Power Solutions International (PSIX) 8-K Power Solutions International Announces Additional $25 Million Shareholder Loan Agreement With Weichai America

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 14, 2021

Power Solutions International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35944	33-0963637
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Mittel Drive, Wood Dale, Illinois 60191

(Address of Principal Executive Offices, and Zip Code)

(630) 350-9400

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company  ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

Power Solutions International, Inc. (the “Company” or “PSI”) has entered into an additional shareholder’s loan agreement with its majority stockholder, Weichai America Corp. (“Weichai”), dated as of July 14, 2021 (the “Shareholder’s Loan Agreement”). The Shareholder’s Loan Agreement, which matures on May 20, 2022, provides the Company with access to up to $25 million of credit at the discretion of Weichai to supplement the Company’s working capital. The Shareholder’s Loan Agreement is subordinated in all respects to the Company’s existing $130 million uncommitted senior secured revolving credit facility with Standard Chartered Bank.

Borrowings under the Shareholder’s Loan Agreement will incur interest at the applicable London Interbank Offer Rate (“LIBOR”), plus 4.5% per annum. Pursuant to the Shareholder’s Loan Agreement, the Company is restricted from using any loan proceeds to pay any legal expenses where the invoice or budget from a vendor exceeds $500,000 in the aggregate without Weichai’s prior consent. As of July 15, 2021, PSI has borrowed $15 million under the Shareholder’s Loan Agreement.

The foregoing description of the Shareholder’s Loan Agreement is qualified in its entirety by the full text of the Shareholder’s Loan Agreement, which is attached hereto as Exhibits 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 15, 2021, the Company held its 2021 Annual Meeting of Stockholders. All matters submitted for approval by the Company’s stockholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2021 (the “Proxy Statement”), were approved. The number of shares of common stock entitled to vote at the Company’s 2021 Annual Meeting of Stockholders was 22,892,413, representing the number of shares outstanding as of May 17, 2021, the record date for the annual meeting.

Proposal No. 1: Election of Directors

The following nominees were elected to the Board for a one-year term expiring at the Company’s 2022 Annual Meeting, as follows:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Shaojun Sun, Ph.D.		13,889,858		23,353		12,179		2,571,821
Hong He		13,879,398		33,813		12,179		2,571,821
Kenneth W. Landini		13,037,167		875,044		13,179		2,571,821
Xinghao Li		13,867,445		33,569		24,376		2,571,821
Sidong Shao		13,867,441		33,543		24,406		2,571,821
Frank P. Simpkins		13,043,845		868,396		13,149		2,571,821
Guogang Wu		13,867,045		33,939		24,406		2,571,821

Proposal No. 2: Ratification of Appointment of BDO USA, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2021

The ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, was approved as follows:

FOR	AGAINST		ABSTAIN
16,487,728		4,223		5,260

Proposal No. 3: Approval, on an Advisory, Non-binding Basis, the Compensation of the Company’s Named Executive Officers

The Company’s named executive officer compensation was approved on an advisory, non-binding basis, as follows:

FOR	AGAINST		ABSTAIN		BROKER NON-VOTES
13,866,339		42,350		16,701		2,571,821

Item 7.01 Regulation FD Disclosure.

On July 20, 2021, the Company plans to issue a press release announcing the additional Shareholder Loan Agreement, 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.

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 impact of the ongoing COVID-19 pandemic could have on the Company’s business and financial results; 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 timing of completion of steps to address, and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; risks related to complying with the terms and conditions of the settlements with the Securities and Exchange Commission (the “SEC”) and the United States Attorney’s Office for the Northern District of Illinois (the “USAO”); variances in non-recurring expenses; risks relating to the substantial costs and diversion of personnel’s attention and resources deployed to address the internal control matters; the Company’s obligations to indemnify past and present directors and officers and certain current and former employees with respect to the investigations conducted by the SEC and the criminal division of the USAO, which will be funded by the Company with its existing cash resources due to the exhaustion of its historical primary directors’ and officers’ insurance

coverage; 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 from China on the Company’s supply chain; the impact of increasing 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; any negative impacts from delisting of the Company’s common stock par value $0.001 from the NASDAQ Stock Market and any delays and challenges in obtaining a re-listing on a stock exchange; and the risks and uncertainties described in reports filed by the Company with the SEC, including without limitation its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company’s subsequent filings with the SEC. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Shareholder’s Loan Agreement, dated as of July 14, 2021, between the Company and Weichai America Corp.
99.1	Press Release, dated July 20, 2021, announcing the additional $25 million shareholder loan agreement between the Company and Weichai America Corp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Power Solutions International, Inc.
Dated: July 20, 2021	By:	/s/ Donald Klein
		Name:	Donald Klein
		Title:	Chief Financial Officer