of assets in exchange for net investment in sales-type lease

Property and equipment obtained in exchange for accounts payable and accrued liabilities

Finance lease ROU assets obtained in exchange for finance lease liabilities

Operating lease ROU assets obtained in exchange for operating lease liabilities

Cash dividend declared

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thousands, except for share amounts)

comprehensive

stockholders’

Balance - January 1, 2023 (As

Balance - January 1, 2024

Stock-based compensation

Surrender and retirement

of common stock

Exercise of stock options

Issuance of common stock,

net of transaction costs

Issuance of common stock, net of transaction costs

Surrender and retirement of common stock

Cash dividend declared

Balance - December 31, 2024

Balance - January 1, 2025

Net (loss) income

Net income (loss)

Stock-based compensation

Exercise of stock options

Issuance of common stock,

net of transaction costs

Surrender and retirement

of common stock

dividend declared

Surrender and retirement of common stock

Balance - December 31, 2025

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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.

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 operations, 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, and sales and administration.

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.

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 businesses, school bus fleet

operations, 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, and

sales and administration.

determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting

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and transactions have been eliminated in consolidation.

accompanying 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 consolidated financial

statements, as of December 31, 2024, the Company had $ 41,622 of

cash on hand and working capital of $ 26,679 .

The cash on hand was generated primarily from the sale of the Company’s former wholly owned subsidiary, Pioneer Custom

Electrical Products Corp.

(“PCEP”) and the sale of common stock under the ATM Program (as defined below).

On October 29,

2024, the Company closed on the sale of PCEP for gross cash proceeds of $ 48,000 .

On October 20, 2020, we entered into an At the Market Sale Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”),

pursuant to which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or

principal (the “ATM Program”).

During the year ended December 31, 2024, the Company sold an aggregate of 919,557 shares

of common stock for an aggregate consideration of approximately $ 5,147 ,

before any sales agent fees and expenses payable by the Company under the ATM Program.

As of December 31, 2024, $ 69,853 of

common stock remained available for issuance under the ATM Program.

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 under the ATM program.

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 consolidated financial statements are issued.

and Uncertainties

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

such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, 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

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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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

preparation of consolidated financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

The consolidated

financial statements include estimates based on currently available information and management’s judgment as to the outcome of

future conditions and circumstances.

Significant estimates in these consolidated financial statements include, but are not limited

to, measurement of revenue for contracts accounted for over time, allowance for expected credit losses, inventory valuation, useful

lives and impairment of long-lived assets, equity-method investment, consideration to buyer, stock-based compensation and the

valuation allowance related to the Company’s deferred tax assets.

Changes in the status of certain facts or circumstances

could result in material changes to the estimates used in the preparation of the consolidated financial statements and actual

results could differ from the estimates and assumptions.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting periods.

The consolidated financial statements

include estimates based on currently available information and management’s judgment as to the outcome of future conditions and

circumstances.

Significant estimates in these consolidated financial statements include, but are not limited to, measurement of revenue

for contracts accounted for over time, revenue recognition of and the net investment in sales-type leases, allowance for expected credit

losses, inventory valuation, useful lives and impairment of long-lived assets, equity-method investment, consideration to buyer, stock-based

compensation and the valuation allowance related to the Company’s deferred tax assets.

Changes in the status of certain facts or

circumstances could result in material changes to the estimates used in the preparation of the consolidated financial statements and

actual results could differ from the estimates and assumptions.

Recognition from Contracts with Customers

is recognized when (1) a contract with a customer exists, (2) performance obligations promised in a contract are identified based on

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obtained control of the good or service.

Company’s principal source of revenue is derived from sales of products and fees for services.

The Company measures revenue based

upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer

arrangement are satisfied.

Changes in deferred revenue are generally as a result of the Company’s normal operating cycle and the

effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified at each

reporting period.

Company’s principal source of revenue from contracts with customers is derived from sales of products and fees for

The Company measures revenue based upon the consideration specified in the customer arrangement, and revenue is recognized

when the performance obligations in the customer arrangement are satisfied.

Changes in deferred revenue are generally as a result of

the Company’s normal operating cycle and the effect of cumulative catch-up adjustments arising from a change in the measure of

progress or a contract modification identified at each reporting period.

performance obligation is a promise in a contract to transfer a distinct product or service to the customer.

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To achieve this core principle, the Company applies the following five steps:

the contract with a customer

Identify the contract with a customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

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to the customer.

the performance obligations in the contract

Identify the performance obligations in the contract

obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are

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for as a combined performance obligation.

the transaction price

Determine the transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products

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The customer payments are generally due in 30 days.

the transaction price to performance obligations in the contract

Allocate the transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

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related to the performance obligations.

revenue when or as the Company satisfies a performance obligation

Recognize revenue when or as the Company satisfies a performance obligation

Company satisfies performance obligations either over time or at a point in time.

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obligation is satisfied by transferring a promised product or service to a customer.

Company satisfies its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is when

the customer has obtained control of the good or service.

and handling costs incurred after control of a product has transferred to the customer are treated as fulfillment costs and, therefore,

are not accounted for as separate performance obligations.

Certain sales of highly customized electrical equipment under the Company’s Electrical Infrastructure segment (included in discontinued operations;

see Note 11 – Discontinued Operations for details) were recognized

over time when such equipment had no alternative use and the Company had an enforceable right to payment for performance completed to

The Company’s measure of progress for such contracts was evaluated under the input method based on direct labor hours incurred

relative to the estimated total direct labor hours required in order to complete the project.

Any anticipated losses on contracts were

fully recognized in the period in which the losses become evident.

Service revenues include maintenance contracts that are recognized

over time based on the contract term and repair services that are recognized as services are delivered.

sales of highly customized electrical equipment under the Company’s Electrical Infrastructure segment (included in discontinued

see Note 11 – Discontinued Operations for details) were recognized over time when such equipment had no alternative

use and the Company had an enforceable right to payment for performance completed to date.

The Company’s measure of progress for

such contracts was evaluated under the input method based on direct labor hours incurred relative to the estimated total direct labor

hours required in order to complete the project.

Any anticipated losses on contracts were fully recognized in the period in which the

losses become evident.

Service revenues include maintenance contracts that are recognized over time based on the contract term and repair

services that are recognized as services are delivered.

Estimates (discontinued operations)

Revenue from over time contracts for the Company’s

Electrical Infrastructure segment (included in discontinued operations;

see Note 11 – Discontinued Operations for details) was recognized

proportionally over the term of the contract using 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, which the Company considered the best available indicator

of the pattern and timing in which contract performance obligations were fulfilled and control transferred to the customer.

This percentage

was multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period.

There were situations where the number of hours to

complete projects may have exceeded the original estimate as a result of an increase in project scope or unforeseen events.

impact on income was recognized using the cumulative catch-up method in an accounting period.

from over time contracts for the Company’s Electrical Infrastructure segment (included in discontinued operations;

– Discontinued Operations for details) was recognized proportionally over the term of the contract using 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,

which the Company considered the best available indicator of the pattern and timing in which contract performance obligations were fulfilled

and control transferred to the customer.

This percentage was multiplied by the contracted dollar amount of the project to determine the

amount of revenue to recognize in an accounting period.

were situations where the number of hours to complete projects may have exceeded the original estimate as a result of an increase in

project scope or unforeseen events.

The related impact on income was recognized using the cumulative catch-up method in an accounting

of revenue on a contract requires estimates of the total labor hours at completion and the measurement of progress towards completion.

