ACORN ENERGY, INC. (Form: S-1/A, Received: 06/04/2019 17:05:09)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Acorn Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

7371

22-2786081

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1000 N West Street, Suite 1200
Wilmington, Delaware 19801
(410) 654-3315

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jan H. Loeb
President and Chief Executive Officer
Acorn Energy, Inc.
1000 N West Street, Suite 1200
Wilmington, Delaware 19801
(410) 654-3315

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Sheldon Krause
Eilenberg & Krause LLP
11 East 44th Street, 19 ^th Floor
New York, New York 10017
(212) 994-4770

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [X]
		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 7(a)(2)(B) of the Securities Act. [ ]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed without notice. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 4 , 2019

Acorn Energy, Inc.

Rights to Purchase Shares of Common Stock
9,975,553 Shares of Common Stock

In the Rights Offering, you will receive one (1) Right for each one (1) share of our Common Stock you held as of 5:00 p.m. Eastern Daylight Time, on June 3 , 2019, the record date for the Rights Offering. If you hold warrants to purchase shares of our Common Stock, you will also receive one (1) Right for each one (1) share of our Common Stock that you could purchase as of 5:00 p.m. EDT on the record date by exercising your warrants. You will not need to exercise your warrants in order to receive Rights.

Each Right will entitle you to purchase 0.312 shares of our Common Stock at a subscription price of $0.24 per whole share. The subscription price was determined by our Board of Directors. We will not issue fractional shares in the Rights Offering. You will not receive any Rights in our Rights Offering unless you held , as of 5:00 p.m. EDT on the record date, shares of our Common Stock or warrants to purchase shares of our Common Stock.

You may exercise your Rights at any time beginning on the effective date of this prospectus and before the expiration of the Rights Offering, on June 24 , 2019, at 5:00 p.m., Eastern Daylight Time, which is [ ] calendar days after the effective date of this prospectus, unless we extend the Rights Offering period, as determined at our sole discretion, for up to eight calendar days.

We reserve the right to cancel the Rights Offering for any reason at our sole discretion any time before the expiration date. If we cancel the Rights Offering, any and all subscription payments that have been received by our Subscription Agent will be returned as soon as reasonably possible, without interest or penalty.

American Stock Transfer & Trust Company, LLC (referred to in this prospectus as the “Subscription Agent”) will serve as the Subscription Agent for the Rights Offering. The Subscription Agent will hold in escrow the funds we receive from subscribers until we complete or cancel the Rights Offering.

D.F. King & Co., Inc. (referred to in this prospectus as the “Information Agent”) will act as our Information Agent in connection with the Rights Offering. You may contact them directly with any questions or comments toll-free at 866-388-7535 .

We are directly offering the Rights and the shares of Common Stock issuable upon exercise of the Rights. We have not engaged the services of any underwriters or selling agents. We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock issuable upon exercise of the Rights.

We have entered into a Backstop Agreement with certain Backstop Purchasers, pursuant to which the Backstop Purchasers have agreed to exercise in full all of the Rights issued to them and their affiliates, and, upon expiration of the Rights Offering, to purchase from the Company any and all shares of Common Stock that other securityholders do not subscribe for in the Rights Offering. The offer and sale of the shares issuable to the Backstop Purchasers and their affiliates (including Jan H. Loeb, our President and Chief Executive Officer and one of our Directors who is the sole manager of one of the Backstop Purchasers) is not covered by the registration statement of which this prospectus forms a part and are being offered in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. These privately offered shares are included in the aggregate of the 9,975,553 shares of Common Stock offered in the Rights Offering.

Our Common Stock is traded on the OTCQB market under the symbol ACFN. The shares of Common Stock that we issue in connection with the Rights Offering will also trade on the OTCQB market under the same symbol. The Rights will not be listed for trading on the OTCQB market or any other stock exchange or market. On June 3 , 2019, the last reported sale price for our Common Stock was $ 0.2925 per share. As of the record date for the Rights Offering, our company had 29,615,786 shares of Common Stock issued and outstanding, and warrants to purchase 2,357,142 shares of our Common Stock held by warrantholders who will receive Rights.

Neither our Board of Directors nor our management has made any recommendations regarding the exercise of your Rights. You may not revoke or revise any exercises of Rights once made, unless we cancel or make a fundamental change to the terms and conditions of the Rights Offering. You should carefully read this entire prospectus and all information that we incorporate by reference before you make any investment decision. See the section in this prospectus under the caption: “Incorporation of Certain Information by Reference.” Investing in our Common Stock involves certain risks. See “Risk Factors” beginning on page 14 to read about factors you should consider before exercising your Rights.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2019.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	ii

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	ii

PROSPECTUS SUMMARY	1

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING	8

RISK FACTORS	14

USE OF PROCEEDS	18

THE BACKSTOP AGREEMENT	19

CAPITALIZATION	20

THE RIGHTS OFFERING	21

PLAN OF DISTRIBUTION	28

DESCRIPTION OF OUR COMMON STOCK	29

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	29

LEGAL MATTERS	33

EXPERTS	33

WHERE YOU CAN FIND MORE INFORMATION	33

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	34

ABOUT THIS PROSPECTUS

In considering any decision regarding an investment in the shares of our Common Stock which are the subject of this prospectus, you should rely only upon the information contained in this prospectus and the information that we incorporate by reference into this prospectus. We have not authorized any persons to provide you with information which is different from the information contained in this prospectus or the information that we incorporate by reference into this prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that you may obtain from other sources. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Any and all information that we incorporate by reference is accurate only as of the date of the referenced document so incorporated.

This prospectus is an offer to sell only the securities that are offered hereby, and only where it is lawful to do so. This prospectus does not offer to sell, or ask for offers to buy, any shares of our Common Stock in any state or jurisdiction (within or outside the United States) where it would not be lawful or where the person making the offer is not qualified to do so.

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Please carefully read both this entire prospectus together with all information that we incorporate by reference. See the section of this prospectus under the caption: “Incorporation of Certain Information by Reference.”

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Acorn Energy,” “Acorn,” “the Company,” “we,” “us,” “our,” and similar references refer to Acorn Energy, Inc. and its subsidiaries. References in this prospectus to “Subscription Agent” refer to American Stock Transfer & Trust Company, LLC. References in this prospectus to “Information Agent” refer to D.F. King & Co., Inc .

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate by reference into this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about the us and our subsidiaries. We intend the coverage of our forward-looking statements to be within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” or “anticipates” or the negative form of these terms or comparable qualifying words. The basis for our forward-looking statements includes our current expectations and a number of known and unknown risks and uncertainties that could cause actual outcomes to differ materially from our forward-looking statements. We caution readers not to place undue reliance on our forward-looking statements. In light of inherent uncertainties in forward-looking statements, the reader should not interpret inclusion of these statements as any representation by us or any other person that we will achieve or accomplish any of the matters expressed within the scope of any of our forward-looking statements. We assume no obligation to publicly update or revise our forward-looking statements or to advise of any changes regarding the basis of our assumptions and other factors relating to the forward-looking statements.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before making any decision to invest in our Common Stock. Prior to making any investment decision, we encourage you to read the entire prospectus carefully, including the risks discussed in the “Risk Factors” section, as well as risk factors incorporated into this prospectus by reference to other documents. We also encourage you to review our financial statements and the other information that we provide in our periodic reports and other documents that we file with the SEC, as described under the caption: “Where You Can Find More Information.”

Our Company

Acorn Energy, Inc. is a holding company focused on technology driven solutions for energy infrastructure asset management. We provide the following services and products through our OmniMetrix ^TM , LLC subsidiary:

	●	Power Generation (“PG”) monitoring. OmniMetrix’s PG activities provide wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications.

	●	Cathodic Protection (“CP”) monitoring. OmniMetrix’s CP activities provide for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies.

Our Common Stock is traded on the OTCQB market under the symbol ACFN. The address of our principal executive office is 1000 N West Street, Suite 1200, Wilmington, Delaware 19801.

The Rights Offering

Securities Offered

We are distributing, at no charge, to holders of our outstanding Common Stock and to holders of certain outstanding warrants to purchase shares of our Common Stock, non-transferable subscription rights (which we refer to as the “Rights”) to purchase in the aggregate up to 9,975,553 shares of our Common Stock, $0.01 par value per share. You will receive one (1) Right for each one (1) share of our Common Stock you held as of 5:00 p.m. EDT on the record date. If you hold warrants to purchase shares of our Common Stock, you will also receive one (1) Right for each one (1) share of our Common Stock that you could purchase as of 5:00 p.m. EDT on the record date by exercising your warrants. You will not need to exercise your warrants in order to receive Rights. Each Right will entitle you to purchase 0.312 shares of our Common Stock.

*Subscription Price*		The subscription price is $0.24 per whole share, payable in cash. The subscription price was determined by our Board of Directors based upon a discount to the closing price of our Common Stock on the record date of $0.2925 . To be effective, any payment related to the exercise of a Right must be received by the Subscription Agent before the expiration of the Rights Offering as described below.

		After the date of this prospectus, our Common Stock may trade at prices below the subscription price. In that event, our Board of Directors may change the subscription price of this offering or determine to cancel or otherwise alter the terms of the Rights Offering.

*Subscription Right*		Each Right will entitle you to purchase 0.312 shares of our Common Stock at a subscription price of $0.24 per whole share. See the section in this prospectus under the caption: “The Rights Offering—The Rights.”

*Record Date*		5:00 p.m., Eastern Daylight Time, on June 3 , 2019.

*Expiration of the Offering Period*		5:00 p.m., Eastern Daylight Time, on June 24 , 2019 which is [ ] calendar days after the effective date of this prospectus. We may extend, in our sole discretion, the expiration of the offering period for exercising your Rights for a period not to exceed eight calendar days.

*No Fractional Shares*		We will not issue any fractional shares in the Rights Offering. You may only exercise your Rights to purchase shares in whole numbers.

*Use of Proceeds*		We intend to use the net proceeds from the Rights Offering to finance our contemplated reacquisition of the outstanding 20% minority interest in our OmniMetrix LLC subsidiary and to support the growth of our OmniMetrix business, with any net proceeds not so utilized to be used for general working capital purposes. See the section in this prospectus under the caption: “Use of Proceeds.”

*Non-transferability of Rights*		The Rights that we issue in the Rights Offering may not be sold, transferred or subject to any other disposition. See the section in this prospectus under the caption: “The Rights Offering—Non-transferability of Rights.”

*No Board Recommendation*		Our Board of Directors is making no recommendation regarding your exercise of the Rights. You should carefully consider all relevant facts and circumstances in determining whether or not to exercise your Rights. See the section in this prospectus under the caption: “Risk Factors” for a discussion of some of the risks related to exercising your Rights and investing in our Common Stock.

*No Revocation*		Except in the event we make a fundamental change to the terms and conditions of our Rights Offering, your exercise of Rights will be irrevocable, even if you later change your mind about exercising your Rights. The irrevocability of your exercise will apply even if new information comes to your attention or if the market price of our Common Stock falls below the subscription price of $0.24 per whole share. Your exercise of the Rights will also remain irrevocable if the authorized period for the Rights Offering is extended by our Board of Directors. You should not exercise your Rights unless you are certain that you wish to purchase shares of our Common Stock at the subscription price of $0.24 per whole share.

*Extension*		We reserve the right to extend the Rights Offering period for a period not to exceed eight calendar days. If we decide to extend the Rights Offering period, we will issue a press release announcing the extension in advance of the expiration of the Rights Offering period. We may also extend the duration of the Rights Offering period if applicable law or regulations require us to do so. Our Board of Directors has broad discretion regarding any and all determinations whether or not to extend the Rights Offering period. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

*Cancellation*		Our Board of Directors may at its sole discretion cancel the Rights Offering at any time before the expiration of the Rights Offering period. If we cancel the Rights Offering, we will issue a press release notifying all of our securityholders of the cancellation. If we cancel the Rights Offering, the Subscription Agent will promptly return all subscription payments, without interest or penalty, as soon as reasonably possible after the cancellation date. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

*Amendment*		Our Board of Directors reserves the right to amend or modify the terms of the Rights Offering. The amendments or modifications may be made for any reason. These changes may include, for example, changes to the subscription price or other matters that may induce greater participation by our securityholders in the Rights Offering. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

*Fundamental Changes*		If we make any fundamental change to the terms of the Rights Offering after the date of effectiveness of this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included and offer subscribers the opportunity to cancel their subscriptions. In such event, if you have subscribed to purchase shares in the Rights Offering and request a refund, we will issue the refund to you and recirculate an amended prospectus after the post-effective amendment is declared effective with the SEC. If we extend the expiration date of the Rights Offering period in connection with any post-effective amendment, we will allow holders of Rights a reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the amended prospectus that will form a part of the post-effective amendment registration statement. In such event, we will issue a press release announcing the changes to the Rights Offering and the new expiration date. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

*Procedures for Exercising Rights*		To exercise your Rights, you must complete the Rights certificate and deliver the certificate to the Subscription Agent before the expiration of the offering period. Your subscription must include full payment for the exercise of all of your Rights that you wish to exercise. For details regarding the procedure and requirements for exercising your Rights, see the section in this prospectus under the caption: “The Rights Offering—Method of Exercising Rights”

		You may deliver the subscription documents and payments by mail or overnight commercial carrier. If regular mail is used for this purpose, we recommend that you use registered mail, properly insured, with return receipt requested.

*Brokerage Account Stockholders*		If you are a beneficial owner of shares that are registered in the name of a broker, dealer, bank or other nominee, and you wish to participate in the Rights Offering, you should immediately instruct your broker, dealer, bank or other nominee to exercise your Rights on your behalf and deliver all required documents and payment before the expiration of the Rights Offering period.

*Guaranteed Delivery Procedures*		If you are not able to deliver your Rights certificate to the Subscription Agent before the expiration of the Rights Offering period, you may follow the procedures that we describe in the section of this prospectus under the caption: “The Rights Offering—Guaranteed Delivery Procedures.”

*Minimum Subscription Requirement*		We have not set any minimum subscription amount. You may exercise your Rights in the full amount of your allocation or in any partial amount that you determine. You may also choose not to exercise any of your Rights.

*No Obligation to Participate in the Rights Offering*		You are under no obligation to exercise your Rights to subscribe for any shares in the Rights Offering. If you choose not to participate in the Rights Offering, you do not have to take any special action to decline to participate.

