What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 192 added, 394 removed, 231 unchanged (72% of the section changed)

7 unchanged sentences

Selling, general and administrative

Research and development

Total operating expenses

and development

operating expenses

Operating loss from continuing operations

Interest income (expense),

Other (expense) income,

Interest income, net

(expense) income, net

Loss before income taxes

Income tax expense

tax expense (benefit)

Net loss from continuing operations

(Loss) income from discontinued

operations, net of income taxes

from discontinued operations, net of income taxes

Basic (loss) earnings per share:

Loss from continuing operations

(Loss) earnings from discontinued

from discontinued operations

Basic loss per share

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Loss from continuing operations

(Loss) earnings from discontinued

from discontinued operations

Diluted loss per share

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Consolidated Balance Sheets

thousands, except for share amounts)

thousands, except for share and per share amounts)

Current assets

Accounts receivable, net

of allowance for credit losses of $ 15 and $ 13 as of September 30, 2025, and December 31, 2024, respectively

of allowance for credit losses of $ 68 and $ 23 as of March 31, 2026, and December 31, 2025, respectively

expenses and other current assets

1 unchanged sentence

Property and equipment, net

Operating lease right-of-use assets

Financing lease right-of-use assets

Lease receivable and other

Operating lease right-of-use assets, net

Financing lease right-of-use assets, net

Lease receivable

LIABILITIES AND STOCKHOLDERS’

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Current portion of operating

lease liabilities

lease liabilities, net

Current portion of financing

lease liabilities

Deferred revenue

Consideration due to buyer

Income taxes payable

lease liabilities, net

Total current liabilities

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Other long-term liabilities

Operating lease liabilities,

non-current portion, net

Financing lease liabilities,

non-current portion, net

long-term liabilities

Stockholders’ equity

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value, 30,000,000 shares authorized;

11,095,266 and 11,120,266 shares issued and outstanding on September 30, 2025, and December

11,096,266 and 11,095,266 shares issued and outstanding on March 31, 2026, and December 31,

2025, respectively

6 unchanged sentences

Consolidated Statements of Cash Flows

For the Three

Operating activities

1 unchanged sentence

net loss to net cash used in operating activities:

Amortization of right-of-use

financing leases

Amortization of right-of-use

operating leases

Change in allowance for

Amortization of financing

lease right-of-use assets

Non cash lease expense

Provision for

credit losses

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and equipment

Selling profit on sales-type

Gain on change in consideration

Changes in current operating assets and liabilities:

Changes in current operating

assets and liabilities:

Accounts receivable, net

3 unchanged sentences

Deferred revenue

Lease receivables

lease liabilities

cash used in operating activities

cash (used in) provided by operating activities

Investing activities

Purchase of property and

Payment of consideration

received from equity method investee

in equity method investee

cash used in investing activities

Financing activities

Net proceeds from issuance

of common stock

Net proceeds from the exercise

of options for common stock

Payment of cash dividend

repayments of financing leases

cash (used in)/ provided by financing activities

cash used in financing activities

Decrease in cash

beginning of year

Supplemental cash flow information:

Interest paid

Income taxes paid, net

beginning of period

end of period

Non-cash investing and financing

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

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

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stockholders’

Balance - June 30, 2024

Balance - September

Balance - June 30, 2025

Balance - September

stockholders’

Balance - January 1, 2025

Stock-based compensation

Surrender and retirement

of common stock

of common stock, net of transaction costs

Balance - September

Balance - March 31,

Balance - January 1, 2026

Stock-based compensation

and retirement of common stock

Balance - September

Exercise of stock options

Balance - March 31,

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

POWER SOLUTIONS, INC.

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

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

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charging solutions.

Pioneer’s products and services are sold to a broad range of customers in the utility, industrial and commercial

Pioneer’s 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.

Pioneer is headquartered

in Fort Lee, New Jersey and operates from two (2) additional locations in the United States for manufacturing, service and maintenance,

engineering, sales and administration.

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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exceptions are met.