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progress and performance on its ongoing contracts at least quarterly.

and Hold Arrangements

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.

of Goods Sold

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct

supplies and tools, depreciation and amortization, purchasing and receiving costs, inspection costs, internal transfer costs,

warehousing costs and utilities related to production facilities and, where appropriate, an allocation of overhead.

Cost of goods

sold also includes indirect labor and infrastructure cost related to the provision of field services.

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies

and tools, depreciation and amortization, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs

and utilities related to production facilities and, where appropriate, an allocation of overhead.

Cost of goods sold also includes indirect

labor and infrastructure cost related to the provision of field services.

Value of Financial Instruments

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of the assets or liabilities.

The Company’s financial instruments consist

primarily of cash, accounts receivable, accounts payable and accrued liabilities.

The carrying values of these financial instruments approximate their respective fair values due to the relatively short period

of time between their origination and their expected realization or payment.

The Company’s financial instruments consist primarily of cash, accounts receivable, the net investment in sales-type leases, accounts

payable and accrued liabilities.

The carrying values of cash, accounts receivable, accounts payable and accrued liabilities approximate

their respective fair values due to the relatively short period of time between their origination and their expected realization or payment.

Non-Recurring

Fair Value Measurements

financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments

in certain circumstances, such as when there is evidence of impairment.

Company’s net investment in sales-type leases is initially recorded at the estimated fair value of the underlying assets as of

the respective lease commencement dates.

Fair value is estimated using a cost-plus-margin approach, corroborated by the contractual pricing established in

negotiations with the lessee.

After initial recognition, the net

investment is subsequently measured at amortized cost using the effective interest method.

The fair value measurement at commencement

is classified within Level 3 of the fair value hierarchy, as the inputs to the valuation are unobservable, including:

cost of the underlying assets of the Company;

margin applied to estimated cost to arrive at fair value;

contractual pricing established in negotiations with the lessee used to corroborate the fair value estimate.

As of December 31, 2025, the Company’s sales-type lease portfolio consisted of nine units leased to a single

lessee under two agreements with original terms of ten years.

Five units commenced during the second quarter of 2025, with an aggregate

fair value at the measurement date of approximately $ 1,410 .

Four units commenced during the fourth quarter of 2025, with an aggregate

fair value at the measurement date of approximately $ 1,460 .

The rates implicit in the leases range from approximately 2.2 % to 5.9 % per

As of December 31, 2025, the aggregate carrying amount of the net investment in sales-type leases was $ 2,843 , of which $ 268 was

attributable to sales-type lease arrangements in accounts receivable and $ 2,576 was included in lease receivable on the consolidated balance

There is no active secondary market for these instruments.

Company estimates that the carrying value of the net investment in sales-type leases approximates fair value as of December 31, 2025,

as all leases were originated during the year ended December 31, 2025, and limited time has elapsed between the respective commencement

dates and the reporting date, during which period there have been no significant changes in the credit profile of the lessee or in prevailing

market conditions that would cause a material divergence between the carrying amount and fair value.

Note 3 – Revenues for the components of the net investment in sales-type leases and the maturity analysis of lease receivables.

Concentrations

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or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

of December 31, 2024, one customer represented approximately 72 % of the Company’s accounts receivable.

of December 31, 2025, one customer represented approximately 25 % of the Company’s total accounts receivable.

As of December 31,

two customers represented approximately 22 % and 12 % of the Company’s accounts receivable.

2024, one customer represented approximately 72 % of the Company’s total accounts receivable.

the year ended December 31, 2025, two customers represented approximately 24 % and 13 % of the Company’s revenue.

For the year ended

December 31, 2023, one customer represented approximately 14 % of the Company’s revenue.

of December 31, 2024, one of the Company’s suppliers represented approximately 25 % of the Company’s accounts payable.

of December 31, 2023, one of the Company’s suppliers represented approximately 14 % of the Company’s accounts payable.

Cash and Cash Equivalents

December 31, 2024, two customers represented approximately 22 % and 13 % of the Company’s revenue.

of December 31, 2025, one customer represented 100 % of the Company’s lease receivable balance.

of December 31, 2025, one of the Company’s vendors represented approximately 10 % of the Company’s accounts payable.

December 31, 2024, one of the Company’s vendors represented approximately 25 % of the Company’s accounts payable.

and Cash Equivalents

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in

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As of December 31, 2025, and 2024, the Company did not have any cash equivalents.

has cash on deposits in several financial institutions which may be in excess of Federal Deposit Insurance Corporation (“FDIC”)

has cash on deposits in one financial institution which may be in excess of Federal Deposit Insurance Corporation (“FDIC”)

insurance limits.

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reduces its credit risk by placing its cash and cash equivalents with major financial institutions.

January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses

on Financial Instruments,” using a modified retrospective approach.

The standard amends several aspects of the measurement of credit

losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models

with the current expected credit losses model.

The cumulative effect of adoption did not result in an adjustment to the allowance for

credit loss, and accordingly, the Company’s accumulated deficit as of January 1, 2023.

Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses.

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the collectability of the reported amount.

There was $ 13 of reserves for expected credit losses as of December 31, 2024, and the Company

did no t have any reserves for expected credit losses as of December 31, 2023.

There was $ 23 of reserves for expected credit losses as of December 31, 2025, as compared

to $ 13 of reserves for expected credit losses as of December 31, 2024.

Company’s operating lease receivables are not within the scope of ASC 326.

The Company assesses the collectability of operating lease

payments in accordance with ASC 842.

At lease commencement and on an ongoing basis, the Company evaluates whether it is probable that

the Company will collect the lease payments due over the lease term.

If collectability is not considered probable, lease income recognition

is constrained to the lesser of the straight-line lease income or lease payments received.

As of December 31, 2025, no reserve has been

established against operating lease receivables as all amounts are considered collectible based on the Company’s assessment of lessee

payment history and creditworthiness.

of December 31, 2025, accounts receivable included $ 268 of amounts due under sales-type lease arrangements and $ 2,865 from contracts with customers within the scope of ASC 606.

As of December 31, 2024, and January 1, 2024, the Company had

no sales-type lease arrangements, and the entire accounts receivable balance of $ 7,826 and $ 9,010 , respectively, was attributable to contracts

with customers within the scope of ASC 606.

and amortization for property and equipment is computed and included in cost of goods sold and in selling and administrative expense,

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The results of discontinued operations are reported as income or loss from

discontinued operations, net of tax in the consolidated statements of comprehensive income for the current and prior periods commencing

in the period in which the held for sale criteria are met.

Income or loss from discontinued operations, net of tax includes direct costs

attributable to the divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise

dedicated to the divested business.

Income or loss from discontinued operations, net of tax will include any gain or loss recognized

upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale.

discontinued operations, net of tax in the consolidated statements of operations for the current and prior periods commencing in the

period in which the held for sale criteria are met.

Income or loss from discontinued operations, net of tax includes direct costs attributable

to the divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated

to the divested business.

Income or loss from discontinued operations, net of tax will include any gain or loss recognized upon disposition

or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale.

between the businesses held for sale and businesses held for use that are expected to continue after the disposal are not eliminated

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equity method of accounting.

Under the equity method of accounting, the Company’s initial investment is recorded at fair value

in accordance with ASC 810-10-40-5 as its equity method investment arose from a deconsolidation event.