*Backstop Purchasers*		We have entered into a Backstop Agreement with Leap Tide Capital Management LLC (“Leap Tide”), Michael Osterer (one of our Directors), and Gary Mohr (one of our Directors and, together with Leap Tide and Mr. Osterer, the “Backstop Purchasers”), pursuant to which the Backstop Purchaser s have agreed to exercise in full all of the Rights distributed to them for the shares of Common Stock beneficially own ed by them and their affiliates, and, upon expiration of the Rights Offering, to purchase from the Company (directly or through an affiliate), at the price per share equal to the subscription price of $0.24 per share, any and all shares of Common Stock that other securityholders do not subscribe for in our Rights Offering (“Unsubscribed Rights Shares”), subject to the respective terms, conditions and limitations agreed to by each of the Backstop Purchasers pursuant to the Backstop Agreement. Jan H. Loeb, our President and Chief Executive Officer and one of our Directors , is the sole manager of Leap Tide.

*Backstop Agreement*		We have entered into a Backstop Agreement with the Backstop Purchasers. The Backstop Purchasers’ obligations under the Backstop Agreement are subject to various conditions as described in the section of this prospectus under the caption “The Backstop Agreement.”

*Commitments to Exercise Rights in Full*		Pursuant to the Backstop Agreement, each of the Backstop Purchasers has agreed to exercise in full all of the Rights distributed to them for the shares of Common Stock beneficially own ed by them and their affiliates (including Jan H. Loeb, our President and Chief Executive Officer and one of our Directors, who is the sole manager of one of the Backstop Purchasers).

*Backstop Commitments*		Subject to the terms and conditions set forth in the Backstop Agreement, the Backstop Purchasers have agreed to purchase from us, following the completion of the Rights Offering, any and all of the Unsubscribed Rights Shares. The Backstop Agreement provides that, first, the three Backstop Purchasers shall each purchase one-third of the first $300,000 of aggregate subscription price of Unsubscribed Rights Shares, and that Leap Tide shall then purchase any and all remaining Unsubscribed Rights Shares , thus assuring the sale of all Unsubscribed Rights Shares.

*The Backstop Closing*		Under the terms of the Backstop Agreement, t he transactions contemplated by the Backstop Agreement are to close within four business days following the completion of the Rights Offering .

*Backstop Consideration*		The Backstop Purchasers will not receive any compensation or other consideration for entering into the Backstop Agreement or consummating the transactions contemplated by the Backstop Agreement.

*Backstop Purchasers’ Share Ownership*		As of the record date for the Rights Offering: (1) Leap Tide beneficially owned less than 1% of our Common Stock, and Mr. Loeb beneficially owned approximately 5.4 % of our Common Stock (including all of the shares beneficially owned by Leap Tide); (2) Michael Osterer beneficially owned approximately 6.1 % of our Common Stock; and (3) Gary Mohr owned less than 1 % of our Common Stock.

*Exclusion from Registration of S hares Offered to the Backstop Purchasers and their Affiliates*		The offer and sale of the shares issuable to the Backstop Purchasers and their affiliates (including Jan H. Loeb, our President and Chief Executive Officer and one of our Directors, who is the sole manager of one of the Backstop Purchasers) is not covered by the registration statement of which this prospectus forms a part and are being offered in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. These privately offered shares are included in the aggregate of the 9,975,553 shares of Common Stock offered in the Rights Offering.

*Registration Rights*		We have entered into a Registration Rights Agreement with the Backstop Purchasers (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, Backstop Purchasers holding an aggregate of at least one million shares of our Common Stock may request that we register for resale the shares purchased by the Backstop Purchasers pursuant to the Backstop Agreement.

*Shares of Common Stock Outstanding as of the Record Date*		29,615,786 shares of our Common Stock were outstanding as of the record date.

*Warrants Outstanding as of the Record Date f or which Warrantholders Will Receive Rights*		As of the record date, we had outstanding warrants to purchase 2,357,142 shares of our Common Stock for which the warrantholders will receive Rights.

*Shares of Common Stock Outstanding After Completion of the Rights Offering*		Upon completion of the Rights Offering and issuance of the shares pursuant to the Backstop Agreement, if any, we will have approximately 39,591,339 shares of Common Stock issued and outstanding.

*Delivery of Shares*		Any shares you elect to purchase in the Rights Offering will be delivered to you or your broker as soon as reasonably possible following the closing of the Rights Offering.

*Market for Common Stock*		Our Common Stock trades on the OTCQB market under the symbol ACFN.

*U.S. Federal Income Tax Considerations*		It is the opinion of our outside counsel, Eilenberg & Krause LLP, that the distribution of Rights to U.S. holders of our Common Stock or of rights to acquire shares of our Common Stock should be treated, for U.S. federal income tax purposes, as a non-taxable distribution under Section 305(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. However, there is a lack of authority addressing the application of the Code to distributions of Rights and your receipt of Rights may be treated as a taxable distribution. We urge you to consult with your own tax advisor regarding the facts and circumstances of your own tax situation. See, “Risk Factors—The receipt of Rights may be treated as a taxable distribution to you.” See also, “Material U.S. Federal Income Tax Consequences.”

*Subscription Agent*		American Stock Transfer & Trust Company, LLC, will act as our Subscription Agent in connection with the Rights Offering. You may contact them directly with any questions or comments toll-free at 877-248-6417 .

*Information Agent*		D.F. King & Co., Inc., will act as our Information Agent in connection with the Rights Offering. You may contact them directly with any questions or comments toll-free at 866-388-7535.

*Foreign Holders of Registered Common Stock Certificates*		The Subscription Agent will not mail Rights certificates to you if your address is outside the United States or if you have an Army Post Office or a Fleet Post Office address. Foreign securityholders will receive written notice of the Rights Offering. The Subscription Agent will hold the Rights to which those subscription certificates pertain for those securityholders’ accounts until instructions are received to exercise the Rights, subject to applicable law.

*Risk Factors*		If you are considering making an investment by exercising Rights in the Rights Offering, you should carefully read the risks and other information set forth in this prospectus in the section under the caption: “Risk Factors” beginning on page 14 of this prospectus. You should also carefully review the documents incorporated by reference into this prospectus, and the risks that we discuss in other sections of this prospectus.

*Questions*		We answer some of the common questions that we anticipate securityholders may ask about the Rights Offering in the section below. See the section in this prospectus under the caption: “Questions and Answers About the Rights Offering.” You may also contact the Information Agent if you have any questions at: 866-388-7535 .

*Escrow of Funds*		The Subscription Agent will hold in escrow the funds we receive from subscribers until we complete or cancel the Rights Offering. If you are the record holder of your shares, or if you hold warrants, and you wish to participate in the Rights Offering, you must submit all of your subscription documents to the Subscription Agent in a timely manner and assure receipt of payment by the Subscription Agent prior to the expiration of the Rights Offering.

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

The following are examples of common questions that we expect to receive from securityholders and their representatives regarding our Rights Offering. The following questions and answers are inherently limited in scope and do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents that we incorporate by reference herein contain many details regarding the terms and conditions of our Rights Offering and provide additional information about us and our business, including potential risks related to subscribing for shares in our Rights Offering, the shares of our Common Stock and our business.

What is the Rights Offering?

The Rights Offering is our distribution, at no charge, to holders of our outstanding Common Stock and to holders of certain outstanding warrants to purchase shares of our Common Stock, of non-transferable Rights to purchase additional shares of our Common Stock. The price for exercise of the Rights and subscription for the purchase of shares of our Common Stock is $0.24 per whole share, which was set by our Board of Directors based on a discount to the closing market price of our Common Stock on the record date of $0.2925 . There is no charge to securityholders related to the distribution of the Rights. All references in this prospectus to the Rights Offering subscription price of $0.24 per share refer to the price per whole share.

Why are we conducting the Rights Offering?

We are conducting the Rights Offering to finance our contemplated reacquisition of the outstanding 20% minority interest in our OmniMetrix LLC subsidiary and to support the growth of our OmniMetrix business, with any net proceeds not so utilized to be used for general working capital purposes. See the section of this prospectus under the caption: “Use of Proceeds.”

Who may participate in our Rights Offering?

Only securityholders of our Company as of 5:00 pm Eastern Daylight Time on the record date of June 3 , 2019, may participate in the Rights Offering.

How many Rights will I receive?

We will grant you one (1) Right for each one (1) share of our Common Stock you held as of 5:00 p.m. Eastern Daylight Time, on June 3 , 2019, the record date for the Rights Offering. If you hold warrants to purchase shares of our Common Stock, you will also receive one (1) Right for each one (1) share of our Common Stock that you could purchase as of 5:00 p.m. EDT on the record date by exercising your warrants. You will not need to exercise your warrants in order to receive Rights. Each Right will entitle you to purchase 0.312 shares of our Common Stock at a subscription price of $0.24 per whole share. At your own choosing, you may exercise some or all of your Rights. You may also elect not to exercise any Rights at all.

How many warrantholders are receiving Rights?

Under the terms of certain of our outstanding warrants, the warrantholders have the right to receive the Rights being distributed in the Rights Offering, based on the number of shares of our Common Stock they could purchase as of the record date by exercising their warrants. As of the record date, we had outstanding warrants to purchase 2,357,142 shares of our Common Stock for which the warrantholders will receive Rights. Warrantholders will not need to exercise their warrants in order to receive Rights.

Will fractional shares of Common Stock be issued upon exercise of the Rights?

No. We will not issue fractional shares of Common Stock. If you exercise your Rights in a manner that would result in the issuance of fractional shares , the number of shares that you may purchase will be rounded down to the nearest share.

What if I own my stock through a brokerage account or similar nominee account?

If you hold your shares in the name of a broker, dealer, bank or other nominee and you wish to participate in the Rights Offering and purchase shares of our Common Stock, please contact your broker, dealer, bank or other nominee as soon as possible. You should complete and return to your nominee the form captioned “Beneficial Owner Election Form” or other form supplied by your nominee. You should receive the form from your broker, dealer, bank or other nominee with the other Rights Offering materials. We assume no responsibility in respect of the timely administration of your broker, dealer, bank or other nominee to perform its obligations on your behalf.

How was the subscription price determined?

The subscription price of $0.24 per share was determined by our Board of Directors on the basis of a discount to the closing price of our Common Stock on the record date of $0.2925 . In making its determination, the Board considered many factors, including the historical and current trading prices of our Common Stock, as well as current trends and conditions in capital markets. The subscription price was not determined on the basis of any investment bank or third-party valuation that was commissioned by our company. The Board of Directors reserves the right, exercisable in its sole discretion, to change the subscription price of the Rights Offering or determine to cancel or otherwise alter the terms of the Rights Offering. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

May I transfer my Rights?

No. The Rights are not transferable by you. You may not sell, give away or otherwise transfer your Rights. However, Rights may be assigned to family members or family trusts. The Rights are also subject to transfer by operation of law (such as testate or intestate succession). The sale of any of your shares of Common Stock prior to the expiration of the Rights Offering period will not result in the transfer of any Rights.

Are there any limitations on the number of my Rights that I may exercise?

There are no restrictions on the number of your Rights that you may exercise. At your own choosing, you may exercise some or all of your Rights. You may also elect not to exercise any Rights at all.

When can I exercise my Rights?

You may exercise your Rights at any time commencing on the effective date of this prospectus and ending at the expiration time and date of the Rights Offering period, at 5:00 p.m. Eastern Daylight Time on June 24 , 2019, which is [ ] calendar days after the effective date of this prospectus. If you elect to exercise any Rights, the Subscription Agent must receive all documents from you completely and properly completed, and your payment must fully clear, before the expiration of the offering period.

If your subscription exercise documentation is received by the Subscription Agent after the expiration of the Rights Offering period, we may, in our sole discretion, make an accommodation to accept your subscription, but we shall not be under any obligation to do so.

See the section in this prospectus under the caption: “The Rights Offering” for further information regarding the requirements and procedures for exercising your Rights.

If you hold your shares through a broker, dealer, bank, or other nominee, your broker, dealer, bank or other nominee holder may impose separate deadlines prior to the expiration of the Rights Offering. In such case, if you wish to participate in the Rights Offering, we urge you to contact your broker, dealer, bank, or other nominee and coordinate all procedures with them as soon as reasonably possible.

How do I exercise my Rights?

If you wish to participate in the Rights Offering, you must deliver to the Subscription Agent before the expiration of the Rights Offering, all of the following which the Subscription Agent must receive (and funds must clear) prior to 5:00 p.m., Eastern Daylight Time, on June 24 , 2019, which is [ ] calendar days after the effective date of this prospectus:

	1.	Your payment for exercise of the Rights. See the section in this prospectus under the caption: “The Rights Offering—Method of Exercising Rights” and “The Rights Offering—Form of Payment.”

	2.	Your complete and fully executed Rights certificate.

If you cannot deliver your Rights certificate to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus in the section under the caption: “The Rights Offering—Guaranteed Delivery Procedures.”

If you hold your shares through your broker, dealer, bank or other nominee, complete and return to such broker, dealer, bank or other nominee the form captioned: “Beneficial Owner Election Form” or use the forms provided to you by your broker, dealer, bank or other nominee in accordance with their stated procedures and prior to their stated deadlines.

Where do I deliver my forms and the payment for exercise of the Rights?

If your shares are held in the name of a broker, dealer, bank or other nominee, then you must coordinate with your broker, dealer, bank or other nominee regarding delivery of your subscription documents, Rights certificate, notice of guaranteed delivery (if applicable) and your subscription payment.

If you are a stockholder of record, or hold warrants, and you wish to exercise your Rights, then you must send your subscription documents, Rights certificate, notices of guaranteed delivery (if applicable) and subscription payment to the Subscription Agent at the following address:

If delivering by registered first class mail:

If delivering by hand, express mail, courier, or other expedited service:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15 ^th Avenue

Brooklyn, New York 11219

All deliveries to the Subscription Agent should only be made by registered first class mail or by hand, express mail, courier or other expedited service. Please allow adequate time for delivery of your subscription to the Subscription Agent by you or by your broker, dealer, custodian bank or other nominee, as applicable.

We do not take any responsibility for completion of your subscription documents, Rights certificate and payment to the Subscription Agent or, if you are not a record holder to your broker, dealer, custodian bank or other nominee. If you wish to exercise your Rights, please assure that you properly complete all documents and that you provide responses to all requested information. If you have any questions or comments regarding completion of the materials, please contact the Information Agent.

If the payment you remit does not cover the total purchase price for the number of shares of Common Stock for which you are subscribing, or if the number of shares of Common Stock for which you are subscribing is not properly specified, then the funds will be applied to the exercise of Rights only to the extent of the payment actually received by the Subscription Agent.