The Company is currently in the process of estimating its annual effective tax rate for the year ending December

31, 2025, and, as such, the annual effective tax rate is unknown.

Due to significant variability in projected ordinary income, the Company

concluded that the estimated annual effective tax rate method was not reliable for interim reporting purposes.

Accordingly, the Company

calculated quarterly income tax expense using the discrete method based on actual year-to-date results.

unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc.

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and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December

accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying

unaudited condensed consolidated financial statements, as of September 30, 2025, the Company had $ 17,336

of cash on hand and working capital of $ 22,766 .

The cash on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned

subsidiary, Pioneer Custom Electrical Products Corp.

On October 29, 2024, the Company closed on the PCEP sale

for gross cash proceeds of $ 48,000

As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $ 3,347

related to a net working capital adjustment.

On April 16, 2025, the Company and the buyer of the PCEP Sale finalized the net working

capital adjustment and as a result, the Company recorded a $ 1,147

adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March 31, 2025.

On April 16, 2025,

the Company paid the $ 2,200

consideration due to the buyer of the PCEP Sale.

See Note 8 – Discontinued Operations for details.

Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion

of the sale of the transformer business units in August 2019, the completion of the sale of the PCEP business unit in October 2024, and

the sale of common stock.

Historically, the Company’s cash requirements were generally for operating activities, debt repayment,

capital improvements and acquisitions.

The Company expects to meet its cash needs with the working capital and cash flows from the Company’s

operating activities.

The Company expects its cash requirements to be generally for operating activities, product development and capital

improvements.

The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the

date our unaudited condensed consolidated financial statements are issued.

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 to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of

goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels

and advertising and marketing activities for an unknown period of time.

Additionally, the shutdown of the U.S.

federal government,

recent changes to U.S.

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 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

those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities

for an unknown period of time.

Additionally, recent changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and

may in the future impact, among other things, the U.S.

and global economy, tariff policies and regulations, international trade

relations, unemployment, immigration, healthcare, taxation, the U.S.

Congress, the Trump administration

or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international

trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on

its revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic factors on the

Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical

disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time

and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take

steps deemed appropriate to limit the impact on its business.

of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its

revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic factors on the Company’s

operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact

on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the

impact on its business.

can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures

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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

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policies, except as disclosed in this note.

Accounting Pronouncements

December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income

Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax

planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s

annual reporting beginning January 1, 2025, with early adoption permitted.

The Company is currently assessing the impact that adoption

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

November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures

(Subtopic 220- 40)”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income

- Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date”.

This standard requires public companies

to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting

The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing the

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

May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

Scope Application of Profits Interest and Share-Based Customer Payments”.

This ASU provides clarification on how to

account for share-based payments made to customers, including updated guidance on performance conditions and forfeiture estimation.

also removes the reference to the ASC 606 constraint guidance for recognizing such awards.

The amendments are effective for fiscal years

beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company is

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

September 2025, the Financial Accounting Standards Board FASB issued ASU 2025-07 , “Derivatives and Hedging (Topic 815) and

Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration

from a Customer.” This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations

or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash

consideration received from a customer under Topic 606.

The amendments specify that an entity should apply the revenue guidance to share-based

consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair

value are recognized outside of revenue.

The Company is currently assessing the impact that adoption of this new accounting guidance

will have on its consolidated financial statements and footnote disclosures.

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.

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

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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 unaudited consolidated balance sheets.

leases are recognized as a lease receivable on the unaudited consolidated balance sheets.

The net investment comprises the

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vehicle charging solutions.

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

see Note 8 – Discontinued Operations for

details) provided electric power systems and equipment and distributed energy resources that helped customers effectively and efficiently

protect, control, transfer, monitor and manage their electric energy needs.

Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost

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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

at the end of each reporting period.

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts

billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total

estimated labor hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance

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

the three months ended September 30, 2025, and 2024, the Company recognized $ 45 and $ 0 of equipment revenue over time, respectively,

from its Critical Power segment.