See Note 11- Discontinued

Operations and Note 12 – Equity Method Investment.

Under the equity method of accounting, the Company’s initial investment in Pioneer Investment LLC

was recorded at fair value in accordance with ASC 810-10-40-5 as its equity method investment arose from a deconsolidation event.

See Note 11- Discontinued Operations and Note 12 – Equity Method Investment.

carrying amount is adjusted for the Company’s share of the earnings or losses, and dividends received from the investee.

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for the investee.

The Company periodically assesses if impairment indicators exist at equity

method investments.

When an impairment indicator is observed, any excess of the carrying amount over its estimated fair value is recognized

as impairment expense when the loss in value is deemed other-than-temporary and included in income or loss from equity method investments

in the consolidated statements of operations.

In relation to the Company’s investment in the Investment, the Company

elected to recognize its proportional share of the income or loss from the equity method investment on a financial reporting lag of one

fiscal quarter due to the timing and availability of financial information.

There were no earnings recognized from the Investment during

the year ended December 31, 2024.

Company periodically assesses if impairment indicators exist at equity method investments.

When an impairment indicator is observed,

any excess of the carrying amount over its estimated fair value is recognized as impairment expense when the loss in value is deemed

other-than-temporary and included in income or loss from equity method investments in the consolidated statements of operations.

relation to the Company’s investment in the Pioneer Investment LLC, the Company elected to recognize its proportional share of

the income or loss from the equity method investment on a financial reporting lag of one fiscal quarter due to the timing and

availability of financial information.

Company leases offices, facilities and equipment under operating and financing leases.

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typically do not contain material residual value guarantees or restrictive covenants.

Company leases electric generators and mobile electric vehicle charging equipment to certain of its customers.

The Company accounts for

such rentals as operating leases.

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.

The Company does not generally provide an option for the lessee to purchase the rented equipment

at the end of the lease.

Leasing revenues are recognized on a straight-line basis over the duration of the contractual agreement.

do not provide residual value guarantees on rented equipment.

Financing Costs

legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing

costs and included as a non-current asset on the balance sheet until such financings are consummated.

After consummation of the equity

financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of

additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds.

Should the equity financing

no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated

statements of operations.

Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which

operations are conducted and income is earned.

For the year ended December 31, 2024 and 2023, the Company operated primarily in the United

This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary

differences between the carrying amounts and the tax basis of assets and liabilities.

Developing the provision for income taxes requires

significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination

of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets.

Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

Company believes that the deferred asset, net recorded as of December 31, 2024, and 2023 is realizable through future reversals of existing

taxable temporary differences and future taxable income.

If the Company was to subsequently determine that it would be able to realize

deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income

for the period in which such determination was made.

The Company will continue to assess the adequacy of the valuation allowance on a

quarterly basis.

The Company’s tax filings are subject to audit by various taxing authorities.

Company determines whether an arrangement is or contains a lease at inception.

The Company leases generators and mobile EV 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.

none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease.

leases are recognized as a net investment in the lease on the 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.

allowance has been recorded for the receivables under the leasing arrangements.

The determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments.

However, the Company exercises judgment in estimating the fair value of the underlying assets at lease commencement.

Fair value is estimated

using a cost-plus-margin approach, corroborated by the contractual pricing established in negotiations with the lessee.

Fair Value of Financial Instruments note for further discussion of the inputs and assumptions used in estimating fair value at lease commencement.

Leasing revenues do not include material amounts of variable payments.

Lessees do not provide residual value guarantees on rented equipment.

The Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in

which operations are conducted and income is earned.

For the year ended December 31, 2025, and 2024, the Company operated primarily in

the United States.

This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences

of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

Developing the provision for income

taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including

the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to

Accordingly, as of December 31, 2025, and 2024, the Company recorded a full valuation allowance against its deferred tax

assets for both periods, resulting in a net deferred tax asset of zero.

If the Company was to subsequently determine that it would be

able to realize deferred tax assets in the future, an adjustment to the valuation allowance would increase net income for the period in

which such determination was made.

The Company will continue to assess the adequacy of the valuation allowance on a quarterly basis.

Company’s tax filings are subject to audit by various taxing authorities.

objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred

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established consistent with jurisdictional tax laws.

The Company’s policy is to recognize interest and penalties related to income

tax matters as interest expense.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred.

Total advertising and promotional expenses were $ 311 and

$ 414 for the years ended December 31, 2024 and 2023, respectively.

and Promotional Costs

expense advertising and promotional costs as incurred.

Total advertising and promotional expenses were $ 437 and $ 311 for the years ended

December 31, 2025, and 2024, respectively.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

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Research and development expenses are charged to operations as incurred.

During the years ended December 31, 2024 and 2023, the Company incurred $ 1,050 and $ 885 , respectively, of research

and development expenses.

During the years

ended December 31, 2025, and 2024, the Company incurred $ 875 and $ 1,050 , respectively, of research and development expenses.

Issued Accounting Pronouncements

November 2023, the FASB issued an accounting standards update ASU 2023-07 “Segment Reporting:

Improvements to Reportable Segment

Disclosures” related to improvements to reportable segment disclosures.

The amendments in this update require additional disclosure

of significant expenses related to our reportable segments, additional segment disclosures on an interim basis, and qualitative disclosures

regarding the decision making process for segment resources.

The amendments in this update are effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

These updates resulted in expanded disclosures.

See Note 13 – Business Segment, Geographic and Customer Information

for additional information.

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” related

to improvements to income tax disclosures.

The amendments in this update require enhanced jurisdictional and other disaggregated disclosures

for the effective tax rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning

Improvements to Income Tax Disclosures” related to

improvements to income tax disclosures.

The amendments in this update require enhanced jurisdictional and other disaggregated

disclosures for the effective tax rate reconciliation and income taxes paid.

The amendments in this update were adopted for the year ended December 31, 2025 on a retrospective basis and were effective for fiscal years beginning

after December 15, 2024.

These updates will not have a significant impact on the Company’s consolidated financial statements.

These updates did not have a significant impact on the Company’s consolidated

financial statements.

November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses”, which requires public business

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adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for internal-use

software by eliminating the previous project-stage model and replacing it with a “probable-to-complete” threshold.

relocates and supersedes the guidance for website development costs (previously in Subtopic 350-50) into Subtopic 350-40, and requires

entities to apply the presentation and disclosure requirements in Subtopic 360-10 to capitalized internal-use software costs regardless

of how those costs are presented in the financial statements.

The amendments are effective for all entities for annual reporting periods

beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted (provided the

entity’s financial statements for that interim or annual period have not yet been issued or made available for issuance).

is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and

footnote disclosures.

December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements.” This ASU clarifies

and reorganizes interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant

events and changes in circumstances that occur during interim periods.

The amendments are intended to improve the consistency, usefulness,

and understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the

entity’s financial position, cash flows, and results of operations.

The amendments in this ASU are effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures.

of the Company’s products and services

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equipment and mobile electric vehicle charging solutions.

The Company’s principal products and services are primarily sold in the United States.

See Note 13 –

Business Segment, Geographic and Customer Information, for additional information.

The Company’s principal products and services are primarily sold in the

United States.

See Note 13 – Business Segment, Geographic and Customer Information, for additional information.

Company’s Electrical Infrastructure business (included in discontinued operations;

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the Company’s customers’ power generation systems.

timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue

timing of revenue recognition, customer billings and cash collections results in accounts receivable and deferred revenue

at the end of each reporting period.