After I deliver my payment and Rights certificate, may I cancel my exercise of Rights?

No. Except in the event we make a fundamental change to the terms and conditions of the Rights Offering, all exercises of Rights are irrevocable, even if you later change your mind. The irrevocability of your exercise will apply even if new information comes to your attention or if the market price of our Common Stock falls below the Rights Offering subscription price of $0.24 per share. Your exercise of the Rights will also remain irrevocable if the authorized period for the Rights Offering is extended by our Board of Directors. See the section in this prospectus under the caption: “The Rights Offering—No Revocation or Change.”

What if I do not exercise my Rights?

In addition to the holders of our 29,615,786 shares of Common Stock outstanding on the record date, we are distributing Rights to holders of outstanding warrants to purchase an additional 2,357,142 shares of our Common Stock. Warrantholders will not need to exercise their warrants in order to receive Rights. As a result, the total number of Rights distributed will exceed the number of shares of our Common Stock outstanding on the record date. This means that even if you exercise all of your Rights, your percentage ownership of our Common Stock will likely decrease and your voting and other equity rights will be diluted by the issuance of shares in the Rights Offering to subscribers and the Backstop Purchasers. The more of your Rights you exercise, the less your voting and other equity rights will be diluted. If you do not exercise your Rights before the expiration of the Rights Offering period your Rights will automatically terminate.

Are there risks in exercising my Rights?

Yes. You must carefully consider all known risks of investment prior to the exercise of your Rights. The risks of investment loss apply to all subscribers. We cannot provide any assurance that the shares of our Common Stock sold at the Rights Offering subscription price of $0.24 per share will in the future maintain their value or increase in value. You should carefully read this entire prospectus and consider all of the risks described in the section of this prospectus under the caption: “Risk Factors.” You should also carefully review documents incorporated by reference into this prospectus. See the section in this prospectus under the caption: “Incorporation of Certain Information by Reference.”

How are the shares of Common Stock delivered?

At the completion of the Rights Offering, we will issue the shares of Common Stock in book-entry form to each subscriber. We will not issue any stock certificates. If you are a holder of record of our Common Stock or hold warrants, shortly after the expiration of the Rights Offering you will receive a statement of ownership from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting the shares of Common Stock that you have purchased in the Rights Offering. If your shares of Common Stock are held in the name of a broker, dealer, bank or other nominee, your shares of Common Stock will be issued to the same account. You may request a statement of ownership from the broker or nominee following the completion of the Rights Offering.

Will my subscription payment be refunded to me if the Rights Offering is not completed?

Yes. If the we do not complete the Rights Offering, all subscription payments received by the Subscription Agent will be returned, without penalty or interest, as soon as reasonably possible. If you hold your shares of Common Stock through your broker, dealer, bank or other nominee, the Subscription Agent will return the payment to the broker, dealer, bank or other nominee holding your shares.

If I live outside the United States does that affect my exercise of Rights?

For purposes of assuring that we will not breach the laws of any country outside of the United States, we will not mail this prospectus or the Rights certificates to securityholders whose addresses are outside the United States or who have an army post office or foreign post office address. The Subscription Agent will hold the Rights certificates on behalf of such securityholders. If you live outside of the United States and wish to exercise your Rights, you must notify the Subscription Agent on or before 5:00 p.m., Eastern Daylight Time, on June 19 , 2019, which is three business days prior to the expiration date of the Rights Offering. See the section in this prospectus under the caption: “The Rights Offering—Foreign Stockholders.”

Will any fees or charges apply to me if I exercise my Rights?

If you wish to exercise your Rights, the only cost to you will be the payment of the subscription price for purchase of the Rights Offering shares. We will not charge any fees or commissions in connection with the issuance of the Rights to you or the exercise of your Rights for Rights Offering shares. If you hold your shares of Common Stock through your broker, dealer, bank or other nominee, you may be required to pay the broker or nominee certain service or administration fees in connection with the exercise of your Rights. Please check with your broker, dealer, bank or other nominee in such regard. We are not responsible for covering or reimbursing any such fees.

What are the U.S. federal income tax consequences of exercising Rights?

It is the opinion of our outside counsel, Eilenberg & Krause LLP, that for U.S. federal income tax purposes, our U.S. securityholders should not be subject to recognition of income or loss in connection with the receipt or exercise of Rights. However, there is a lack of authority directly addressing the application of the Internal Revenue Code to distributions of Rights and your receipt of Rights may be treated as a taxable distribution. We therefore recommend that you consult with your own tax advisor regarding your own specific tax situation and to assess the potential adverse tax consequences resulting from the receipt and exercise of Rights and the receipt, ownership and disposition of Common Stock. See, “Risk Factors—The receipt of Rights may be treated as a taxable distribution to you.” See also, “Material U.S. Federal Income Tax Consequences.”

Will our directors, officers, or any significant stockholders participate in the Rights Offering?

Our directors and officers who own shares of our Common Stock as of the record date will be eligible to participate in the Rights Offering. Pursuant to the Backstop Agreement, Michael Osterer (one of our Directors) and Gary Mohr (one of our Directors) have agreed to exercise in full all of the Rights distributed for the shares of Common Stock that they beneficially own. In addition, Jan H. Loeb, our President and CEO and the sole manager of Backstop Purchaser Leap Tide, has agreed to exercise all of his Rights in full. Other than these three officers and directors, we have not received any indication from any of our directors, officers or other stockholders as to whether they plan to subscribe for shares of our Common Stock in the Rights Offering.

How many shares of our Common Stock will be outstanding after the Rights Offering?

As of the record date, we had 29,615,786 shares of our Common Stock issued and outstanding. We are offering up to 9,975,553 shares of Common Stock in the Rights Offering. In reliance on the Backstop Agreement, we expect to issue all of the shares of Common Stock in the Rights Offering. We therefore anticipate that if we complete the Rights Offering, we will have an aggregate of 39,591,339 shares of Common Stock issued and outstanding following completion of the Rights Offering.

Can we extend, cancel or amend the Rights Offering?

Yes. We reserve the right to extend the Rights Offering period for a period not to exceed eight calendar days. If we decide to extend the Rights Offering period, we will issue a press release announcing the extension in advance of the expiration of the then-effective Rights Offering period. We may also extend the duration of the Rights Offering period if applicable law or regulations require us to do so. Our Board of Directors has broad discretion regarding any and all determinations whether or not to extend the Rights Offering period. The Board of Directors may also cancel the Rights Offering at any time before the expiration of the Rights Offering for any reason. In addition, we may amend or modify the terms of the Rights Offering for any reason. See the section in this prospectus under the caption: “The Rights Offering—Expiration Date, Extension, and Amendments.”

What happens if the Rights Offering is not fully subscribed by our securityholders?

We have entered into a Backstop Agreement with Leap Tide Capital Management LLC (“Leap Tide”) ( whose sole manager is Jan H. Loeb , our President and Chief Executive Officer and one of our Directors ) , Michael Osterer (one of our Directors) and Gary Mohr (one of our Directors and, together with Leap Tide and Mr. Osterer, the “Backstop Purchasers”), pursuant to which the Backstop Purchasers have agreed to exercise their (and their affiliates’) Rights in full in the Rights Offering and, upon expiration of the Rights Offering, to purchase from the Company, at the price per share equal to the subscription price of $0.24 per share, any and all shares of Common Stock that other securityholders do not subscribe for in our Rights Offering, subject to the respective terms, conditions and limitations agreed to by each of the Backstop Purchasers pursuant to the Backstop Agreement. The Backstop Purchasers’ obligations under the Backstop Agreement are subject to various conditions as described in the section of this prospectus under the caption: “The Backstop Agreement.”

Why are there Backstop Purchasers?

Our objective is to raise the full amount of approximately $2.4 million in gross proceeds in the Rights Offering . In the event that all Rights are not exercised, we would fall short of that objective. We have therefore obtained commitments from the Backstop Purchasers in order to assure (subject to fulfillment by the Backstop Purchasers of their commitments under the Backstop Agreement) that we are able to raise the full amount of approximately $2.4 million in gross proceeds in the Rights Offering.

Will the Backstop Purchasers receive any compensation for entering into the Backstop Agreement?

No. The Backstop Purchasers will not receive any compensation for entering into the Backstop Agreement.

Are there any conditions to the Backstop Purchasers’ obligations under the Backstop Agreement?

Yes. The obligations of the Backstop Purchasers to consummate the transactions under the Backstop Agreement are subject to the satisfaction or waiver of specified conditions, including, but not limited to, compliance with covenants and the accuracy of various representations and warranties set forth in the Backstop Agreement.

How will the Rights Offering affect the ownership of our largest beneficial owners?

As of the record date, Michael Osterer, one of our Directors and one of our Backstop Purchasers , beneficially owned approximately 6.1 % of our Common Stock, and Jan H. Loeb, our President and CEO and the sole manager of one of our Backstop Purchasers , beneficially owned approximately 5.4 % of our Common Stock. No other stockholders beneficially owned more than 1% of our Common Stock as of the record date. If no other securityholders participate in the Rights Offering, upon the closing of the Rights Offering and consummation of the transaction contemplated by the Backstop Agreement, Mr. Osterer would beneficially own approximately 7.0% of our Common Stock, and Mr. Loeb would beneficially own approximately 25.5% of our Common Stock.

Whom should I contact if I have other questions?

If you have other questions or need assistance, please contact our Information Agent toll-free at: 866-388-7535 .

RISK FACTORS

Investing in shares of our Common Stock involves a high degree of risk. Before making any investment decision, you should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K, and any updates in our Quarterly Reports on Form 10-Q, and current Reports on Form 8-K, together with all of the other information appearing in or incorporated into this prospectus by reference. The risks described in this prospectus and our periodic reports are not the only risks that you should consider. Our future business, financial condition and results of operations could be materially and adversely affected by any of the risks discussed in this prospectus and the risks in the documents incorporated herein by reference, as well as many other unpredictable economic, business, competitive, regulatory and other factors. Past performance is no guarantee of future results. The market price of our shares of Common Stock could lose value and you could correspondingly lose some or all of your investment. See the section in this prospectus under the caption: “Disclosure Regarding Forward-Looking Statements.”

Risks Relating to the Rights Offering

You must act promptly and follow all instructions carefully if you wish to exercise your Rights to purchase shares.

If you wish to purchase shares of Common Stock in our Rights Offering, you must promptly act to complete and properly deliver all applicable documentation and certificates, and assure that payment for your subscription is received by the Subscription Agent prior to the expiration of the Rights Offering at 5:00 p.m., Eastern Daylight Time on June 24 , 2019, which is [ ] calendar days after the effective date of this prospectus. The time available during which you may exercise your Rights is very limited. If you do not properly complete and sign your Rights certificate, or if you deliver late or deficient payment, or if you do not properly follow the procedures applicable to the exercise of your Rights, we may at our discretion either reject your subscription in its entirety or accept only the portion of your subscription corresponding to the amount of payment actually received. We are not responsible for remediating any incomplete or incorrect documents or deficient payment that you submit. We have no obligation to contact you or any broker, dealer, bank or other nominee that holds Rights on your behalf regarding any deficiencies. We reserve the right to determine, at our sole discretion, whether the materials and payments that you submit are complete and if they follow the applicable procedures pertaining to exercise of your Rights. The risk of delivery of all documents and payments is borne solely by you or your nominee, not by the Subscription Agent or us.

We reserve the right to cancel the Rights Offering at any time prior to the expiration of the offering period.

We reserve the right, exercisable at our sole determination at any time prior to the expiration of the offering period, to cancel and terminate the Rights Offering. If we cancel and terminate the Rights Offering, we will not have any obligation to you other than to have the Subscription Agent return payments for your subscription. The return of your payments in the event of cancellation of the Rights Offering will be made by the Subscription Agent without charge of any interest, penalties or deductions.

The subscription price for our shares does not necessarily represent the value of our Company or the value of our Common Stock, and our Common Stock may trade at prices below the subscription price.

Our Rights Offering subscription price was set by our Board of Directors at $0.24 per share. The subscription price was determined by our Board of Directors based upon a discount to the closing price of our Common Stock on the record date of $0.2925 . The subscription price does not bear any particular relationship to the book value of our assets, past operations, cash flows, losses, financial condition or other criteria for ascertaining value. You should not consider the subscription price as an indication of the value of our company or any inherent value of shares of our Common Stock. After the date of this prospectus, our Common Stock may trade at prices below the Rights Offering subscription price.

We may amend or modify the terms of the Rights Offering at any time before the expiration of the Rights Offering that could adversely affect your investment.

Our Board of Directors reserves the right to amend or modify the terms of the Rights Offering. The amendments or modifications may be made for any reason. These changes may include, for example, changes to the subscription price or other matters that may induce greater participation by our securityholders in the Rights Offering. If we make any fundamental change to the terms of the Rights Offering after the date of effectiveness of this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included and offer subscribers the opportunity to cancel their subscriptions. In such event, we will issue subscription refunds to each securityholder subscribing to purchase shares in the Rights Offering and recirculate an amended prospectus after the post-effective amendment is declared effective with the SEC. If we extend the expiration date of the Rights Offering period in connection with any post-effective amendment, we will allow holders of Rights reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the prospectus that will form a part of the post-effective amendment. In such event, we will issue a press release announcing the changes to the Rights Offering and the new expiration date. Even if an amendment does not rise to the level that is fundamental and would thus require us to offer to return your subscription payment, the amendment may nonetheless adversely affect your Rights and any prospective return on your investment.

The market price of our Common Stock may be subject to significant volatility before and after the completion of our Rights Offering which could result in an unrealized investment loss for you.

The market price of our Common Stock could be subject to significant volatility before and after the completion of our Rights Offering due to many factors that we cannot control. Some of these factors include, for example, competitive pressures, the unpredictably of orders from customers, industry trends and general economic conditions. If you elect to participate in our Rights Offering, your subscription price may be higher than the market price after the Rights Offering completion date. That could result in an immediate unrealized investment loss for you. We can provide no assurance or guarantees that you will be able to sell your Common Stock at a price equal to or greater than the Rights Offering subscription price.

The Rights Offering may cause the price of our Common Stock to decrease which could result in an investment loss for you.