Additionally, the Company recognized $ 3,780 and $ 3,494 of revenue at a point in time from the sale of

its products, which is typically recognized upon delivery, from its Critical Power segment during the three months ended September 30,

2025, and 2024, respectively.

There were no bill and hold arrangements during the three months ended September 30, 2025, and 2024.

the nine months ended September 30, 2025, and 2024, the Company recognized $ 221 and $ 45 of equipment revenue over time, respectively,

from its Critical Power segment.

Additionally, the Company recognized $ 11,590 and $ 5,395 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 nine months ended September

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

of each reporting period.

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed

to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated

labor hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance with agreed-upon

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

the three months ended March 31, 2026, and 2025, the Company recognized $ 79 and $ 150 of equipment revenue over time, respectively.

Additionally, the Company recognized $ 1,514 and $ 3,623 of revenue at a point in time from the sale of its

products, which is typically recognized upon delivery, during the three months ended March 31, 2026,

and 2025, respectively.

Included within point in time revenue during the nine months ended September 30, 2025, was $ 2,337 of

revenue recognized pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the nine months ended September

Included within point in time revenue during the three months ended March 31, 2025, the Company recognized $ 2,337

of revenue pursuant to bill and hold arrangements.

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

as services are delivered.

The Company recognized $ 2,857 and $ 2,401 of service revenue during the three months ended September 30, 2025,

The Company recognized $ 2,417 and $ 2,444 of service revenue during the three months ended March 31, 2026,

and 2025, respectively.

The Company recognized $7,590 and $6,456 of service revenue during the

nine months ended September 30, 2025, and 2024, respectively.

Under its continuing operations, the

Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the value of unbilled account

receivables, are generally classified within current assets in the unaudited condensed consolidated balance sheets.

change in deferred revenue as of September 30, 2025, was driven primarily by ordinary course contract activity.

As of January 1, 2024,

the Company had a deferred revenue balance of $ 307 .

the three months ended September 30, 2025, and 2024, the Company recognized revenue of $ 17 and $ 70 , 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.

the nine months ended September 30, 2025, and 2024, the Company recognized revenue of $ 478 and $ 170 , 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.

of September 30, 2025, the Company had $ 871 related to contract liabilities where performance obligations have not yet been satisfied,

The Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the

value of unbilled account receivables, are generally classified within current assets in the unaudited condensed consolidated balance

change in deferred revenue as of March 31, 2026, was driven primarily by ordinary course contract activity.

As of January 1, 2026, the

Company had a deferred revenue balance of $ 791 .

the three months ended March 31, 2026, and 2025, the Company recognized revenue of $ 360 and $ 230 respectively, related to amounts that

were included in deferred revenue as of December 31, 2025, and 2024, resulting primarily from the progress made on the various active

contracts during the respective reporting periods.

of March 31, 2026, the Company had $ 1,041 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Concentration

the three months ended September 30, 2025, the Company derived 19 % and 17 % of its revenue from two customers.

For the three months ended

September 30, 2024, the Company derived 45 % and 10 % of its revenue from two customers.

the nine months ended September 30, 2025, the Company derived 30 % of its revenue from one customer.

For the nine months ended September

30, 2024, the Company derived 22 %, 10 % and 10 % of its revenue from three customers.

of September 30, 2025, three customer’s outstanding receivable balance equaled 53 % of the total outstanding receivable balance.

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

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

During the three months ended March 31, 2026, the

Company derived 14 % and 11 % of its revenue from two customers.

During the three months ended March 31, 2025, the Company derived 39 % and

11 % of its revenue from two customers.

of March 31, 2026, one customer’s outstanding receivable balance equaled 17 % of the total outstanding receivable balance.

December 31, 2025, one customer’s outstanding receivable balance equaled 25 % of the total outstanding receivable balance.

of March 31, 2026 and 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.

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and material.

Returns and warranties during the three and nine months ended September 30, 2025, were $ 85 and $ 609 , respectively.

and warranties during the three and nine months ended September 30, 2024, were insignificant.