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with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

Revenue Recognition

the years ended December 31, 2024, and 2023, the Company recognized $ 558

of equipment revenue over time, respectively, from its Critical

Power segment.

Additionally, the Company recognized $ 11,704

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 years ended December 31, 2024, and 2023, respectively.

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 $ 8,690

of service revenue during the years ended December 31, 2024, and 2023, respectively.

the years ended December 31, 2025, and 2024, the Company recognized $ 221 and $ 558 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 13,693 and $ 11,704 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 years ended December 31, 2025, and

2024, respectively.

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 $ 9,442 and $ 8,690 of service revenue during the years ended December 31, 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 consolidated balance sheets.

The customer payments are generally

due in 30 days.

Amounts billed and due

from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the consolidated

balance sheets.

The customer payments are generally due in 30 days.

certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract

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change in deferred revenue as of December 31, 2025, was driven primarily by ordinary course contract activity.

As of January 1, 2023, the Company had a deferred

revenue balance of $ 808 .

For the years ended December 31, 2024, and 2023, the Company recognized revenue of $ 162 and $ 670 respectively,

related to amounts that were included in deferred revenue as of December 31, 2023, and 2022, respectively, resulting primarily from the

progress made on the various active contracts during the respective reporting periods.

As of December 31, 2024, the Company had $ 991 related to contract liabilities where performance obligations have

not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheet.

As of January 1, 2024,

the Company had a deferred revenue balance of $ 307 .

For the years ended December 31, 2025, and 2024, the Company recognized revenue of

$ 603 and $ 162 , 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 December 31,

2025, the Company had $ 791 related to contract liabilities where performance obligations have not yet been satisfied, which has been

included within deferred revenue on the consolidated balance sheet.

receivables include amounts for work performed for which the Company has an unconditional right to receive payment and that are not subject

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For the year ended December 31,

2023, the Company derived 14% of its revenue from one customer.

2024, the Company derived 22 % and 13 % of its revenue from two customers.

As of December 31, 2025, one customer’s outstanding receivable

balance equaled 25 % of the total outstanding receivable balance.

As of December 31, 2023, two customers’ outstanding receivable

balance equaled 22% and 12% 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.

of December 31, 2025, one customer represented 100 % of the Company’s lease receivable balance.

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.

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 year ended December 31, 2025, were $653.

warranties during the year ended December 31, 2023, were insignificant.

Disaggregated Revenue

Returns and warranties during the year ended

December 31, 2024, were $295.

Disaggregated

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

OF REVENUE DISAGGREGATED

For the Years Ended

SCHEDULE OF REVENUE DISAGGREGATED

Revenues - ASC 606

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Revenues - ASC 842

Fixed lease revenue

Total revenues - ASC 842

Sales-type lease revenue

Operating lease revenue

revenues - ASC 842

Total revenue

The following table presents future sales-type lease payments to be received

as of December 31, 2025:

SCHEDULE OF FUTURE SALES TYPE LEASE PAYMENTS

For the Years Ending December 31,

Total undiscounted lease payments

imputed interest

Net investment in sales-type leases

The Company’s sales-type lease portfolio as of December 31, 2025 consisted of nine mobile EV charging and power generation units

leased to a single customer under two separate agreements, each with original terms of ten years.

The leases do not contain renewal or early termination

were no leasing revenues arising from variable lease payments during the years ended December 31, 2025, and 2024.

following table presents future operating lease payments to be received as of December 31, 2024:

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years

Ended December 31,

following table presents future undiscounted operating lease payments to be received as of December 31, 2025:

OF FUTURE UNDISCOUNTED OPERATING LEASE PAYMENTS TO BE RECEIVED

the Years Ending December 31,

The net investment in sales-type leases consisted entirely of lease receivables

of $ 2,843 as of December 31, 2025.

There were no unguaranteed residual assets or deferred selling profit included in the net investment

as of December 31, 2025.

Lessees do not provide residual value guarantees on leased equipment.

The Company manages residual value risk by monitoring technological developments and anticipated market demand for its mobile EV charging

and power generation equipment.

The Company evaluates its net investment in sales-type leases for credit losses in accordance with ASC

326, considering the creditworthiness of its lessees, historical payment experience, current economic conditions, and reasonable and supportable

As of December 31, 2025, one customer

represented 100 % of the Company’s lease receivable balance.

Based on its assessment, including consideration of the lessee’s

financial condition and payment history, the Company determined that no material allowance for credit losses was necessary as of December

components of inventories are summarized below:

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Work in process

Raw materials primarily consist of generators, electrical equipment, and components and parts used in the assembly and service of the

Company’s mobile EV charging solutions and power generation equipment.

PROPERTY AND EQUIPMENT, NET

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Machinery, vehicles and equipment

vehicles and equipment under operating leases

Furniture and fixtures

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property and equipment, net

(1) Includes $ 664 and $ 706 lessor operating lease accumulated

depreciation for the years ended December 31, 2025, and 2024, respectively.

expense was $ 1,027 and $ 716 for the years ended December 31, 2025, and 2024, respectively.

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accounts payable and accrued liabilities

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued legal settlement costs.

liabilities primarily consist of accrued insurance, accrued compensation and benefits, and accrued warranty costs.

As of December 31,

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were $ 392 and $ 453 , respectively.

There were no accrued legal settlement costs as of December 31, 2024, as compared to $ 5,000 as of December

31, 2023 (See Note 7 - Commitments and Contingencies for additional information).

The remainder of accrued liabilities are comprised

of several insignificant accruals in connection with normal business operations.

Accrued warranty costs as of December 31, 2025, and 2024, were $ 249 and $ 117 , respectively.

The remainder

of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations.

COMMITMENTS AND CONTINGENCIES

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associated with operating leases were $ 129 and $ 465 , respectively.

During the fourth quarter of 2024, the Company executed an extension

of its operating lease in Miami, Florida.

After adjusting for a weighted average discount rate, the Company recognized a right-of-use

asset and lease liability of approximately $ 330 within the consolidated balance sheets.

components of the lease expense were as follows:

the year ended December 31, 2025, the Company executed a third amendment to its operating lease for its corporate offices in Fort Lee,

New Jersey, extending the lease term through January 2029.

The Company accounted for the lease extension as a modification in which the

modified lease classification remained an operating lease.

The related right-of-use asset and lease liability were remeasured as a result

of the lease modification, for which the Company recorded an increase of approximately $ 265 in right-of-use assets and $ 265 in lease

Additionally,

during the year ended December 31, 2025, the Company executed a first amendment to its operating lease for its facility in Champlin,

Minnesota, extending the lease term through March 2031.

The Company accounted for the lease extension as a modification in which the

modified lease classification remained an operating lease.

The related right-of-use asset and lease liability were remeasured as a result

of the lease modification, for which the Company recorded an increase of approximately $ 577 in right-of-use assets and $ 577 in lease

The components of the lease expense were as follows:

SCHEDULE OF LEASE EXPENSES

For the Years

Financing lease cost

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SCHEDULE OF CASH FLOWS INFORMATION

For the Years

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash

flow payments for operating leases

Operating cash flow payments for operating leases

Operating cash flow payments

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lease obligations

Operating lease liabilities

arising from obtaining right of use assets

Finance lease ROU assets obtained in exchange for finance lease liabilities

Operating lease ROU assets obtained in exchange for operating lease

average remaining lease term:

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Lease liabilities, non-current

time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S.