The Rights Offering may cause a decrease the market price of our Common Stock. The decrease in the market price of our Common Stock may continue after the completion of the Rights Offering. Future prices of the shares of our Common Stock may adjust negatively depending on various factors, including future losses or speculation in the trade or business press about our operations, and overall conditions affecting our businesses, economic trends and the securities markets. Following the exercise of your Rights, you may not be able to sell your shares of Common Stock at a price equal to or greater than the Rights Offering subscription price which could result in an investment loss for you.

Our management will retain broad discretion over the use of the proceeds from the Rights Offering; utilization of the proceeds may not increase the value of our company.

While we currently intend to use the net proceeds from the Rights Offering to finance our contemplated reacquisition of the outstanding 20% minority interest in our OmniMetrix LLC subsidiary and to support the growth of our OmniMetrix business, with any net proceeds not so utilized to be used for general working capital purposes, our management team will have broad discretion to allocate the proceeds from the Rights Offering as circumstances warrant. In addition, there is no assurance that utilization of the proceeds will increase the value of our company and/or your investment.

You may not revoke your subscription and the shares of Common Stock that you purchase in the Rights Offering may be above the market price at the expiration date which could result in an immediate loss.

The subscription price for the exercise of your Rights has been set by the Board of Directors on the record date for the Rights Offering. The market price of our Common Stock on the offering expiration date will not be known on the record date. After you exercise your Rights, you may not revoke your subscription unless the Rights Offering is fundamentally amended or canceled by the Board of Directors. If our Board of Directors extends the expiration date of the Rights Offering without any fundamental amendment, you will not be able to revoke your subscription. Our Common Stock trades on the OTCQB market under the symbol ACFN, and the last reported sales price of our Common Stock on June 3, 2019 was $ 0.2925 per share. If you exercise your Rights and the public trading market price of our Common Stock thereafter decreases below the Rights Offering subscription price of $0.24 per share, you will buy shares of our Common Stock at a price above the trading market price. In such event, you would incur an immediate loss with respect to your investment.

You may be required to allocate a portion of your tax basis in our Common Stock to the Rights received in the Rights Offering.

If you determine that the value of the Rights equals or exceeds 15% of the fair market value of our Common Stock on the date we distribute the Rights to you, you will be required to allocate a portion of your tax basis in your Common Stock to the Rights we distribute to you in the Rights Offering. We will not undertake any appraisal regarding the fair market value of the Rights. See the section in the prospectus under the caption: “Material U.S. Federal Income Tax Consequences” for further information on the tax treatment of the Rights Offering.

You will not have any rights in the shares of Common Stock that you purchase until you actually receive such shares of Common Stock.

You will not have any rights in the shares of Common Stock that you purchase in the Rights Offering until such shares of Common Stock are actually issued and received by you. We intend to issue the shares as soon as reasonably possible after the expiration of the Rights Offering, however, there may be a delay between the expiration date of the Rights Offering and the date the shares of Common Stock are actually issued and delivered to you. You may not be able to resell the shares of Common Stock that you purchase in the Rights Offering until you, or your broker, custodian bank or other nominee, if applicable, have actually received those shares.

The receipt of Rights may be treated as a taxable distribution to you.

It is the opinion of our outside counsel, Eilenberg & Krause LLP, that the distribution of Rights to a holder of shares of our Common Stock or of rights to acquire shares of our Common Stock should be treated, for U.S. federal income tax purposes, as a non-taxable distribution under Section 305(a) of the Code and the Treasury Regulations promulgated thereunder. However, there is a lack of authority addressing the application of the Code to distributions of Rights. The Internal Revenue Service (the “IRS”) could come to different conclusions than our tax counsel regarding the tax treatment for the receipt and exercise of Rights. The opinion of our tax counsel regarding the tax-free treatment of the Rights distribution is not binding on the IRS, or the courts. As such, there is significant uncertainty in regard to the tax treatment of the receipt and exercise of Rights. For example, if our Rights Offering is deemed to be part of a “disproportionate distribution” under Section 305 of the Code, your receipt of Rights may be treated as the receipt of a taxable distribution to you. A “disproportionate distribution” is a distribution or a series of distributions, including deemed distributions, that would have the effect of the receipt of cash or other property by some securityholders and an increase in the proportionate interest of other securityholders in the company’s assets or earnings and profits. Due to the lack of authority on the part of the IRS and the courts in regard to interpreting Code Section 305 with respect to distributions of Rights, it is not reasonably possible to quantify the degree of uncertainty and risk to the recipients of the Rights regarding potential adverse tax effects. If our tax counsel’s opinion is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the Rights is a “disproportionate distribution” or otherwise, the fair market value of the Rights would be taxable to holders of our Common Stock as a dividend to the extent of the holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of our shares of Common Stock considering participating in our Rights Offering is urged to consult with his, her or its own tax advisor prior to making any investment determination in order to assess possible adverse tax consequences. Please see the section in this prospectus under the caption: “Material U.S. Federal Income Tax Consequences.”

The Rights are not transferable, and there are no means for you to obtain any value associated with the Rights other than to exercise your Rights.

The Rights are not transferrable. You may not sell, transfer, assign or give away your Rights. There is no market or other permissible means for you to obtain any value associated with the Rights other than to exercise your Rights. In order to realize any potential value from your Rights, you would have to exercise the Rights. You should not exercise the Rights without careful consideration of all risks discussed in this prospectus and in the documents contained herein by reference.

We do not know how many securityholders will participate in the Rights Offering.

Apart from the Backstop Purchasers, who have agreed in the Backstop Agreement to exercise in full all of the Rights distributed for the shares of Common Stock that they beneficially own, and Jan H. Loeb, our President and CEO and the sole manager of Backstop Purchaser Leap Tide, who has agreed to exercise all of his Rights, we have no other agreements or understandings with any persons or entities with respect to their exercise of Rights or their participation as an underwriter, broker or dealer in the Rights Offering. We therefore do not know how many other securityholders, if any, will participate in our Rights Offering. Assuming that securityholders exercise all Rights we are offering, and/or the transaction contemplated by the Backstop Agreement is consummated, we would receive the full gross proceeds from our Rights Offering of approximately $2,400,000 and net proceeds of approximately $2,265,000 . If the closing of the transaction contemplated by the Backstop Agreement does not occur due to a default by Leap Tide, we will not have the capital necessary to fund our contemplated uses of the net proceeds of the Rights Offering and might need to look to other sources of funding for these contemplated uses. There is no assurance that these alternative sources will be available and at what cost.

We cannot guarantee that the transaction contemplated by the Backstop Agreement will be consummated.

The closing of the transaction contemplated by the Backstop Agreement is subject to satisfaction or waiver of customary terms and conditions contained in the Backstop Agreement and the fulfillment by the Backstop Purchasers of their commitments to purchase under the Backstop Agreement . We cannot guarantee that the transaction contemplated by the Backstop Agreement will close as anticipated . If the closing of the transaction contemplated by the Backstop Agreement does not occur as anticipated, we may not have sufficient capital to repurchase the outstanding minority interest in our OmniMetrix LLC subsidiary, to continue to support the growth of OmniMetrix and/or to continue our operations.

The Backstop Purchasers may acquire up to approximately 29.0% of our outstanding shares of Common Stock if no other securityholders participate in the Rights Offering. The interests of the Backstop Purchasers and Mr. Loeb, who is our President and Chief Executive Officer and the sole manager of one of the Backstop Purchasers, in the Rights Offering may be different from yours.

As of the record date, the Backstop Purchasers, two of whom are Directors of our company, beneficially owned an aggregate of 3,609,847 shares, or approximately 12.1 %, of our Common Stock. In addition, Jan H. Loeb, our President and Chief Executive Officer, is the sole manager of Leap Tide, one of the Backstop Purchasers, with sole voting and dispositive power over the securities held by such entity. As of the record date, Mr. Loeb beneficially owned 1,609,454 shares, or approximately 5.4 %, of our Common Stock (including all of the shares beneficially owned by Leap Tide). Each of the Backstop Purchasers and Mr. Loeb have agreed to exercise their respective Rights in full. In the event that no other securityholders participate in the Rights Offering and the transaction contemplated by the Backstop Agreement is consummated, the Backstop Purchasers would beneficially own an aggregate of approximately 29.0% , and Mr. Loeb would beneficially own approximately 25.5%, of our outstanding Common Stock at the completion of the Rights Offering. The Backstop Purchasers’ and/or Mr. Loeb’s influence over decision-making with respect to our business direction may increase to the extent the Backstop Purchasers acquire additional shares of our Common Stock upon consummation of the transaction contemplated by the Backstop Agreement. The interests of the Backstop Purchasers and Mr. Loeb in the Rights Offering may be different from yours.

USE OF PROCEEDS

We expect to raise gross proceeds of approximately $2,400,000 and net proceeds of approximately $2,265,000 from our Rights Offering. On the basis of the commitment received from our Backstop Purchasers (discussed in detail below), we anticipate completing the sale of all shares of Common Stock that are available for subscription in our Rights Offering.

We intend to use the net proceeds from the Rights Offering to finance our contemplated reacquisition of the outstanding 20% minority interest in our OmniMetrix LLC subsidiary and to provide OmniMetrix with additional sales and marketing resources to facilitate expansion into additional geographic markets and new product applications, as well as next-generation product development. Any net proceeds not so utilized will be used for general working capital purposes.

THE BACKSTOP AGREEMENT

We have entered into a Backstop Agreement with Leap Tide Capital Management LLC (“Leap Tide”), Michael Osterer (one of our Directors), and Gary Mohr (one of our Directors and, together with Leap Tide and Mr. Osterer, the “Backstop Purchasers”), pursuant to which each Backstop Purchaser has agreed to exercise its/his Rights in full in the Rights Offering and, upon expiration of the Rights Offering, to purchase from the Company (directly or through an affiliate), at the price per share equal to the subscription price of $0.24 per share, any and all shares of Common Stock that other securityholders do not subscribe for in the Rights Offering (“Unsubscribed Rights Shares”), subject to the respective terms, conditions and limitations agreed to by each of the Backstop Purchasers pursuant to the Backstop Agreement . The Backstop Agreement provides that, first, the three Backstop Purchasers shall each purchase one-third of the first $300,000 of aggregate subscription price of Unsubscribed Rights Shares, and that Leap Tide shall then purchase any and all remaining Unsubscribed Rights Shares. Should Mr. Osterer and/or Mr. Mohr fail to purchase their respective contractual portion of Unsubscribed Rights Shares in full, Leap Tide would purchase such unpurchased Unsubscribed Rights Shares as well.

As of the record date for the Rights Offering, Mr. Osterer beneficially owned approximately 6.1 % of our Common Stock, and Mr. Mohr beneficially owned less than 1% of our Common Stock. As of the record date for the Rights Offering, Leap Tide beneficially owned less than 1% of our Common Stock, and Jan H. Loeb, our President and Chief Executive Officer and one of our Directors and the sole manager of Leap Tide, with sole voting and dispositive power over the securities held by such entity, beneficially owned approximately 5.4 % of our Common Stock.

The offer and sale of the shares issuable to the Backstop Purchasers and their affiliates (including Jan H. Loeb, our President and Chief Executive Officer and one of our Directors who is the sole manager of one of the Backstop Purchasers) is not covered by the registration statement of which this prospectus forms a part and are being offered in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. These privately offered shares are included in the aggregate of the 9,975,553 shares of Common Stock offered in the Rights Offering. Nothing herein shall be construed as any offer or solicitation for the sale or purchase of any of the shares of Common Stock that we issue to Leap Tide and Messrs. Osterer and Mohr and their affiliates in connection with the Backstop Agreement.

Closing Conditions

The closing of the transactions contemplated by the Backstop Agreement is subject, in each case, to the satisfaction or waiver of customary conditions, including (i) receipt of all applicable regulatory approvals, (ii) compliance with covenants, (iii) the accuracy of representations and warranties set forth in the Backstop Agreement, (iv) the absence of a material adverse effect on the Company or on the ability of the Backstop Purchasers to perform their obligations under the Backstop Agreement, (v) satisfaction of conditions, and the effectiveness of the registration statement related to the Rights Offering and (vi) consummation of the Rights Offering.

Termination of the Backstop Agreement

The Backstop Agreement may be terminated at any time prior to the closing of the transactions contemplated by the Backstop Agreement as follows:

	●	by mutual written agreement of the Backstop Purchasers and us;
	●	by any party, in the event the closing of the transactions contemplated by the Backstop Agreement are not consummated within 180 days of the execution of the Backstop Agreement;
	●	by the Backstop Purchasers, if we materially breach any of our obligations under the Backstop Agreement, and such breach is not cured within five business days of receipt of written notice by the Backstop Purchasers to us;
	●	by the Backstop Purchasers, upon the occurrence of a suspension of trading in our Common Stock by the OTCQB; or
	●	by us, if our Board of Directors, in its reasonable judgment, determines that it is not in the best interests of the Company and our stockholders to proceed with the Rights Offering;
	●	by us, if consummation of the Rights Offering is prohibited by applicable law, rules or regulations; or
	●	by us, if any Backstop Purchaser materially breaches its obligations set forth in the Backstop Agreement, and such breach is not cured within five business days of receipt of written notice by us.

Indemnification

The Company has agreed to indemnify each Backstop Purchaser and their affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of this offering and the related registration statement and prospectus and claims, suits or proceedings challenging the authorization, execution, delivery, performance or expiration of the Rights Offering, the Backstop Agreement and certain ancillary agreements and/or any of the transactions contemplated thereby, other than losses arising out of or related to any breach by the Backstop Purchaser of the Backstop Agreement.

Each Backstop Purchaser has agreed to indemnify the Company and its affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of or relating to statements or omissions in the registration statement or prospectus for this offering (or any amendment or supplement thereto) made in reliance on or in conformity with written information relating to the Backstop Purchaser furnished to us by or on behalf of the Backstop Purchaser expressly for use therein.

Registration Rights

The purchase of shares of our Common Stock by the Backstop Purchasers under the Backstop Agreement would be effectuated in a transaction exempt from the registration requirements of the Securities Act and would not be registered pursuant to the registration statement of which this prospectus forms a part. As a condition of the Backstop Agreement, we have entered into a Registration Rights Agreement with each of the Backstop Purchasers pursuant to which Backstop Purchasers holding an aggregate of at least one million shares of our Common Stock may request that we register for resale the shares of Common Stock that the Backstop Purchasers acquire pursuant to the Backstop Agreement , including shares of our Common Stock purchased by the Backstop Purchasers and their affiliates upon exercise of their Rights . The Backstop Purchasers may exercise their registration rights at any time after the expiration date of the Rights Offering. We have agreed to reimburse each Backstop Purchaser for certain fees and expenses (including attorneys’ fees and expenses) incurred by them in connection with exercise of their registration rights.