Returns and warranties during the three months ended March 31, 2026, were insignificant, and returns and warranties during

the three months ended March 31, 2025, were $ 370 .

Disaggregated

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

SCHEDULE OF REVENUE DISAGGREGATED

OF REVENUES DISAGGREGATED BY REVENUE DISCIPLINE

For the Three

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Revenues - ASC 842

Sales-type lease revenue

lease revenue

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Total revenue

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

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

SCHEDULE OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years

Ending December 31,

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

SCHEDULE OF SALES TYPE LEASE ARRANGEMENTS

Accounts receivable

receivable and other assets

investment in sales-type leases

Company’s sales-type lease portfolio as of March 31, 2026 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 options.

were no leasing revenues arising from variable lease payments during the three months ended March 31, 2026, and 2025.

following table presents future undiscounted operating lease payments to be received as of March 31, 2026:

SCHEDULE OF FUTURE UNDISCOUNTED OPERATING LEASE PAYMENTS TO BE RECEIVED

the Years Ending December 31,

of March 31, 2026, and December 31, 2025, the lease receivable was $ 2,800 and $ 2,843 , respectively.

There were no unguaranteed residual

assets or deferred selling profit included in the net investment as of March 31, 2026, and December 31, 2025, respectively.

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 forecasts.

of March 31, 2026, and 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 allowance for credit losses was necessary as of March 31,

2026, and December 31, 2025.

components of inventories are summarized below:

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Work in process

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.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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accounts payable and accrued liabilities

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

As of September 30, 2025, and December 31, 2024, accrued compensation and benefits were $ 269 and $ 453 , respectively.

Accrued warranty

costs as of September 30, 2025, and December 31, 2024, were $ 239 and $ 117 , respectively.

Accrued inventory costs as of September 30,

2025, and December 31, 2024, were $ 191 and $ 115 , respectively, and there was no accrued insurance as of September 30, 2025, compared

to $ 462 as of December 31, 2024.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with

normal business operations.

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

As of March 31, 2026,

and December 31, 2025, accrued insurance was $ 304 and $ 495 , respectively.

Accrued compensation and benefits as of March 31, 2026, and

December 31, 2025, were $ 362 and $ 392 , respectively.

Accrued warranty costs as of March 31, 2026, and December 31, 2025, were $ 225 and

$ 249 , respectively.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business

STOCK-BASED COMPENSATION

summary of stock option activity during the nine months ended September 30, 2025, is as follows:

summary of stock option activity during the three months ended March 31, 2026, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

exercise price

average remaining

contractual term

intrinsic value

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Forfeited/expired

Outstanding as of September 30, 2025

Exercisable as of September 30, 2025

compensation expense recorded for the three and nine months ended September 30, 2025, was approximately $ 10 and $ 25 , respectively.

compensation expense recorded for the three and nine months ended September 30, 2024, was approximately $ 13 and $ 334 , respectively.

of September 30, 2025, there was $ 33 of stock-based compensation expense remaining to be recognized in the consolidated statements of

operations over a weighted average remaining period of 0.9 years.

the nine months ended September 30, 2025, the Company recorded a return-to-provision (RTP) adjustment related to prior year

tax estimates.

As a result, the effective tax rate (ETR) was ( 1.4 )% for the nine-month period ended

September 30, 2025, compared to the U.S.

federal statutory rate of 21 %.

The difference between the Company’s ETR and the statutory

rate was primarily driven by the following significant reconciling items:

valuation allowance on federal, state, and foreign deferred tax assets:

As the Company continues

to project that it is not more likely than not that deferred tax assets will be realized,

no tax benefit was recognized on current quarter losses or deductible temporary differences;

(ii) Non-deductible

permanent items, including meals & entertainment, officer compensation under IRC §162(m),

and penalties, which increased the statutory rate differential;

(iii) Absence

of discrete benefits from foreign tax credit (FTC) utilization;

tax rate changes or deferred remeasurement items were recorded in the quarter;

(v) Inclusion

of an RTP adjustment related to prior year tax estimates.

a result, despite incurring a pre-tax loss during the nine months ended September 30, 2025, the Company recorded an income tax expense of $ 69 .