District Court, District of Nebraska

naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee

of the Company, collectively as defendants.

Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent

entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking

special damages related to the injuries allegedly sustained by Plaintiffs.

The amended complaint also named Titan Energy Systems, Inc.

as a defendant instead of Pioneer Critical Power, Inc.

On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended

On October 6, 2023, a mediation was held, but the parties did not reach a settlement.

As of December 31, 2023, the Company recognized a liability of $ 5,000 related to this matter, with a corresponding insurance receivable

of $ 5,000 related to the loss recovery, which was included within prepaid expenses and other current assets on the consolidated balance

In June 2024, another mediation was

held and the parties reached a settlement for all of the Plaintiffs’ claims.

The case was dismissed with prejudice on July 23,

As of December 31, 2024, the Company did not recognize a liability, or a corresponding insurance receivable, related

to the loss recovery.

time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business.

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.

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.

STOCKHOLDERS’ EQUITY

Company had 11,120,266 and 9,930,022 shares of common stock, $ 0.001 par value per share, outstanding as of December 31, 2024, and 2023,

Company had 11,095,266 and

11,120,266 shares

of common stock, $ 0.001

par value per share, outstanding as of December 31, 2025, and

2024, respectively.

On November 12, 2024, the board of directors declared

a one-time special cash dividend of $ 1.50 per share, or $ 16,665 in the aggregate, to shareholders of record as of December 17, 2024, which

is included in “Dividends payable” on the consolidated balance sheet as of December 31, 2024.

November 12, 2024, the board of directors declared a one-time special cash dividend of $ 1.50 per share, or $ 16,665 in the aggregate,

to shareholders of record as of December 17, 2024.

The dividend was paid on January 7, 2025.

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STOCK-BASED COMPENSATION

October 13, 2021, the Company’s board of directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”),

subject to stockholder approval, which was obtained on November 11, 2021.

The 2021 Plan supplemented the 2011 Plan, which expired on

May 11, 2021, and which replaced and superseded the 2009 Plan, as noted above.

The Company’s outside directors and its

employees, including the principal executive officer, principal financial officer and other named executive officers, and certain

contractors are all eligible to participate in the 2021 Plan.

The 2021 Plan allows for the granting of incentive stock options,

non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend

equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are

determined by the Board or a committee of the board that is designated to administer the 2021 Plan.

Subject to certain adjustments,

the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2021 Plan is 900,000

shares plus any increase by any Prior Plan Awards (as defined in the 2021 Plan) eligible for reuse ( 700,000 shares) as of December 31, 2024, of which one hundred percent

may be delivered pursuant to incentive stock options.

As of December 31, 2024, there were 279,354

shares available for future grants under the Company’s 2021 Plan.

The 2021 Plan was initially administered by the

Company’s board of directors, but it has been administered by the compensation committee following the creation of such

committee in the first quarter of 2022.

October 13, 2021, the Company’s board of directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”), subject

to stockholder approval, which was obtained on November 11, 2021.

The 2021 Plan supplemented the 2011 Long-Term Incentive Plan (“2011 Plan”), which expired on May 11,

2021, and which replaced and superseded the 2009 Equity Incentive Plan (“2009 Plan”), as noted above.

The Company’s outside directors and its employees, including

the principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible

to participate in the 2021 Plan.

The 2021 Plan allows for the granting of incentive stock options, non-qualified stock options, stock

appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which

may be granted singly, in combination, or in tandem, and upon such terms as are determined by the Board or a committee of the board that

is designated to administer the 2021 Plan.

Subject to certain adjustments, the maximum number of shares of the Company’s common

stock that may be delivered pursuant to awards under the 2021 Plan is 900,000 shares plus any increase by any Prior Plan Awards (as defined

in the 2021 Plan) eligible for reuse ( 700,000 shares) as of December 31, 2025, of which one hundred percent ( 100 %) may be delivered pursuant

to incentive stock options.

As of December 31, 2025, there were 306,663 shares available for future grants under the Company’s

The 2021 Plan was initially administered by the Company’s board of directors, but it has been administered by the compensation

committee following the creation of such committee in the first quarter of 2022.

fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions:

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SUMMARY OF STOCK OPTION ACTIVITY

exercise price

average remaining

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Exercisable as of December 31, 2025

prices have been reduced by $ 1.50 per share as a result of the modification in connection with the special cash dividend declared for

all common shareholders of record as of December 17, 2024.

summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from

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Exercise price

remaining life

(1) Exercise prices have been reduced by $ 1.50 per share as a result of the modification in connection with the special cash dividend declared

for all common shareholders of record as of December 17, 2024.

summary of restricted stock unit (“RSU”) activity during the year ended December 31, 2024, and 2023 is as

(1) Exercise prices

have been reduced by $ 1.50 per share as a result of the modification in connection with the special cash dividend declared for all common

shareholders of record as of December 17, 2024.

summary of restricted stock unit (“RSU”) activity during the year ended December 31, 2025, and 2024, is as follows:

SCHEDULE OF RESTRICTED STOCK UNITS

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Weighted-average

Number of units

fair value per share

Unvested restricted stock units as of January 1, 2023

Units granted

Units forfeited

value per share

Unvested restricted stock units as of January 1,

Units granted

Units forfeited

Unvested restricted stock units as of December 31, 2024

During the years ended December 31, 2024 and 2023,

RSUs vested with an aggregate vest date fair value of $ 780 and $ 1,251 , respectively.

Units granted

Unvested restricted stock units as of

December 31, 2025

the years ended December 31, 2025, and 2024, RSUs vested with an aggregate vest date fair value of $ 0 and $ 780 , respectively.

the year ended December 31, 2025, the CFO agreed to surrender shares of common stock to the Company, totaling an aggregate of 25,000

shares on May 2, 2025, with a fair value of $ 148 in connection with income and payroll tax obligations paid by the Company in connection

with the exercising of options and vesting of RSUs.

The shares were cancelled and retired by the Company.

based compensation expense recorded for the years ended December 31, 2025, and 2024, was approximately $ 35 and $ 1,055 , respectively.

As of December 31, 2025, there was $ 23 of stock-based compensation expense remaining to be recognized in the consolidated statements

of operations over a weighted average remaining period of 0.6 years.

the year ended December 31, 2024, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $ 59 .

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were cancelled and retired by the Company.

On November 12, 2024, the board of directors declared a one-time special

cash dividend of $ 1.50 per share to shareholders of record as of December 17, 2024.

All stock options that were outstanding as of the

record date were modified to reduce the exercise price pursuant to the nondiscretionary anti-dilution provisions in the Company’s

There was no incremental compensation expense related to the modification.

based compensation expense recorded for the years ended December 31, 2024, and 2023 was approximately $ 1,055 and $ 1,471 , respectively.

As of December 31, 2024, there was $ 80 of stock-based compensation expense remaining to be recognized in the consolidated statements

of operations over a weighted average remaining period of 1.6 years.

the year ended December 31, 2023, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $ 65 .

the year ended December 31, 2023, the Company issued 100,000 shares of common stock to its Chief Executive Officer (“CEO”)

in connection with the vesting of 100,000 RSUs on May 11, 2023.

The fair value of the RSUs on the date of grant was $ 575 , which was recognized

the year ended December 31, 2023, the Company issued 250,000

shares of common stock to its CFO in connection with the vesting of 125,000

RSUs on May 1, 2022, and 125,000

RSUs on May 1, 2023.