CAPITALIZATION

Set forth below is our cash and liquid assets and capitalization as of March 31, 2019 :

● on an actual basis; and

● on a pro forma as adjusted basis, reflecting the issuance of shares of Common Stock offered by this prospectus, at $0.24 per share, assuming net proceeds of approximately $2,265,000 after offering expenses payable by us.

The information below should be read in conjunction with our unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2019 and our audited consolidated financial statements for the year ended December 31, 2018, which are incorporated by reference in this prospectus. Our financial statements should also be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 and our Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this prospectus. See the sections in this prospectus under the captions: “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

	As of March 31, 2019 (1)
	Actual			Pro Forma As Adjusted
Cash and cash equivalents	$	779			3,044
Restricted cash		299			299

Total long-term liabilities		1,430			1,430
Shareholders’ equity
Common Stock, $0.01 par value per share: Authorized - 42,000,000 shares; Issued – 30,357,706 and 40,333,259 shares on an actual and pro forma as adjusted basis, respectively		304			403
Treasury stock, at cost – 801,920 shares		(3,036	)		(3,036	)
Additional paid-in capital		100,346			102,512
Warrants		1,118			1,118
Accumulated deficit		( 100,301	)		(100,301	)
Non-controlling interests		64			64
Total (deficit)/equity		( 1,505	)		760
Total capitalization		(75	)		2,190

(1) In thousands, except for share and per share amounts.

THE RIGHTS OFFERING

The Rights

We are distributing, at no charge, to holders of our outstanding Common Stock and to holders of certain outstanding warrants to purchase shares of our Common Stock, non-transferable Rights to purchase in the aggregate up to 9,975,553 shares of our Common Stock at the cash subscription price of $0.24 per share. We expect to raise approximately $2,400,000 in gross proceeds and approximately $2,265,000 in net proceeds from the offering of Rights and subscriptions for the purchase of shares of Common Stock thereunder.

As of the record date, we had 29,615,786 shares of our Common Stock outstanding. Under the terms of certain of our outstanding warrants, the warrantholders have the right to receive the Rights being distributed in the Rights Offering, based on the number of shares of our Common Stock they could purchase as of the record date by exercising their warrants. As of the record date, we had outstanding warrants to purchase 2,357,142 shares of our Common Stock for which the warrantholders will receive Rights.

If you are a stockholder of record, or if you are a beneficial owner of shares held on your behalf through a broker, dealer, bank or other nominee, you will receive one (1) Right for each one (1) share of Common Stock owned at 5:00 p.m., Eastern Daylight Time, on June 3 , 2019, which is the record date for our Rights Offering. If you hold warrants to purchase shares of our Common Stock, you will also receive one (1) Right for each one (1) share of our Common Stock that you could purchase as of 5:00 p.m. EDT on the record date by exercising your warrants. You will not need to exercise your warrants in order to receive Rights. Each subscription right will entitle you to purchase 0.312 shares of our Common Stock at a subscription price of $0.24 per whole share of Common Stock. We are not offering, and we will not accept, any subscriptions for fractional shares.

You may exercise some, all or none of your Rights.

The Reasons for our Rights Offering

We are conducting the Rights Offering to finance our contemplated reacquisition of the outstanding 20% minority interest in our OmniMetrix LLC subsidiary and to provide OmniMetrix with additional sales and marketing resources to facilitate expansion into additional geographic markets and new product applications, as well as next-generation product development, with any net proceeds not so utilized to be used for general working capital purposes. Our Board of Directors has carefully evaluated financing alternatives and concluded that raising the required funding through a Rights Offering in which all our stockholders would have the opportunity to participate was in the best interests of our stockholders.

Subscription Price

The subscription price of $0.24 per share was determined by our Board of Directors on the basis of a discount to the closing price of our Common Stock on the record date of $0.2925 . In making its determination, the Board considered many factors, including the historical and current trading prices of our Common Stock, as well as current trends and conditions in capital markets. The subscription price was not determined on the basis of any investment bank or third-party valuation that was commissioned by our company. We cannot assure you that the market price of our Common Stock during or after the Rights Offering period will be greater than the subscription price.

Method of Exercising Rights

You may exercise your Rights as follows:

1. Subscription by Registered Stockholders of Record . If you are the holder of record of shares of our Common Stock and you wish to exercise your Rights, you must complete and sign your Rights certificate, together with any required signature guarantees, and deliver them to the Subscription Agent, with a notice of guaranteed delivery (if applicable) and an IRS Form W-9, and your payment for the number of shares of Common Stock for which you are subscribing. The address of the Subscription Agent is set forth below in this prospectus under the caption: “Where to Submit Subscriptions.” You must deliver all materials in a timely manner and assure that your payment clears in full prior to the expiration of the Rights Offering.

2. Subscription by Beneficial Owners holding shares through a broker, dealer, bank or other nominee . If you are a beneficial owner of shares of our Common Stock that are registered in the name of a broker, dealer, bank or other nominee, and you wish to exercise your Rights, you must instruct your broker, dealer, bank or other nominee to exercise your Rights on your behalf and deliver all documents and payment before the expiration of the Rights Offering. Your subscription will only be valid if the Subscription Agent receives all of the required documents and the full subscription payment prior to the Rights Offering expiration date. Your broker, dealer, bank or other nominee may establish a deadline that is significantly in advance of the Rights Offering expiration period at 5:00 p.m., Eastern Daylight Time, on June 24 , 2019, which is [ ] calendar days after the effective date of this prospectus. If you wish to subscribe for shares of our Common Stock in the Rights Offering, you should immediately notify your broker, dealer, bank or other nominee.

3. Subscription by Holders of Warrants . If you are the holder of warrants to purchase shares of our Common Stock and you wish to exercise your Rights, you must complete and sign your Rights certificate, together with any required signature guarantees, and deliver them to the Subscription Agent, with a notice of guaranteed delivery (if applicable) and an IRS Form W-9, and your payment for the number of shares of Common Stock for which you are subscribing. The address of the Subscription Agent is set forth below in this prospectus under the caption: “Where to Submit Subscriptions.” You must deliver all materials in a timely manner and assure that your payment clears in full prior to the expiration of the Rights Offering. You do not need to exercise your warrants in order to exercise your Rights.

Form of Payment

Your payment of the subscription price must be made in U.S. dollars for the full number of shares of Common Stock you wish to acquire by one of the following methods:

	●	Check or bank draft payable to “American Stock Transfer & Trust Company, LLC, as Subscription Agent”; or

	●	Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer, FBO ACORN ENERGY, INC.

All payments will be deemed to have been received by the Subscription Agent immediately upon receipt, provided that payment by uncertified check shall not be deemed to have been received until final clearance of such check. Payment received after the expiration of the Rights Offering, or any uncertified check which has not cleared by the expiration of the Rights Offering, will not be honored, and the Subscription Agent will return your payment to you, without interest or penalty, as soon as practicable.

Where to Submit Subscriptions

You must deliver all subscription documents, Rights certificates, notices of guaranteed delivery (if applicable) and subscription payments other than wire transfers to the Subscription Agent at the following address:

If delivering by registered first class mail:

If delivering by hand, express mail, courier, or other expedited service:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15 ^th Avenue

Brooklyn, New York 11219

Any deficiency or irregularity with respect to delivery of your subscription documents, Rights certificates and/or notices of guaranteed delivery may invalidate the exercise of your Rights.

If you have any questions or if you need assistance in completing any of the subscription documents, Rights certificates and/or notices of guaranteed delivery, you may contact the Information Agent at: 866-388-7535 .

Missing or Incomplete Subscription Information

If your Rights certificate is not complete and properly signed, or if you deliver deficient payment, or if you do not properly follow the procedures applicable to your exercise of your Rights, we may at our discretion either reject your subscription in its entirety or accept only the portion of your subscription corresponding to the amount of payment actually received. We are not responsible for remediating any incomplete or incorrect documents or deficient payment that you submit. We will not contact you or any broker, dealer, bank or other nominee that holds rights on your behalf regarding any deficiencies. We reserve the right to determine, at our sole discretion, whether the materials and payments that you submit are complete and follow the applicable procedures pertaining to exercise of your rights.

Delivery of Subscriptions

DO NOT SEND YOUR SUBSCRIPTION RIGHTS CERTIFICATES OR PAYMENTS TO THE COMPANY. ALL DELIVERIES AND PAYMENTS MUST BE MADE ONLY TO THE SUBSCRIPTION AGENT.

Please carefully read the instruction letter accompanying the Rights certificate and follow the procedures as specified.

Your subscription will not be deemed to be received until the Subscription Agent has received delivery of your completed and properly signed Rights certificate and received the full subscription amount which has cleared prior to the expiration of the Rights Offering. The only exceptions for late delivery will be in the case of delivery in accordance with the “Guaranteed Delivery Procedures” described below. Notwithstanding the foregoing, we may, at our sole discretion, determine to accept late subscriptions on a case-by-case basis.

The risk of delivery of all documents and payments is borne by you or your nominee, not by the Subscription Agent or us.

All deliveries to the Subscription Agent should only be made by registered first class mail or by hand, express mail, courier or other expedited service. Please allow an adequate number of days for delivery of your materials to the Subscription Agent by you or your broker, dealer, custodian bank or other nominee, as applicable. We do not take any responsibility for completion of your subscription documents, Rights certificate and payment to the Subscription Agent or, if you are not a holder of record, to your broker, dealer, custodian bank or other nominee. If you wish to exercise your Rights, please assure that you properly complete all documents and that you provide comprehensive responses to all information on the forms. If you have any questions or comments regarding completion of the materials, please contact the Information Agent.

Notice to Nominees

If you are a broker, dealer, bank or other nominee that holds shares of our Common Stock for the account of one or more of our stockholders on the record date, you should contact such beneficial owners as soon as possible regarding our Rights Offering. If a beneficial owner of our Common Stock so instructs, you should complete the Rights certificate and submit it to the Subscription Agent with the proper subscription payment prior to the expiration date. You may exercise the number of Rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our Common Stock on the record date, provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form captioned: “Nominee Holder Election Form,” which is included with your Rights Offering materials. You may contact the Subscription Agent directly to request the form if not provided in the materials delivered to you.

Beneficial Owners

If your shares of our Common Stock are held in the name of a broker, dealer, bank or other nominee, you will not receive a Rights certificate and you will need to coordinate with your broker, dealer, bank or other nominee to act for you. To exercise your Rights, you will need to complete and return to your broker, dealer, bank or other nominee the form captioned: “Beneficial Owner Election Form.” You should receive the form from your broker, dealer, bank or other nominee with the other Rights Offering materials. You should contact your broker, dealer, bank or other nominee if you do not receive the form and other Rights Offering material. We are not responsible if you do not receive the form from your broker, dealer, bank or other nominee or if you receive the form without sufficient time to respond by the deadline established by your nominee, which deadline may be prior to 5:00 p.m., Eastern Daylight Time, on June 24 , 2019, which is [ ] calendar days after the effective date of this prospectus.

Guaranteed Delivery Procedures

If you do not have adequate time to deliver the Rights certificate evidencing your Rights to the Subscription Agent prior to the expiration of the Rights Offering, you may still participate in the Rights Offering if you follow the guaranteed delivery procedures set forth below prior to the expiration of the Rights Offering:

	●	deliver your subscription payment to the Subscription Agent covering all Rights that you are exercising, in accordance with the procedures set forth in the section of the prospectus under the caption: “Method of Exercising Subscription Rights;”
	●	deliver your “Notice of Guaranteed Delivery” to the Subscription Agent; and
	●	within two business days following the date you submit your Notice of Guaranteed Delivery, deliver to the Subscription Agent the complete and properly signed Rights certificate (together with your nominee holder election form, if applicable), including any signature guarantees if necessary.

All Notices of Guaranteed Delivery must include a signature guarantee from an eligible guarantor institution.

If you have any questions or comments regarding completion or delivery of the Notice of Guaranteed Delivery, please contact the Subscription Agent.

Non-transferability of Rights

The Rights are not transferable by you. You may not sell, give away or otherwise transfer your Rights. However, Rights may be assigned to family members or family trusts. The Rights are also subject to transfer by operation of law (such as testate or intestate succession). The sale of any of your shares prior to the expiration of the Rights Offering period will not result in the transfer of any Rights.

No Fractional Shares

We will not issue fractional shares of Common Stock in the Rights Offering. You may only exercise your Rights to purchase shares in whole numbers. Any excess funds insufficient to purchase one whole share will be returned to you by the Subscription Agent without penalty or interest.

Validity of Subscriptions

We reserve the right to resolve at our sole discretion all deficiencies, irregularities and questions regarding the validity of the exercise of your Rights. Such determinations may include, without limitation, the time of receipt and eligibility to participate in the Rights Offering. In resolving all such matters, we will review the relevant facts. We may, at our discretion, also consult with our legal advisors and request input from the relevant parties. Our determination will be final and binding.

We will not accept any alternative, conditional or contingent subscriptions or instructions of any nature or kind. We reserve the absolute right to reject any subscriptions not submitted in accordance with the requisite time periods or procedures specified for the Rights Offering. We may also decline to accept any subscriptions which we believe may contravene applicable laws or regulations. We are not responsible for remediating any incomplete or incorrect documents or deficient payment that you submit. We will not contact you or any broker, dealer, bank or other nominee that holds rights on your behalf regarding any deficiencies or irregularities with respect to your subscription. Our interpretations, exercisable at our sole discretion, regarding your satisfaction of all requisite terms and conditions applicable to our Rights Offering will be final and binding.

Except in the event we make a fundamental change to the terms and conditions of the Rights Offering, once you submit your subscription and payment, the subscription will be irrevocable, even if you later change your mind for any reason and even if the Rights Offering is extended by the Board of Directors.

Escrow Arrangements; Return of Funds

The Subscription Agent will hold all Rights Offering subscription funds in a segregated account pending completion of our Rights Offering. The Subscription Agent will hold the funds in escrow until we complete or cancel the Rights Offering. If we cancel the Rights Offering, the Subscription Agent will return to you all of your respective subscription payments, without interest or penalty, as soon as reasonably possible.

If there is a fundamental change to the Rights Offering and if you decide to cancel your exercise of Rights, then the Subscription Agent will return your payment without charge of any interest, penalties or deductions. If you hold your shares through your broker, dealer, bank or other nominee, then the cancellation of any exercise of Rights would have to be initiated by your broker, dealer, bank or other nominee.