Company also notes that the prior year December 31, 2024, effective tax rate was 29.75 %, primarily due to a discrete gain on the sale

of a subsidiary that generated taxable income and allowed the Company to utilize previously reserved capital loss and net operating loss

carryforwards, resulting in a partial release of the valuation allowance.

No such income or attribute utilization occurred in the current

Additionally,

due to earnings volatility and the non-reliability of full-year forecasted income, management concluded it was not practicable to estimate

a reliable annual effective tax rate.

As such, the Company applied the discrete method under ASC 740-270-30-18 to calculate the interim

income tax provision.

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

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 nine months ended September 30, 2025.

The Company will continue to evaluate the impact of these provisions on its future consolidated

financial statements.

DISCONTINUED OPERATIONS

of Electrical Infrastructure Segment

October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”),

by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”).

to the terms of the Equity Purchase Agreement, the Company agreed to:

4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover Interests”) in exchange

for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common

units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of PCEP other than the Rollover Interests 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.

As of December 31,

2024, the Company recorded a consideration due to the Buyer of $ 3,347 related to a net working capital adjustment.

On April 16, 2025,

the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147 reduction in the

consideration due to the Buyer, which is included as a component of discontinued operations during the nine months ended September 30,

During the nine months ended September 30, 2025, the Company paid the remaining $ 2,200 consideration to the Buyer.

Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial

results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements

of operations for the three and nine months ended September 30, 2025.

Operation Financial Information

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

of operations for the three and nine months ended September 30, 2025, and 2024:

SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION

For the Three

Cost of goods sold

Operating expenses

general and administrative

operating expenses

Operating loss from discontinued

Interest (income) expense

Loss (gain) on sale of business, net of

Other expense

(loss) income from discontinued operations

Outstanding as of March 31, 2026

Exercisable as of March 31, 2026

compensation expense recorded for the three months ended March 31, 2026, and 2025, was approximately $ 10 and $ 13 , respectively.

March 31, 2026, there was $ 14 of stock-based compensation expense remaining to be recognized in the condensed consolidated statements

of operations over a weighted average remaining period of 0.4 years.

EQUITY-METHOD INVESTMENT

disclosed in Note 8 – Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP.

the transaction, the Company retained an equity interest in Pioneer Investment LLC via the issuance of Rollover Units.

During the three

and nine months ended September 30, 2025, the Company recorded a loss from equity method investee of $ 438 and $ 198 , respectively, which

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

During the three months ended September 30,

2025, the Company received a cash dividend of $981 from the equity method investee which has been recorded as a reduction in the investment

The Company applies the cumulative earnings approach to classify distributions received from equity method investments in its

unaudited condensed consolidated statements of cash flows.

Under this method, distributions received from equity method investees are

included in the Company’s unaudited condensed 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 loss.

In such cases, the excess distributions

are considered returns of investment and are classified as investing activities.

As of September 30, 2025, the Company’s cumulative

distributions were $981, and the Company’s share of cumulative equity in the investee’s net loss was $198.

As such, the cash

distribution received during the three months ended September 30, 2025, was classified as investing activity in the unaudited condensed

consolidated statements of cash flows.

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

October 29, 2024, in connection with the sale of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products

(“PCEP”), to Voltaris Power, LLC (“Voltaris”), the Company retained an indirect equity interest in Voltaris

through Rollover Common Units of Pioneer Investment LLC (the “Investment”).

The Company accounts for the Investment under

the equity method in accordance with ASC 323.

The Company reports its share of investee results on a one-quarter lag;

accordingly, the

Company’s share of investee earnings or losses for the three months ended March 31, 2026, reflects investee results for the three

months ended December 31, 2025.