The fair value of the RSUs on the date of grant was $ 544 , which was recognized immediately.

the year ended December 31, 2023, the CEO and CFO each individually agreed to surrender shares of common stock to the Company, totaling

an aggregate of 117,082 shares with a fair value of $ 720 in connection with income and payroll tax obligations paid by the Company in

connection with the vesting of the above mentioned RSUs.

The shares were cancelled and retired by the Company.

November 12, 2024, the board of directors declared a one-time special cash dividend of $ 1.50 per share to shareholders of record as of

December 17, 2024.

All stock options that were outstanding as of the record date were modified to reduce the exercise price pursuant

to the nondiscretionary anti-dilution provisions in the Company’s 2021 Plan.

There was no incremental compensation expense related

to the modification.

components of loss before income taxes related to continuing operations are summarized below:

SCHEDULE OF LOSS BEFORE INCOME TAXES

For the Years

Loss before income taxes

from continuing operations

components of the income tax benefit related to continuing operations were as follows :

components of the income tax expense (benefit) related to continuing operations were as follows :

SCHEDULE OF INCOME TAX PROVISION

For the Years

income tax benefit

tax expense (benefit)

reconciliation from the statutory U.S.

income tax rate and the Company’s effective income tax rate for continuing operations, as computed on loss

before taxes, is as follows:

income tax rate and the Company’s effective income tax rate for continuing operations, as

computed on loss before taxes, is as follows:

SCHEDULE OF INCOME TAX RATE RECONCILIATION

For the Years

Federal income tax at statutory

For the Year Ended

Federal income tax at statutory rate

State and local income tax, net

Non-deductible executive compensation

Other permanent items

3 unchanged sentences

29.7 % in 2024.

The increase in the Company’s effective tax rate during 2024 primarily reflects the reduction of the valuation allowance and the utilization of its net operating losses.

The decrease in the Company’s effective tax rate during 2025 primarily reflects the increase in valuation allowance

and net operating losses.

July 4, 2025, the President signed into law the One Big Beautiful Bill Act (“OBBBA”), which makes several significant changes

federal income tax law.

Key provisions include:

of 100% bonus depreciation under Internal Revenue Code (“IRC”) Section 168(k)

for qualified property acquired after January 19, 2025.

of domestic research and experimental expenditures under new IRC Section 174A, applicable

for tax years beginning after December 31, 2024, with acceleration options for expenditures

incurred between January 1, 2022, and December 31, 2024.

● Modification

to the business interest expense limitation under IRC Section 163(j), reinstating EBITDA-based

adjustable taxable income (ATI) for tax years beginning after December 31, 2024.

Company has recognized the effects of the OBBBA provisions in its financial results to the extent they are applicable to the year ended

December 31, 2025.

net deferred income tax asset (liability) was comprised of the following:

SCHEDULE OF DEFERRED INCOME TAX ASSETS LIABILITY

For the Years

Noncurrent deferred income taxes

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SCHEDULE OF ACCOUNTING CREATING DEFERRED INCOME TAX

For the Years

Deferred tax assets

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Deferred tax liabilities

Installment sales

Total deferred tax liabilities

As of December 31, 2024, The Company had $ 6,756

of deferred tax assets on which it is taking a $ 6,007

valuation allowance.

The total valuation allowance of $ 6,007

as of December 31, 2024, represents a decrease of $ 922

from December 31, 2023.

A valuation allowance is established when it is determined

that it is more likely than not that the deferred tax assets will not be realized.

In evaluating the need for a valuation allowance, management

assessed all available positive and negative evidence, including historical operating results, cumulative losses, projections of future

taxable income, and sources of taxable income such as future reversals of existing taxable temporary differences, tax-planning strategies,

and the realization of the gain from the subsidiary sale.

Significant judgment is required in assessing the weight of both positive and

negative evidence, particularly in determining the likelihood and timing of future taxable income.

During the year ended December 31, 2024, the Company

recognized pre-tax income from the divestiture of PCEP Subsidiary, resulting in a tax gain of approximately $ 37 million.

This gain enabled

the Company to fully recognize its existing tax attributes, net operating losses (NOLs), §163(j) interest expense limitations, and

R&D credits available at the time of the divestiture.

Despite this positive evidence, the Company determined that it was insufficient

to overcome substantial negative evidence.

This negative evidence includes cumulative losses incurred over recent years, continued uncertainty

regarding sustained future taxable income, and the expectation of continued accumulation of new tax attributes due to ongoing operating

Furthermore, the anticipated annual generation of NOLs upon reversal of deferred tax liabilities significantly reduces the reliability

of future taxable income as a viable source for realizing deferred tax assets.

Considering the significant judgment required in assessing

the likelihood, timing, and magnitude of future taxable income, and given the relative weight and persuasiveness of the available evidence,

management concluded that the negative evidence continues to outweigh the positive evidence.

As a result, the Company has determined that

the continuation of a full valuation allowance remains appropriate as of December 31, 2024.

This includes a full valuation allowance for

the Company’s foreign tax credits (“FTCs”) as the Company does not anticipate generating any foreign source income to

realize this benefit.

As of December 31, 2024, the remaining balance of the Company’s FTCs was $ 3,581 .

The Company has state net operating loss (“NOLs”)

carryforwards of approximately $ 16,431 as of December 31, 2024.

Certain of these amounts are subject to annual limitations under applicable

If not utilized, a portion of these losses will expire in varying amounts between 2030 and 2043.

Internal Revenue Code Section 382 imposes an annual

limitation on the utilization of net operating loss (NOL) carryforwards and certain other tax attributes following a change in ownership.

An ownership change generally occurs if the percentage of stock owned by 5-percent shareholders increases by more than 50 percentage points

during a rolling three-year period.

As of December 31, 2024, the Company conducted an analysis under Section 382 and determined that no

ownership change occurred during the year.

Therefore, there is no annual limitation imposed on the utilization of the Company’s

federal NOL carryforwards.

Furthermore, the sale of a subsidiary completed prior to year-end is expected to allow the Company to fully

utilize these NOL carryforwards.

The Company has also evaluated the implications of Section 382 limitations at the state level.

state conformity to federal Section 382 provisions varies significantly, additional state-specific considerations may apply.

will continue to monitor any future ownership changes, legislative updates, or interpretive guidance related to Section 382, as such changes

could impact the Company’s ability to realize these deferred tax assets.

The following table summarizes the Company’s

state losses by jurisdiction, as well as the expiration date:

of December 31, 2025, The Company had $ 8,238 of deferred tax assets on which it is taking a $ 7,452 valuation allowance.

The total valuation

allowance of $ 7,452 as of December 31, 2025, represents an increase of $ 1,445 from December 31, 2024.

valuation allowance is established when it is determined that it is more likely than not that the deferred tax assets will not be realized.

In evaluating the need for a valuation allowance, management assessed all available positive and negative evidence, including historical

operating results, cumulative losses, projections of future taxable income, and sources of taxable income such as future reversals of

existing taxable temporary differences and tax-planning strategies.

Significant judgment is required in assessing the weight of both

positive and negative evidence, particularly in determining the likelihood and timing of future taxable income.

the significant judgment required in assessing the likelihood, timing, and magnitude of future taxable income, and given the

relative weight and persuasiveness of the available evidence, management concluded that the negative evidence continues to outweigh

the positive evidence.

As a result, the Company has determined that the continuation of a full valuation allowance remains

appropriate as of December 31, 2025.