If the Subscription Agent returns payments to you through your broker, dealer, bank or other nominee, then such broker, dealer, bank or other nominee may charge you separate service or administration fees. We are not responsible for covering or reimbursing any such fees.

Expiration Date, Extension, and Amendments

We reserve the right to extend the Rights Offering period for a period not to exceed eight calendar days. If we extend the Rights Offering period, we will issue a press release announcing the extension in advance of the expiration of the then-effective Rights Offering period. We may extend the duration of the Rights Offering period if applicable laws or regulations require us to do so. Our Board of Directors has broad discretion regarding any and all determinations whether or not to extend the Rights Offering period. The Board of Directors may also cancel the Rights Offering at any time, for any reason, before the expiration of the Rights Offering period.

Our Board of Directors reserves the right to amend or modify the terms of the Rights Offering. The amendments or modifications may be made for any reason. These changes may include, for example, changes to the subscription price or other matters that may induce greater participation by our securityholders in the Rights Offering. If we make any fundamental change to the terms of the Rights Offering after the date of effectiveness of this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included and offer subscribers the opportunity to cancel their subscriptions. In such event, we will issue subscription refunds to each securityholder subscribing to purchase shares in the Rights Offering and recirculate an amended prospectus after the post-effective amendment is declared effective with the SEC. If we extend the expiration date of the Rights Offering period in connection with any post-effective amendment, we will allow holders of Rights reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the amended prospectus that will form a part of the post-effective amendment. In such event, we will issue a press release announcing the changes to the Rights Offering and the new Rights Offering expiration date. The terms and conditions of our Rights Offering cannot be modified or amended after the expiration date.

Cancellation of Some or All of the Rights Offering

We reserve the right, exercisable at our sole discretion for any reason, to cancel some or all of the Rights Offering before the expiration date. If we cancel and terminate some or all of the Rights Offering, we will issue a press release advising our securityholders of the cancelation and all Rights will expire without value. The Subscription Agent will return to subscribers, without interest or penalty, any respective subscription payments that it is holding in escrow as soon as reasonably possible following the cancelation date.

No Revocation or Change

Except in the event we make a fundamental change to the terms and conditions of the Rights Offering, your exercise of Rights will be irrevocable, even if you later change your mind about exercising your Rights. The irrevocability of your exercise will apply even if new information comes to your attention or if the market price of our Common Stock falls below the subscription price of $0.24 per share. Your exercise of the Rights will also remain irrevocable if the authorized period for the Rights Offering is extended by our Board of Directors. You should not exercise your Rights unless you are certain that you wish to purchase shares of our Common Stock at the subscription price of $0.24 per share.

If we make any fundamental change to the terms of the Rights Offering after the date of effectiveness of this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included and offer you the opportunity to cancel your subscription. In such event, if you have subscribed to purchase shares in the Rights Offering and request a refund, we will issue subscription refunds to you and recirculate an amended prospectus after the post-effective amendment is declared effective with the SEC. If we extend the expiration date of the Rights Offering period in connection with any post-effective amendment, we will allow holders of Rights reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the prospectus that will form a part of the post-effective amendment. In such event, we will issue a press release announcing the changes to the Rights Offering and the new expiration date.

Dilutive Effects of the Rights Offering

In addition to the holders of our 29,615,786 shares of Common Stock outstanding on the record date, we are distributing Rights to holders of outstanding warrants to purchase an additional 2,357,142 shares of our Common Stock. Warrantholders will not need to exercise their warrants in order to receive Rights. As a result, the total number of Rights distributed will exceed the number of shares of our Common Stock outstanding on the record date. This means that even if you exercise all of your Rights, your percentage ownership of our Common Stock will likely decrease and your voting and other equity rights will be diluted by the issuance of shares in the Rights Offering to subscribers and the Backstop Purchasers. Rights not exercised prior to the expiration of the Rights Offering will automatically terminate.

Stockholder Rights

You will not have any rights in the shares that you purchase in the Rights Offering until the shares are actually received by you. We intend to issue and deliver the shares as soon as reasonably possible after completion of the Rights Offering, however, there may be a delay between the expiration date of the Rights Offering and the date and time that the shares are issued and delivered to you or your broker, custodian bank or other nominee, if applicable.

Issuance of Shares Acquired in the Rights Offering

At the completion of the Rights Offering, the Company will issue the shares of Common Stock in book-entry form to each subscriber. The Company will not issue any stock certificates. If you are the holder of record of our Common Stock, shortly after the expiration of the Rights Offering you will receive a statement of ownership from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting the shares of Common Stock that you have purchased in the offering. If your shares of Common Stock are held in the name of a broker, dealer, bank or other nominee, your shares of Common Stock will be issued to the same account. You may request a statement of ownership from the broker or nominee following the completion of the Rights Offering.

Foreign Stockholders

If you live outside of the United States and wish to exercise your Rights, you must notify the Subscription Agent on or before 5:00 p.m. EDT at least three business days prior to the expiration date of the Rights Offering. You must satisfy the Subscription Agent that your exercise of Rights does not violate any laws applicable to you in your locality. All other deadlines with respect to the delivery of subscription materials and payment will apply to you,

Third-Party Consents or Approvals

We will have no obligation to accept your subscription to the Rights Offering if we determine, at our sole discretion, that any third-party consents or approvals would be necessary for you to own or control such shares, including, without limitation, any regulatory authorities of any state or federal agency, and we have not received satisfactory evidence of such consent or approval prior to the expiration of the offering period.

Fees and Expenses

We will pay all fees, costs and expenses due to the Subscription Agent, the Information Agent and any other expenses we that we may incur in connection with the Rights Offering. You are solely responsible for paying your own commissions, fees, taxes or other expenses that you may incur in connection with the exercise of your Rights, your subscription and your purchase of our shares of Common Stock in the Rights Offering. Without limiting the foregoing, you will be solely responsible for any and all fees, costs, expenses and disbursements charged by your broker, dealer, bank or other nominee, if applicable.

No Board of Directors Recommendation to Rights Holders

Neither our Board of Directors nor our management has made any recommendations regarding the exercise of your Rights. You should carefully consider all relevant facts and circumstances in determining whether or not to exercise your Rights on the basis of your own assessment. Except in the event we make a fundamental change to the terms and conditions of the Rights Offering, you may not revoke or revise any exercises of Rights once made, unless we cancel and terminate the Rights Offering. See the section in this prospectus under the caption: “Risk Factors.”

Shares of Our Common Stock Outstanding After the Rights Offering

As of the record date, we have 29,615,786 shares of our Common Stock issued and outstanding. We are offering up to 9,975,553 shares of Common Stock in the Rights Offering. In reliance on the Backstop Commitments, we expect to issue all of the shares of Common Stock offered in the Rights Offering. We therefore anticipate that if we complete the Rights Offering, we will have an aggregate of 39,591,339 shares of Common Stock issued and outstanding following completion of the Rights Offering.

No Offer Made to California Residents; No Unlawful Subscriptions

The distribution of the Rights and the offer and sale of the shares of Common Stock issuable upon exercise of the Rights is not registered or otherwise qualified in California. Accordingly, the Rights Offering is not available to residents of California.

We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. We are not soliciting, selling or accepting any offers to participate in our Rights Offering in any jurisdictions where such actions are prohibited. No offers to purchase any shares of our Common Stock are made to rights holders who are residents of such jurisdictions and we will not sell or accept offers for the purchase of our Common Stock from such Rights holders.

PLAN OF DISTRIBUTION

On or about [ ], 2019, which is the [ ] business day after the date of effectiveness of this prospectus, we plan to distribute the Rights, Rights certificates and copies of this prospectus to holders of shares of our Common Stock as of the record date. If you have made a determination to exercise your rights, you must comply in a timely manner with the exercise procedures set forth in the section of this prospectus under the caption: “The Rights Offering—Method of Exercising Rights.”

You may contact the Information Agent if you have any questions at: 866-388-7535 .

Some of our officers and directors may solicit responses from you as a holder of Rights. We will not pay our officers and directors any commissions or compensation for such services, other than their normal employment or director compensation.

In connection with our Rights Offering, we have agreed to pay our Subscription Agent and Information Agent their customary fees, plus certain expenses.

No brokers, dealers or underwriters are acting on our behalf in connection with the solicitation or exercise of Rights. We are not paying any commissions, underwriting fees or discounts in connection with the Rights Offering or the shares that we will issue upon exercise of the Rights held by our securityholders. We are not aware of any third-party agreements in such regard.

DESCRIPTION OF OUR COMMON STOCK

The following is only a summary of the terms and conditions applicable to our Common Stock and it not intended to be complete. Our company is a Delaware corporation and our Common Stock is subject to the provisions of our Amended and Restated Certificate of Incorporation and our By Laws.

General

We are authorized to issue 42,000,000 shares of Common Stock, par value $0.01 per share. As of the record date, we had 29,615,786 shares of our Common Stock issued and outstanding.

The holders of our Common Stock:

● have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

● do not have cumulative voting rights;

● are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs; and

● do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights.

All shares of Common Stock now issued and outstanding are fully paid for and non-assessable. The full scope of the terms, rights and liabilities applicable to holders of our securities are set forth in (i) our Amended and Restated Certificate of Incorporation and By Laws, which are incorporated by reference as exhibits into the Registration Statement of which this prospectus is part; and (ii) the applicable statutes of the State of Delaware.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is American Stock Transfer & Trust Company, LLC

Listing

Our Common Stock is traded on the OTCQB market under the symbol ACFN.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences of the receipt of rights in our Rights Offering and the exercise (or expiration) of those rights as applied to U.S. holders (as defined below) of our Common Stock that hold such stock as a capital asset for federal income tax purposes and, insofar as it relates to matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitutes the opinion of our outside counsel, Eilenberg & Krause LLP. This discussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations or change (possibly with retroactive effect). The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. We therefore recommend that each holder of our Common Stock consult its own tax advisor with respect to the particular tax consequences of this offering or the related share issuance to such holder.

This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended, or Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Rights or shares of our Common Stock acquired pursuant to exercise of the Rights.

This summary deals only with U.S. holders that acquire Rights in our Rights Offering and assumes that the Rights or shares of Common Stock issued upon exercise of the Rights will be held as capital assets within the meaning of Section 1221 of the Code.

This summary does not address all aspects of federal income taxation that may be important or consequential to various holders responsive to specific facts or circumstances or to holders who may be subject to special tax rules, including, without limitation, the following, all of whom may be subject to tax rules that differ significantly from those summarized in this discussion:

● U.S. expatriates and former citizens or long-term residents of the United States;

● persons holding the Rights or shares of our Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

● banks, insurance companies, and other financial institutions;

● brokers, dealers or traders in securities;

● “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

● partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

● tax-exempt organizations or governmental organizations;

● persons deemed to sell the Rights, shares of Common Stock under the constructive sale provisions of the Code;

● persons for whom our stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;

● persons who hold or receive the Rights, shares of our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

● tax-qualified retirement plans.

We have not sought, and we will not seek, any rulings from the IRS regarding the federal income tax consequences of this offering or the related share issuances.

For purposes of this summary, a “U.S. holder” is a holder that is for U.S. federal income tax purposes:

● an individual who is a citizen or resident of the U.S.;

● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

● an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

● a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.

THE FOLLOWING IS A DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE RECEIPT OF RIGHTS IN THIS OFFERING AND OF THE EXERCISE, SALE OR OTHER DISPOSITION AND EXPIRATION OF THOSE RIGHTS. EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO IT OF THE RECEIPT OF RIGHTS IN THIS OFFERING AND OF THE EXERCISE, SALE OR OTHER DISPOSITION AND EXPIRATION OF THOSE RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAWS.

Receipt of the Rights

It is the opinion of our outside counsel, Eilenberg & Krause LLP, that the distribution of the Rights should be treated as a non-taxable stock dividend under Section 305(a) of the Code. However, there is a lack of authority directly addressing the application of Section 305(a) of the Code to distributions of Rights, including ones that incorporate backstop commitments by certain securityholders, and thus the application of Section 305(a) of the Code to the distribution of the Rights in our offering is uncertain. In addition, our counsel’s position is not binding on the IRS, or the courts. If this position is finally determined by the IRS or a court to be incorrect, the fair market value of the rights would be taxable to participants in the Rights Offering as a dividend to the extent of our current and accumulated earnings and profits, with any excess being treated as a return of basis to the extent thereof and then as capital gain. Due to the lack of authority on the part of the IRS and the courts in regard to interpreting Code Section 305 as applied to distributions of Rights, it is not reasonably possible to quantify the degree of uncertainty and risk to the recipients of the Rights regarding potential adverse tax effects. See, “Risk Factors—The receipt of Rights may be treated as a taxable distribution to you.”

The distribution of the rights would be taxable under Section 305(b) of the Code if the Rights Offering were to be treated as a distribution or part of a series of distributions that have the effect of the receipt of cash or other property by some of our securityholders and an increase in the proportionate interest of our other securityholders in our assets or earning and profits. Distributions having that effect are referred to as “disproportionate distributions.” For purposes of the definition of “disproportionate distributions”, the term “property” includes money, securities and any other property, except that “property” does not include stock in the corporation making the distribution or rights to acquire such stock. The reference to a “series of distributions” encompasses all distributions of stock made or deemed made by a corporation which have the result of receipt of cash or property by some securityholders and an increase in the proportionate interests of other securityholders. Under the Treasury Regulations applicable to Section 305(b), where the receipt of cash or property occurs more than 36 months following a distribution or series of distributions of stock, or where a distribution is made more than 36 months following the receipt of cash or property, such distribution or distributions will be presumed not to result in the receipt of cash or property by some securityholders and an increase in the proportionate interest of other securityholders, unless the receipt of cash or property by some securityholders and the distribution or series of distributions are made pursuant to a plan. During the last 36 months, we have not made any distributions of cash or non-stock property with respect to our Common Stock. In addition, within the last 36 months, we have not made any payments in cash or non-stock property of interest on previously outstanding convertible notes or of dividends on previously outstanding preferred stock. Currently, we do not intend to pay any dividends on our Common Stock (other than the issuance of the Rights in connection with this offering). In addition, many forms of taxable distributions under Section 305(b) of the Code involve preferred stock, such as the distribution of convertible preferred stock in certain circumstances pursuant to Section 305(b). Currently, we do not have any convertible debt or preferred stock outstanding, nor do we currently intend to issue any convertible debt or preferred stock.