February 27, 2026, the Company exercised its preemptive rights and funded $ 226 in cash to subscribe for its pro-rata share of a new class

of senior preferred interests (the “Preferred Interests”) in the Investment.

The Preferred Interests have senior distribution

priority and a stated return threshold equal to the greater of a 20 % Internal Rate of Return (“IRR”) (compounded quarterly) or 2.0x Multiple on Invested Capital (“MOIC”), are non-voting, and are

redeemable at the issuer’s option.

The Company’s pro-rata common unit ownership was unchanged during the three months ended

March 31, 2026.

The Company’s Preferred Interests subscription has been recorded as an additional capital contribution to the Investment.

the three months ended March 31, 2026, and 2025, the Company recognized a loss from the Investment of $ 644

respectively, which is included in other expense in the unaudited condensed consolidated statements of operations.

As of March 31,

2026 and December 31, 2025, the carrying value of the Investment was $ 0

and $ 418 , respectively, and the Company has suspended further loss recognition in accordance with ASC 323-10-35-20.

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

during each such period.

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

Diluted earnings (loss) 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 (loss) earnings per share is as follows (in thousands, except per share data):

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

In periods of net loss, diluted loss per share is

computed using the same number of weighted-average shares as basic loss per share, as the inclusion of potentially dilutive securities

would be anti-dilutive.

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

OF RECONCILIATION BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

For the Three

Loss from continuing

income from discontinued operations, net of income taxes

from discontinued operations, net of income taxes

Weighted average common shares outstanding

4 unchanged sentences

Loss per share from continuing

earnings per share from discontinued operations

Basic loss per share

per share from discontinued operations

Basic loss per

Diluted (loss) earnings per share:

Loss per share from continuing

earnings per share from discontinued operations

per share from discontinued operations

Diluted loss per share

following securities were excluded from the calculation of diluted earnings per share from continuing operations because their inclusion

would have been anti-dilutive:

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

1 unchanged sentence

Stock options

following securities were excluded from the calculation of diluted earnings per share from discontinued operations because their inclusion

would have been anti-dilutive:

For the Three

Stock options

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

1 unchanged sentence

the Company, manages resource allocations and measures performance of the Company’s single operating segment, Critical Power Solutions.

The Critical Power Solutions reportable segment is the Company’s Titan business unit.

The Critical Power Solutions segment provides

mobile high-capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure

fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations

during times of emergency.

The Critical Power Solutions reportable segment is the Company’s Titan Energy Systems, Inc.

business unit.

The Critical Power Solutions

segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help

customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted

power to operations during times of emergency.

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

2 unchanged sentences

to monitor actual results to evaluate the performance of the segment versus the forecasted targets.

The segment assets are equal to the

The segment assets are equal to total

assets presented in the unaudited condensed consolidated balance sheets.

1 unchanged sentence

expenses and research and development expenses, are disclosed in the unaudited condensed consolidated statements of operations as a part

of the consolidated net income (loss).

The other segment item that is regularly provided to the CODM includes other income (expense)

which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations.

Other income and (expenses)

consist of interest income and interest (expense), which are disclosed as separate line items in the unaudited condensed consolidated

statements of operations.

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.

See Note 8 - Discontinued

Operations for additional information.

of the consolidated net 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 unaudited condensed consolidated statements of operations.

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

2 unchanged sentences

United States

Approximately

19 % and 17 % of the Company’s revenues during the three months ended September 30, 2025, were made to two customers.

Approximately

45 % and 10 % of the Company’s revenues during the three months ended September 30, 2024, were made to two customers.

Approximately

30 % of the Company’s revenues during the nine months ended September 30, 2025, were made to one customer.

Approximately 22 %, 10 %

and 10 % of the Company’s revenues during the nine months ended September 30, 2024, were made to three customers.

During the three months ended March 31, 2026, the

Company derived 14 % and 11 % of its revenue from two customers.

During the three months ended March 31, 2025, the Company derived 39 % and

11 % of its revenue from two customers.

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

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements