| Item 7.01 |
Regulation FD Disclosure. |
On December 24, 2024, the Company issued a press release announcing the Nasdaq uplisting, which is attached as Exhibit 99.1 hereto.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by reference in such a filing.
On December 26, 2024, Power Solutions International, Inc. (the “Company” or “PSI”) uplisted its common stock to the Nasdaq Stock Market (“Nasdaq”) and began trading on that market. The Company will continue to trade under the symbol PSIX.
In connection with the Company’s listing on Nasdaq, the Company has elected to rely on the controlled company exemptions with respect to the independence of the Board overall as well as members on its Compensation Committee and Nominating and Governance Committee in accordance with Nasdaq Rule 5615(a)(7). Nasdaq rules contain a list of relationships that preclude a determination of director independence. Under the rules, any director who is, or at any time in the past 3 years, was employed by the Company is automatically deemed not independent. Under the Nasdaq interpretation of those rules, “Company” includes any parent or subsidiary.
Weichai America, Corp (“Weichai America”) currently beneficially owns approximately fifty-one percent of the Company’s common stock. Weichai America’s Schedule 13D/A filed with the Commission on April 29, 2019 states that “Weichai Power [Co., Ltd.] is Weichai America’s parent company, and Weichai Power is controlled by SHIG [Shandong Heavy Industry Group Co., Ltd].” In addition, Weichai Power has filed reports with the Hong Kong Stock Exchange indicating that Weichai Group Holdings Limited (“Weichai Group”) is the parent company of Weichai Power. Given this chain of control, the Company has determined that Jiwen Zhang, PSI’s Chairman of the Board, Kui Jiang, Chair of the Nominating & Governance Committee and a member of the Compensation Committee, Gengsheng Zhang, a member of the Nominating & Governance Committee, and Fuzhang Yu, a member of the Compensation Committee, are deemed not to be independent due to their employment by Weichai America, Weichai Power, Weichai Group, and/or SHIG.
Caution Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements regarding the current expectations of the Company about its prospects and opportunities. These forward-looking statements are entitled to the safe-harbor provisions of Section 21E of the Exchange Act. The Company has tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “budgeted,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would,” or similar expressions, but these words are not the exclusive means for identifying such statements. These statements are subject to a number of risks, uncertainties, and assumptions that may cause actual results, performance or achievements to be materially different from those expressed in, or implied by, such statements.
The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements include, without limitation, the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and from time to time in the Company’s subsequent filings with the United States Securities and Exchange Commission (the “SEC”); the impact of the macro-economic environment in both the U.S. and internationally on our business and expectations regarding growth of the industry; uncertainties arising from global events (including the Russia-Ukraine and Israel-Hamas conflicts), natural disasters or pandemics, and their impact on material prices; the effects of strategic investments on our operations, including our efforts to expand our global market share and actions taken to increase sales growth; the ability to develop and successfully launch new products; labor costs and other employment-related costs; loss of suppliers and disruptions in the supply of raw materials; the Company’s ability to continue as a going concern; the Company’s ability to raise additional capital when needed and its liquidity; uncertainties around the Company’s ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company’s uncommitted senior secured revolving credit facility through the exercise by Standard Chartered Bank of its demand right; the impact of rising interest rates; changes in economic conditions, including inflationary trends in the price of raw materials; our reliance on information technology and the associated risk involving potential security lapses and/or cyber-attacks; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company’s products; volatility in oil and gas prices; the impact of U.S. tariffs on imports; the impact of supply chain interruptions and raw material shortages, including compliance disruptions such as the Uyghur Forced Labor Prevention Act (the “UFLPA”) delaying goods from China; the potential impact of higher warranty costs and the Company’s ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company’s plans; the potential effects of damage to our reputation or other adverse consequences if our employees, suppliers, sub-suppliers or other contract parties, agents or business partners violate anti-bribery, competition, export and import, trade sanctions, data privacy, environmental, human rights or other laws; and the impact of unanticipated changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities.
The Company’s forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.