On the basis of the relevant facts discussed in the paragraph above, together with analysis of Section 305(b) of the Code and corresponding Treasury Regulations, it is the opinion of our outside counsel, Eilenberg & Krause LLP, that the distribution of the Rights in the Rights Offering should not constitute an increase in the proportionate interest of some securityholders in the assets or earnings and profits of the Company and that the Rights Offering should therefore not constitute part of a “disproportionate distribution,” pursuant to Section 305(b) of the Code. However, due to lack of authority, the actual application of the Code Section 305 rules to the Rights Offering (and any interest therein or obtained thereby) is uncertain. If our tax counsel’s opinion is determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the Rights is a “disproportionate distribution” or otherwise, the fair market value of the Rights would be taxable to you. See, “Risk Factors—The receipt of Rights may be treated as a taxable distribution to you.”

The remaining description assumes that holders of our Common Stock will not be subject to U.S. federal income tax on the receipt of Rights.

Tax Basis and Holding Period of the Rights

Your tax basis of the Rights you receive with respect to your shares of commons stock for U.S. federal income tax purposes will depend on the fair market value of the Rights you receive and the fair market value of your existing shares of Common Stock on the date you receive the Rights.

If the fair market value of the Rights you receive is less than 15% of the fair market value of your existing shares of Common Stock on the date you receive your Rights, your Rights will have a zero basis, unless you choose to allocate your basis in the shares of Common Stock you own prior to the expiration date of the Rights Offering between your existing shares of Common Stock and the Rights in proportion to the relative fair market values of those existing shares of Common Stock and the Rights, as determined on the date of receipt of the Rights.

However, if the fair market value of the Rights a U.S. holder receives is 15% or more of the fair market value of their existing shares of Common Stock on the date the U.S. holder receives the Rights, then the U.S. holder must allocate its tax basis in its existing shares of Common Stock between those shares and the Rights the U.S. holder receives in proportion to their fair market values determined on the date the U.S. holder receives the Rights.

The fair market value of the Rights on the date of distribution of the Rights is inherently uncertain. We have not obtained any fair market value appraisal, and we do not plan to commission any appraisal regarding the fair market value of the Rights. In ascertaining fair market value of the Rights, you should consider all relevant facts and circumstances, including any difference between the subscription price of the Rights and the trading price of our Common Stock on the date that the Rights are distributed, the length of the period during which the Rights may be exercised and the fact that the Rights are non-transferable.

Expiration of the Rights

If your rights expire without exercise while you continue to hold the shares of our Common Stock with respect to which the rights are granted to you, we do not expect that you will recognize any gain or loss, and your tax basis in the shares of Common Stock on which your rights were granted should equal the tax basis prior to the date of your receipt of the Rights. If the rights expire without exercise after you have disposed of any shares of our Common Stock with respect to which your rights have been granted, you should consult your tax advisor regarding recognition of any possible gain or loss upon the expiration of your rights.

Exercise of the Rights; Tax Basis and Holding Period of the Shares

The exercise of the rights that you receive in this offering should not result in any gain or loss to you. The tax basis of our Common Stock that you acquire through exercise of the rights should be equal to the sum of:

● the subscription price per share; and

● the basis, if any, in the rights that you exercised, determined as described in “—Tax Basis of the Rights” above.

The holding period for the shares of our Common Stock that you acquire upon exercise of a right should begin with the date of exercise of the rights.

If you exercise the rights received in this offering after disposing of the shares of our Common Stock with respect to which the rights are received, you should consult your tax advisor regarding the potential application of the “wash sale” rules under Section 1091 of the Code.

Sale or Other Disposition of the Rights Shares

If you sell, transfer or dispose of the shares that you acquire in respect of the exercise of your rights, the recognition of the gain or loss upon the sale, transfer or disposition of such shares should be a capital gain or loss, assuming the shares are held as capital assets at the time of sale. If you hold your shares for more than one year, the treatment of the gain or loss should be long-term.

Information Reporting and Backup Withholding

You may be subject to information reporting to the IRS and/or U.S. federal backup withholding with respect to dividend payments on or the gross proceeds from the disposition of our shares of Common Stock that you acquire through the exercise of Rights. Backup withholding should not apply if you furnish a correct taxpayer identification number (certified on the IRS Form W-9) or otherwise establish that you are exempt from backup withholding. Backup withholding is not an additional tax. Backup withholding may apply if you (i) fail to furnish your social security or other taxpayer identification number (“TIN”), (ii) furnish an incorrect TIN, (iii) fail to report interest or dividends properly, or (iv) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability. You may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing the applicable information.

LEGAL MATTERS

The validity of the Common Stock offered by this prospectus will be passed upon for us, and certain matters regarding the material U.S. federal income tax consequences of the Rights Offering have been passed upon for us, by Eilenberg & Krause LLP.

EXPERTS

Our consolidated financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2018, were audited by Friedman LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such consolidated statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are an SEC reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the Common Stock and Rights being offered under this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus, we refer you to the complete registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov . You can also obtain copies of materials we file with the SEC from our Internet website found at http://www.acornenergy.com under the heading “Investor Relations.” The information contained in our website is not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus contain important information that you should read about us. The following documents are incorporated by reference into this prospectus:

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 27, 2019 ;
	●	our Current Report on Form 8-K filed with the SEC on May 6, 2019;
	●	our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on May 15, 2019;
	●	our Current Report on Form 8-K filed with the SEC on May 24, 2019; and
	●	our Current Report on Form 8-K filed with the SEC on June 4, 2019.

All documents subsequently filed by us (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, including those made after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the Common Stock made by this prospectus, are deemed to be incorporated by reference into this prospectus. Such future filings will become a part of this prospectus from the respective dates that such documents are filed with the SEC.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that such statement contained herein or in any other subsequently filed document, which is also incorporated or deemed to be incorporated herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The documents incorporated by reference into this prospectus are also available on our corporate website at http://www.acornenergy.com under the heading “Investor Relations.” Information contained on, or that can be accessed through, our website is not part of this prospectus, and you should not consider information on our website to be part of this report unless specifically incorporated herein by reference. You may obtain copies of any or all of the documents incorporated by reference in this prospectus from us free of charge by requesting them in writing or by telephone at the following address:

Acorn Energy, Inc.
1000 N West Street, Suite 1200
Wilmington, Delaware 19801
(302) 656-1708

Acorn Energy, Inc.

Rights to Purchase Shares of Common Stock
9,975,553 Shares of Common Stock

PROSPECTUS

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the affairs of our company have not changed since the date of this prospectus.

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is an itemization of all expenses (subject to future contingencies) incurred or to be incurred by us in connection with the issuance and distribution of the securities being offered. All items below are estimates. The registrant will pay all of such expenses.

Securities and Exchange Commission registration fee	$	291
Accounting fees and expenses	$	6,000
Legal fees and expenses	$	100,000
Subscription Agent and Information Agent fees and expenses	$	25,000
Printing fees	$	2,000
Other miscellaneous fees and expenses	$	1,500
Total	$	134,791

Item 14. Indemnification of Directors and Officers.

The Certificate of Incorporation, as amended, and the Amended Bylaws of the Registrant provide that the Registrant shall indemnify its officers, directors and certain others to the fullest extent permitted by the General Corporation Law of Delaware (“DGCL”). Section 145 of the DGCL provides that the Registrant, as a Delaware corporation, is empowered, subject to certain procedures and limitations, to indemnify any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding (including a derivative action) in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the Registrant (each, an “Indemnitee”); provided that the right of an Indemnitee to receive indemnification is subject to the following limitations: (i) an Indemnitee is not entitled to indemnification unless he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful and (ii) in the case of a derivative action, an Indemnitee is not entitled to indemnification in the event that he is judged to be liable to the Company (unless and only to the extent that the court determines that the Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the court deems proper). The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Pursuant to Section 145 of the DGCL, the Registrant has purchased insurance on behalf of its present and former directors and officers against any liability asserted against or incurred by them in such capacity or arising out of their status as such.

In accordance with Section 102(b)(7) of the DGCL, the Certificate of Incorporation of the Registrant eliminates personal liability of the Registrant’s directors to the Registrant or its stockholders for monetary damages for breach of their fiduciary duties as a director, with certain limited exceptions set forth in Section 102(b) (7) of the DGCL.

The Registrant has entered into an indemnification agreement with all of its present officers and directors and plans to enter into such agreements with all future officers and directors. The terms of the agreement require that the Registrant maintain a minimum level of insurance coverage for claims against officers and directors and that the Registrant indemnify the officer and/or director against claims against them that arise in their service on behalf of the Registrant.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

None.

Item 16. Exhibits and Financial Statement Schedules.

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

(a) List of Exhibits .

The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

(b) Financial Statement Schedules .

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the expiration of the offering.

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(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

4.1	Form of Subscription Agent Agreement*

4. 2	Form of Rights Certificate*

4. 3	Form of Notice to Stockholders who are Record Holders*

4. 4	Form of Notice to Stockholders who are Acting as Nominees*

4. 5	Form of Notice to Clients of Stockholders who are Acting as Nominees*

4. 6	Form of Notice of Guaranteed Delivery*

4. 7	Form of Instructions as to use of Rights Certificate*

5.1	Legal Opinion of Eilenberg & Krause LLP*

8.1	Opinion re tax matters *

10.1	Form of Backstop Agreement between Acorn Energy, Inc. and the Backstop Purchasers*

10.2	Form of Registration Rights Agreement between Acorn Energy, Inc. and the Backstop Purchasers*

23.1	Consent of Friedman LLP*

23.2	Consent of Eilenberg & Krause LLP (contained in opinions filed as Exhibits 5.1 and 8.1 )

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on June 4, 2019.

	ACORN ENERGY, INC.

	By:	/s/ Jan H. Loeb
		Jan H. Loeb
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jan H. Loeb	President, Chief Executive Officer,	June 4, 2019
Jan H. Loeb	and Director (Principal Executive Officer)

/s/ Tracy S. Clifford	Chief Financial Officer (Principal	June 4, 2019
Tracy S. Clifford	Financial Officer and Principal Accounting Officer)

*	Director
Gary Mohr

*	Director
Michael F. Osterer

*	Director
Samuel M. Zentman

*By:	/s/ Jan H. Loeb				June 4, 2019
	Attorney-in-fact

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SUBSCRIPTION AGENT AGREEMENT

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of June __ , 2019, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Acorn Energy, Inc. (the “Company”).

1.	The Company is offering (the “Rights Offering”) to the holders of shares of its common stock, par value $0.01 per share (“Common Stock”) and certain warrants (the “Warrants”), on June 3, 2019 (the “Record Date”), the right (“Rights”) to subscribe for 0.312 shares of Common Stock. Rights shall cease to be exercisable at 5:00 P.M., New York City time, on Juned 24, 2019, or such later date of which the Company notifies the Subscription Agent orally and confirms in writing (the “Expiration Date”). One (1) Right is being issued for each share of Common Stock held on the Record Date and for each eligible Warrant (collectively, the “Warrants”) held on the Record Date. Payment in full of the subscription price of $0.24 per share (the “Subscription Price”) together with Rights entitling the holder to purchase one or more whole shares is required to subscribe for shares. Rights are evidenced by non-transferable subscription certificates in registered form (“Subscription Certificates”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company’s final Prospectus for the Rights Offering, to be dated the effective date of the Rights Offering (the “Prospectus”).

2.	The Subscription Agent is hereby appointed to effect the Rights Offering as set forth herein. The Subscription Agent may rely on, and shall be protected in acting upon, any certificate, instrument, opinion, representation, notice letter or other document delivered to it and believed by it to be genuine and to have been signed by the proper party or parties.

3.	Enclosed herewith are the following, the receipt of which the Subscription Agent acknowledges by its execution hereof:

	(a)	a copy of the Prospectus;

	(b)	the form of Subscription Certificate (with instructions);

	(c)	resolutions adopted by the board of directors of the Company in connection with the Rights Offering, certified by the assistant secretary of the Company;

	(d)	notice of guaranteed delivery (“Notice of Guaranteed Delivery”); and

	(e)	a schedule of the Company’s Warrant holders entitled to receive Rights, including the names, number of Warrants and any other information requested by the Subscription Agent.

As soon as is reasonably practical, the Subscription Agent shall mail or cause to be mailed to each ((i) holder of Common Stock, based on the record owners on the transfer books of the Company maintained by American Stock Transfer & Trust Company, LLC, as the Company’s transfer agent,, and (ii) holder of Warrants, based on the owners of the Warrants as reflected on the Warrant register provided by the Company to the Subscription Agent in the form prescribed by the Subscription Agent, in each case at the close of business on the Record Date, a Subscription Certificate evidencing the Rights to which such holder is entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope addressed to the Subscription Agent. Prior to mailing, the Company shall provide the Subscription Agent with blank Subscription Certificates which the Subscription Agent shall prepare and issue in the names of holders of Common Stock and Warrants of record at the close of business on the Record Date and for the number of Rights to which they are entitled. The Company shall also provide the Subscription Agent with a sufficient number of copies of each of the documents to be mailed with the Subscription Certificates.

5.	Subscription Procedure.

	(a)	Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check or bank draft payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subsections (b) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates or book entry certificates representing the shares duly subscribed for and furnish a list of all such information to the Company.

	(b)	Funds received by the Subscription Agent upon exercise of Rights shall be held by it in a segregated account. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

The Company shall have the absolute right to reject any defective exercise of Rights or to waive any defect in exercise. Unless requested to do so by the Company, the Subscription Agent shall not be under any duty to give notification to holders of Subscription Certificates of any defects or irregularities in subscriptions. Subscriptions will not be deemed to have been made until any such defects or irregularities have been cured or waived within such time as the Company shall determine. The Subscription Agent shall as soon as practicable return Subscription Certificates with the defects or irregularities which have not been cured or waived to the holder of the Rights. If any Subscription Certificate is alleged to have been lost, stolen or destroyed, the Subscription Agent should follow the same procedures followed for lost stock certificates representing Common Stock it uses in its capacity as transfer agent for the Company’s Common Stock.