This includes a full valuation allowance for the Company’s foreign tax credits

(“FTCs”) as the Company does not anticipate generating any foreign source income to realize this benefit.

As of December

31, 2025, the remaining balance of the Company’s FTCs was $ 3,446 .

If not utilized, the FTCs will expire between 2026 and 2027.

Company has federal and state net operating loss (“NOLs”) carryforwards of approximately $ 7,267 and $ 21,227 , respectively,

as of December 31, 2025.

The federal NOLs were generated in taxable years ending after December 31, 2017, and therefore may be carried

forward indefinitely.

However, the utilization of such federal NOLs is generally limited to 80% of federal taxable income in any taxable

Certain state NOLs are subject to annual limitations under applicable tax law.

If not utilized, a portion of these losses will

expire in varying amounts between 2028 and 2046.

Revenue Code Section 382 imposes an annual limitation on the utilization of net operating loss (NOL) carryforwards and certain other

tax attributes following a change in ownership.

An ownership change generally occurs if the percentage of stock owned by 5-percent shareholders

increases by more than 50 percentage points during a rolling three-year period.

As of December 31, 2025, the Company determined that

no ownership change occurred during the year under Section 382.

Therefore, there is no annual limitation imposed on the utilization of

the Company’s federal NOL carryforwards.

The Company has also evaluated the implications of Section 382 limitations at the state

Given that state conformity to federal Section 382 provisions varies significantly, additional state-specific considerations may

The Company will continue to monitor any future ownership changes, legislative updates, or interpretive guidance related to Section

382, as such changes could impact the Company’s ability to realize these deferred tax assets.

following table summarizes the Company’s state losses by jurisdiction, as well as the expiration date:

OF STATE LOSSES BY JURISDICTION

December 31, 2024

North Carolina

The Company incurs research and development expenses

as part of its ongoing operations.

These expenditures generate a research and development credit for tax purposes.

All research and development

tax credits have been fully utilized and the Company has $ 0 of research and development credits remaining on December 31, 2024.

Under the provisions of the Tax Cuts and Jobs Act

(TCJA) and as further modified by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Internal Revenue Code Section 163(j)

generally limits our deductible business interest expense to the sum of (i) our business interest income, (ii) 30% of adjusted taxable

income (ATI), and (iii) floor plan financing interest expense.

Adjusted taxable income is defined as taxable income with adjustments for

interest, depreciation, amortization, and depletion through 2021.

Beginning in 2022, depreciation, amortization, and depletion deductions

are no longer added back when calculating ATI.

The limitation imposed by Section 163(j) may create interest expense carryforwards, which

can be utilized indefinitely in future tax periods subject to the same limitation.

For the year ended December 31, 2024, due to the gain

realized on the sale of PCEP, the Company generated sufficient adjusted taxable income to support interest expense deductions, resulting

in an interest expense deduction of $ 2,897 from prior year carryforwards.

The amount available for carryover to future periods of IRC

163(j) as of December 31, 2024 is $ 0 .

The Company expects the interest limitation will continue to apply in future years.

The Company has determined there are no uncertain tax positions requiring

recognition or disclosure, including positions related to the sale of PCEP.

The Company regularly assesses the adequacy of its provisions

for income tax contingencies in accordance with ASC 740-10.

As a result, the Company may adjust the reserves for unrecognized tax benefits

for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities,

settlements with taxing authorities, and lapses of statutes of limitations.

paid for income taxes, net of refunds, were as follows:

OF INCOME TAXES, NET OF REFUNDS

cash paid for income taxes, net of refunds

Company has determined there are no uncertain tax positions requiring recognition or disclosure, including positions related to the sale

The Company regularly assesses the adequacy of its provisions for income tax contingencies in accordance with ASC 740-10.

a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes

to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes

of limitations.

Management has concluded that the current reserves are appropriate.

The Company continues to monitor and evaluate uncertain tax positions that may arise from future developments in tax law interpretations,

regulations, or audit outcomes.

The Company’s tax returns remain subject to examination by the U.S.

Internal Revenue Service and

most state jurisdictions include the years 2021 and forward.

The Company continues to monitor and evaluate uncertain

tax positions that may arise from future developments in tax law interpretations, regulations, or audit outcomes.

The Company’s

tax returns remain subject to examination by the U.S.

Internal Revenue Service and most state jurisdictions include the years 2022 and

DISCONTINUED OPERATIONS

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to the Buyer ((i) and (ii) being, the “Equity Transaction”).

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 (See Note 2 – Summary of Significant

Accounting Policies and Note 12 – Equity Method Investment).

The Equity Transaction contains customary terms and conditions

and are subject to working capital adjustments.

Negotiations between the parties are ongoing, and the Company’s estimate of

the range of adjustments resulting in a lower recognized gain is approximately $ 1,349

with the midpoint equal to $ 3,347 .

The Company determined that the midpoint appears to be a better estimate than any other amount within the range, and, accordingly,

has recorded a consideration due to buyer of $ 3,347

on December 31, 2024, related to anticipated net working capital adjustments.

It is at least reasonably possible that the estimate

will change in the near term and the effect of the change may be material.

the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”).

PCEP represents the entirety of the Company’s Electrical Infrastructure segment.

a result, the assets and liabilities of PCEP have been presented separately under the captions “Current assets held for sale”,

“Noncurrent assets held for sale” and “Current liabilities held for sale” in the consolidated balance sheet as of

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.

Following the execution

of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”).

PCEP represented

the entirety of the Company’s Electrical Infrastructure segment.

As of December 31, 2024, the Company recorded a consideration

due to the Buyer of $ 3,347 related to a net working capital adjustment.

April 16, 2025, the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a

reduction in the consideration due to the Buyer, which is included as a component of discontinued operations during the year ended

December 31, 2025.

The results of operations of PCEP, as well as the gain realized on the sale of $ 35,044 , have been presented under

During the year ended December 31, 2025, the Company paid the remaining $ 2,200

consideration to the Buyer.

results of operations of PCEP, as well as the gains realized on the sale of $ 449 and $ 35,044 , respectively, have been presented under

the caption “Income from discontinued operations, net of tax” in the consolidated statements of operations for the years

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Held for Sale and Discontinued Operation Financial Information

summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale

in the consolidated balance sheet, is as follows:

SCHEDULE OF SUMMARIZED HELD FOR SALE AND DISCONTINUED OPERATION FINANCIAL INFORMATION

Assets held for sale:

Current assets:

Accounts receivable,

net of allowance for credit losses of $ 97

Inventories, net

expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

held for sale

Liabilities held for sale:

Accounts payable and accrued

Current portion of operating

lease liabilities

held for sale

The income tax (benefit/expense) associated with discontinued

operations in 2024 primarily reflects the tax effects of disposal gains along with the utilization of previously unrecognized tax attributes

and valuation allowance reversals.

The previous valuation allowance established on these deferred tax assets were reversed when the Company

entered into a definitive sale agreement during the year.

The closing of the transaction provided certainty related to the amounts realized

and the resulting gain for tax purposes allowed the company to utilize the deferred tax assets.

The determination whether it was more

likely than not that the deferred tax assets were not going to be realized was no longer applicable.

The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred

income tax assets and liabilities from discontinued operations were as follows:

OF ACCOUNTING CREATING DEFERRED INCOME TAX

For the Years Ended

Deferred tax assets

net operating loss carry forward

Non-deductible reserves

Total deferred tax assets

Valuation allowance

Net deferred tax assets

Deferred tax liabilities

Net deferred tax liabilities

Deferred asset, net

Income tax expense associated with discontinued operations totaled $ 5,497 in 2024 and $ 0 in 2023, reflecting tax

disposal gains, offset by utilization of tax attributes and related valuation allowance reversals.

income tax (benefit/expense) associated with discontinued operations primarily reflects the tax effects of the 2024 disposal gains along

with the utilization of previously unrecognized tax attributes and valuation allowance reversals.

The previous valuation allowance established

on these deferred tax assets was reversed when the Company entered into a definitive sale agreement in 2024.

The closing of the transaction

provided certainty related to the amounts realized and the resulting gain for tax purposes allowed the Company to utilize the deferred

The determination whether it was more likely than not that the deferred tax assets were not going to be realized was no longer

tax expense associated with discontinued operations totaled $ 702 in 2025, and $ 5,497 in 2024, reflecting tax disposal gains, offset by

utilization of tax attributes and related valuation allowance reversals.

following table summarizes the results from discontinued operations, net of tax included in the consolidated statements of operations

for the years ended December 31, 2025, and 2024:

the Years Ended December 31,

SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION

Cost of goods sold

9 unchanged sentences

the below table illustrates certain cash flows from discontinued operations:

the Years Ended December 31,

Operating activities

4 unchanged sentences

were eliminated in the Company’s consolidated financial statements as intra-entity transactions.

The equity method investment did

not result in any pretax income or losses reported on the Company’s consolidated statements of operations for the years ended December

31, 2024 or 2023.

Prior to the disposal transaction, the Company owned 100 % of the discontinued operation, PCEP.

addition, upon the closing of the Equity Transaction, the Company and the Buyer entered into a transition services agreement, pursuant

to which (i) the Company will provide certain transition services to the Buyer for various service periods ranging from 30 days to 12

months following the Closing Date and (ii) the Buyer will provide one specific transition service to the Company until October 31, 2025.

In connection with the Equity Transaction, the Company and the Buyer entered into a Transition Services Agreement

(“TSA”), pursuant to which the Company agreed to provide the Buyer with certain transition services, including treasury and

cash management support, payroll, benefits and human resources administration, technology and ERP transition support, infrastructure and

desktop services, communications and data transfer, product hosting services, and knowledge transfer (collectively, the “Transition

Services”), for various service periods ranging from 30 days to 12 months following the Closing Date.

In addition, the Buyer agreed

to provide the Company with the services of one human resources employee in California through October 31, 2025.

Either party could terminate

individual services upon 30 days’ prior written notice, subject to certain exceptions for payroll and benefits-related services.

for the Transition Services are based on reimbursable costs incurred by the Company.

The Company records amounts billed for reimbursable

Transition Services in prepaid expenses and other current assets and records the related costs in selling, general and administrative

The Buyer provided human resources services to the Company at no cost.

As of December 31, 2025, and 2024, amounts due from

the Buyer related to reimbursable Transition Services of $ 14 and $ 171 , respectively, were included in prepaid expenses and other current

The TSA has since been completed, and no further obligations remain as of December 31, 2025.

EQUITY-METHOD INVESTMENT

As disclosed in Note 11 – Discontinued Operations, on October 29,

2024, the Company deconsolidated its subsidiary, PCEP.

As part of the transaction, the Company retained an equity interest in PCEP via

the issuance of Rollover Units.

The Company estimated the fair value of the retained equity interest on the date of deconsolidation, which

was determined to be $ 2,000 based on the Company’s proportionate share of Investment, which was calculated using the market approach

based on the Equity Transaction.

disclosed in Note 11 – Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP.

of the transaction, the Company retained an equity interest of approximately 6% in Pioneer Investment LLC via the issuance of

Rollover Units.

The Company estimated the fair value of the retained equity interest on the date of deconsolidation, which was

determined to be $ 2,000

based on the Company’s proportionate share of Investment, which was calculated using the market approach based on the Equity

During the year ended December 31, 2025, the Company recorded a loss from equity method investee of $ 601 ,

which is included in other expense on the consolidated statement of operations.

the year ended December 31, 2025, the Company received a cash dividend of $ 981

from the equity method investee which has been recorded as

a reduction in the investment account.

The Company applies the cumulative earnings approach to classify distributions received from equity

method investments in its consolidated statements of cash flows.

Under this method, distributions received from equity method investees

are included in the Company’s consolidated statements of cash flows as operating activities, unless the cumulative distributions

exceed the Company’s share of cumulative equity in the investee’s net earnings.

In such cases, the excess distributions are considered

returns of investment and are classified as investing activities.

As of December 31, 2025, the Company’s cumulative distributions

and the Company did not have cumulative equity in the investee’s net earnings .

As such, the cash distribution received during the year ended December 31, 2025, was classified as investing

activity in the consolidated statements of cash flows.

BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION

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 Energy Systems, Inc.

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 Energy Systems, Inc.

business unit.

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.

CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the 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

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 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 consolidated statements of operations.

Other income and expenses consist of interest income

and interest expense, which are disclosed as separate line items in the consolidated statements of operations.

October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital.

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.

CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the

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

total assets presented in the consolidated balance sheets.

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 consolidated statements of operations as a part of the consolidated

net income (loss).

Other segment items regularly provided to the CODM include interest income, net and other income (expense), each of which is disclosed

as a separate line item in the consolidated statements of operations.

October 29, 2024, the Company sold its Electrical Infrastructure segment to the Buyer.

Prior to the sale of the Electrical Infrastructure

segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable segments.

Discontinued Operations for additional information.

See Note 11- Discontinued

Operations for additional information.

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

SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

For the Years

United States

Approximately

22 % and 13 % of the Company’s revenues during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia

Hydro and Power Authority, respectively.

Approximately 14 % of the Company’s sales during the year ended December 31, 2023, were

made to Target Corporation.

24 % and 13 % of the Company’s revenues during the year ended December 31, 2025, were made to Eneridge, Inc.

and SparkCharge, respectively.

Approximately 22 % and 13 % of the Company’s revenues during the year ended December 31, 2024, were made to INF Associates, LLC and

British Columbia Hydro and Power Authority, respectively.

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

2 unchanged sentences

United States

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

earnings (loss) per share data for each period presented is computed using the weighted average number of shares of common stock outstanding

BASIC AND DILUTED (LOSS) EARNINGS PER SHARE

(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 earnings (loss) per share data is computed using the weighted average number of common and dilutive

Diluted (loss) earnings per share data is computed using the weighted average number of common and dilutive

common equivalent shares outstanding during each period.

1 unchanged sentence

the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

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

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

For the Years

Loss from continuing

from discontinued operations, net of income taxes

income (loss)

(loss) income

Weighted average common shares outstanding

6 unchanged sentences

per share from discontinued operations

Basic earnings (loss)

Basic (loss) earnings

Diluted (loss) earnings per share:

1 unchanged sentence

per share from discontinued operations

Diluted earnings (loss)

Diluted (loss) earnings

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

For the Years

Stock options

SUBSEQUENT EVENTS

January 7, 2025, the Company paid a one-time special cash dividend of an aggregate of $ 16,665 .

The Company has evaluated subsequent events through the date the financial statements were issued.

Based on this

review, the Company concluded that no events occurred during the period subsequent to the balance sheet date that would require recognition

in or disclosure within the accompanying consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data