7.	If prior to 5:00 P.M., New York City time, on the Expiration Date the Subscription Agent receives (i) payment in full of the Subscription Price for the shares being subscribed for and (ii) a guarantee notice substantially in the form of the notice of guaranteed delivery (“Notice of Guaranteed Delivery”) delivered with the Subscription Certificate, from a financial institution having an office or correspondent in the United States, or a member firm of any registered United States national securities exchange or of FINRA stating the certificate number of the Subscription Certificate relating to the Rights, the name and address of the exercising subscriber, the number of Rights represented by the Subscription Certificate held by such exercising subscriber, the number of shares being subscribed for pursuant to the Rights and guaranteeing the delivery to the Subscription Agent of the Subscription Certificate evidencing such Rights within two (2) OTCQB trading days (“Trading Days”) following the date of the Notice of Guaranteed Delivery, then the Rights may be exercised even though the Subscription Certificate was not delivered to the Subscription Agent prior to 5:00 P.M., New York City time, on the Expiration Date, provided that within two Trading Days following the date of the Notice of Guaranteed Delivery the Subscription Agent receive the properly completed Subscription Certificate evidencing the Rights being exercised, with signatures guaranteed if required.

8.	If requested, the Subscription Agent shall deliver to the Company copies of the exercised Subscription Certificates in accordance with written directions received from the Company. The Subscription Agent shall deliver to the subscribers who have duly exercised Rights, at their registered addresses certificates representing the securities subscribed for as instructed on the reverse side of the Subscription Certificates.

9.	The Subscription Agent shall notify the Company by telephone on an before the close of business on each Business Day during the period commencing five (5) Business Days after the mailing of the Rights and ending at the Expiration Date (and in the case of guaranteed deliveries ending two (2) Trading Days after the Expiration Date) (a “daily notice”), which notice shall thereafter be confirmed in writing, of (i) the number of Rights exercised on the day covered by such daily notice, (ii) the number of Rights subject to guaranteed exercises on the day covered by such daily notice, (iii) the number of Rights for which defective exercises have been received on the day covered by such daily notice, and (iv) the cumulative total of the information set forth in clauses (i) through (iii) above. As used in herein, “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. At or before 5:00 P.M., New York City time, on the first Trading Day following the Expiration Date the Subscription Agent shall certify in writing to the Company the cumulative total through the Expiration Date of all the information set forth in clauses (i) through (iii) above. At or before 10:00 A.M., New York City time, on the fifth Trading Day following the Expiration Date the Subscription Agent will execute and deliver to the Company a certificate setting forth the number of Rights exercised pursuant to a Notice of Guaranteed Delivery and as to which Subscription Certificates have been timely received. The Subscription Agent shall also maintain and update a listing of holders who have fully or partially exercised their Rights, holders who have transferred their Rights and their transferees, and holders who have not exercised their Rights. The Subscription Agent shall provide the Company or its designees with such information compiled by the Subscription Agent pursuant to this Section 10 as any of them shall request.

10.	With respect to notices or instructions to be provided by the Company hereunder, the Subscription Agent may rely and act on any written instruction signed by any one or more of the following authorized officers or employees of the Company:

	Name	Title
	Jan Loeb	President and CEO
	Sheldon Krause	Assistant Secretary

11.	Whether or not the Rights Offering is consummated, the Company agrees to pay the Subscription Agent for services rendered hereunder, as set forth in the schedule attached to this Agreement.

12.	The Subscription Agent may employ or retain such agents (including but not limited to, vendors, advisors and subcontractors) as it reasonably requires to perform its duties and obligations hereunder; may pay reasonable remuneration for all services so performed by such agents; shall not be responsible for any misconduct on the part of such agents; and in the case of counsel, may rely on the written advice or opinion of such counsel, which shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Subscription Agent hereunder in good faith and in accordance with such advice or opinion. Additionally, the Subscription Agent shall identify, report and deliver any unclaimed property and/or payments to all states and jurisdictions for the Company in accordance with applicable abandoned property law. The Subscription Agent shall also provide information agent services to the Company on terms to be mutually agreed upon by the parties hereto.

13.	The Company hereby covenants and agrees to indemnify, reimburse and hold the Subscription Agent and its officers, directors, employees and agents harmless against any loss, liability or reasonable expense (including legal and other fees and expenses) incurred by the Subscription Agent arising out of or in connection with entering into this Agreement or the performance of its duties hereunder, except for such losses, liabilities or expenses incurred as a result of its gross negligence, bad faith or willful misconduct. The Company shall not be liable under this indemnity with respect to any claim against the Subscription Agent unless the Company is notified of the written assertion of a claim against it, or of any action commenced against it, promptly after it shall have received any such written information as to the nature and basis of the claim; provided, however, that failure by the Subscription Agent to provide such notice shall not relieve the Company of any liability hereunder if no prejudice occurs.

	In no event shall the Subscription Agent have any liability for any incidental, special, statutory, indirect or consequential damages, or for any loss of profits, revenue, data or cost of cover.

	All provisions regarding indemnification, liability and limits thereon shall survive the resignation or removal of the Subscription Agent or the termination of this Agreement.

14.	Any notice or communication by the Subscription Agent or the Company to the other is duly given if in writing and delivered in person or via first class mail (postage prepaid), or overnight air courier to the other’s address.

	If to the Company:

	Acorn Energy, Inc.
	1000 N West Street, Suite 1200
	Wilmington, DE 19801

	If to the Subscription Agent:

	American Stock Transfer & Trust Company, LLC
	6201 15th Avenue
	Brooklyn, New York 11219
	Attn: Corporate Actions
	Tel: (718) 921.8200

	with copy to:

	American Stock Transfer & Trust Company, LLC
	6201 15th Avenue
	Brooklyn, New York 11219
	Attn: General Counsel
	Tel: (718) 921.8200

	The Subscription Agent and the Company may, by notice to the other, designate additional or different addresses for subsequent notices or communications.

15.	If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement between us to the full extent permitted by applicable law.

16.	This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law, and shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

17.	Neither this Agreement, nor any rights or obligations hereunder, may be assigned by either party without the written consent of the other party. However, the Subscription Agent may assign this Agreement, or any rights granted hereunder, in whole or in part, either to affiliates, another division, subsidiaries or in connection with its reorganization or to successors of all or a majority of the Subscription Agent’s assets or business without the prior written consent of the Company.

18.	No provision of this Agreement may be amended, modified or waived, except in writing signed by all of the parties hereto. This Agreement may be executed in counterparts, each of which shall be for all purposes deemed an original, but all of which together shall constitute one and the same instrument.

19.	Nothing herein contained shall amend, replace or supersede any agreement between the Company and the Subscription Agent to act as the Company’s transfer agent, which agreement shall remain of full force and effect.

[signature page follows]

This Subscription Agent Agreement has been executed by the parties hereto as of the date first written above.

	ACORN ENERGY, INC.

	By:
	Name:	Jan Loeb
	Title:	President and Chief Executive Officer

AGREED & ACCEPTED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By:
Name:	Michael Legregin
Title:	Senior Vice President

Fee Schedule

Project fee $16,000.00

Per account exercised $20.00

Extension to the Expiration Time $3,500.00

Plus out-of-pocket and extraordinary expenses

DTC new cusip eligibility fee $1,000.00 (Non-Negotiable, pass-thru fee)

Fees are payable prior to the Launch date

Santander Bank NA.

601 Penn Street

Reading, PA 19601

ABA # 231372691

SWIFT CODE: SVRNUS33

For further credit to: American Stock Transfer & Trust, LLC

6201 15 ^TH Avenue

Brooklyn, NY 11219

Account # 3036002123

Reference: Company name

Attn: Accounts Receivable

The party below is responsible for payment of the fees:

Name: Acorn Energy

Attention: Jan Loeb

1000 N West Street Suite 1200

Wilmington, DE 19801

Phone:410-654-3315

Email: Jloeb@acornenergy.com

The fees quoted in this schedule apply to services ordinarily rendered by American Stock Transfer & Trust Company, LLC (“AST”) as Subscription Agent and are subject to adjustment based on final review of documents, or when AST is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Out-of-pocket expenses include, but are not limited to, 1099’s (calculations, production, print, mail, and IRS reporting), cost basis calculations and reporting, and regulatory mailings. Furthermore, the fees quoted in this schedule are based upon information provided to AST and are subject to change upon modification or supplementation of such information resulting in the provision of additional services by AST. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, calculations, notices and reports, legal fees and unanticipated transaction costs (including charges for wire transfers, checks, internal transfers and securities transactions) will be billed as extraordinary expenses.

ACORN ENERGY, INC.

Subscription Rights to Purchase Shares of Common Stock

Offered Pursuant to Subscription Rights Distributed

to Stockholders of Acorn Energy, Inc.

June [__], 2019

Dear Stockholder:

This letter is being distributed by Acorn Energy, Inc. (the “ Company ”) to all holders of record of shares of its common stock, par value $0.01 per share (“ Common Stock ”) at 5:00 p.m., New York City time, on June 3, 2019 (the “ Record Date ”), in connection with a distribution in a rights offering (the “ Rights Offering ”) by the Company of non-transferable subscription rights (the “ Rights ”) to subscribe for and purchase shares of Common Stock of the Company. The Rights and underlying shares of Common Stock are described in the Prospectus dated June [__], 2019 (the “ Prospectus ”), a copy of which accompanies this letter.

The Company is offering an aggregate of up to 9,975,553 shares of Common Stock in the Rights Offering, as described in the Prospectus, at a subscription price of $0.24 per share (the “ Subscription Price ”).

The Rights will expire and cease to have any value if not exercised prior to 5:00 p.m., New York City time, on January 3, 2018 (the “ Expiration Date ”), unless the Rights Offering is extended.

As described in the accompanying Offering Circular, you will receive one Right for each share of Common Stock owned at 5:00 p.m., New York City time, on the Record Date. The Rights will be evidenced by a non-transferable subscription rights certificate (a “ Rights Certificate ”). Each Right will allow you to subscribe for 0.312 shares of Common Stock at the Subscription Price. For example, if you owned 1,000 shares of Common Stock as of 5:00 p.m., New York City time, on the Record Date, you would receive 1,000 Rights and would have the right to purchase 312 shares of Common Stock at the Subscription Price (for a total payment of $74.88).

The Company will not issue fractional shares. Fractional shares resulting from the exercise of the Basic Subscription Right and the Oversubscription Privilege will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that the Company offers no more than 9,975,553 shares of Common Stock in the Rights Offering.

Enclosed are copies of the following documents:

	1.	Prospectus;

	2.	Rights Certificate;

	3.	Instructions as to Use of Acorn Energy, Inc. Rights Certificates; and

	4.	A return envelope addressed to American Stock Transfer and Trust Co., LLC (the “ Subscription Agent ”).

Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Rights Certificate and forward it, with payment of the Subscription Price in full for each share of Common Stock subscribed for pursuant to the Rights, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any uncertified checks, prior to 5:00 p.m., New York City time, on the Expiration Date.

All exercises of Rights are irrevocable.

Additional copies of the enclosed materials may be obtained from the Company. The Company’s telephone number is (410) 654-3315.

	Very truly yours,

	Acorn Energy, Inc.

FORM OF LETTER TO NOMINEES

ACORN ENERGY, INC.

Subscription Rights to Purchase Shares of Common Stock

Offered Pursuant to Subscription Rights Distributed

to Stockholders of Acorn Energy, Inc.

June [__], 2019

To Brokers, Dealers, Banks and Other Nominees:

This letter is being distributed by Acorn Energy, Inc. (the “ Company ”) to brokers, dealers, banks and other nominees in connection with the rights offering (the “ Rights Offering ”) by the Company to subscribe for and purchase shares of common stock, par value $0.01 per share (“ Common Stock ”), pursuant to non-transferable subscription rights (the “ Rights ”) distributed to all holders of record (“ Recordholders ”) of shares of Common Stock of the Company at 5:00 p.m., New York City time, on June 3, 2019 (the “ Record Date ”). The Rights and underlying shares of Common Stock are described in the Prospectus dated June [__], 2019 (the “ Prospectus “), a copy of which accompanies this letter.

The Rights will expire and cease to have any value if not exercised prior to 5:00 p.m., New York City time, on June 24, 2019 (the “ Expiration Date ”), unless the Rights Offering is extended.

As described in the accompanying Prospectus, each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one Right for each share of Common Stock owned by such beneficial owner at 5:00 p.m., New York City time, on the Record Date. The Rights of each Recordholder will be evidenced by a non-transferable subscription rights certificate (each, a “ Rights Certificate ”) registered in the name of the Recordholder or its nominee. Each Right will allow the holder thereof to subscribe for 0.312 shares of Common Stock at the Subscription Price. For example, if a Recordholder owned 1,000 shares of Common Stock as of 5:00 p.m., New York City time, on the Record Date, the Recordholder would receive 1,000 Rights and would have the right to purchase 312 shares of Common Stock at the Subscription Price (for a total payment of $74.88).

We are asking persons who hold shares of Common Stock beneficially and who have received the Rights distributed with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of shares of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.

Enclosed are copies of the following documents:

	1.	Prospectus;

	2.	Rights Certificate;

	3.	Instructions as to Use of Acorn Energy, Inc. Rights Certificates;

	4.	A form of letter which may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee;

	5.	Form of Beneficial Owner Election Form; and

	6.	Form of Nominee Holder Certification.

Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Rights Certificate and forward it, with payment of the Subscription Price in full for each share of Common Stock subscribed for pursuant to the Rights to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any uncertified checks, prior to 5:00 p.m., New York City time, on the Expiration Date.

All exercises of Rights are irrevocable.

Additional copies of the enclosed materials may be obtained from the D.F. King & Co., Inc., the Information Agent in connection with the Rights Offering. You may contact them directly with any questions or comments toll-free at 866-388-7535.

	Very truly yours,

	Acorn Energy, Inc.

FORM OF LETTER TO CLIENTS

ACORN ENERGY, INC.

Subscription Rights to Purchase Shares of Common Stock

Offered Pursuant to Subscription Rights Distributed

to Stockholders of Acorn Energy, Inc.

June __, 2019

To Our Clients:

This letter is being distributed to our clients who are holders of shares of common stock, par value $0.01 per share (“ Common Stock ”) of Acorn Energy, Inc. (the “ Company ”) as of 5:00 p.m., New York City time, on June 3, 2019 (the “ Record Date ”), in connection with a distribution in a rights offering (the “ Rights Offering ”) by the Company of non-transferable subscription rights (the “ Rights ”) to subscribe for and purchase shares of Common Stock of the Company. The Rights and underlying shares of Common Stock are described in the Prospectus dated June [__], 2019 (the “ Prospectus ”), a copy of which accompanies this letter.

The Rights will expire and cease to have any value if not exercised prior to 5:00 p.m., New York City time, on June 24, 2019 (the “ Expiration Date ”), unless the Rights Offering is extended.

As described in the accompanying Prospectus, each holder of shares of Common Stock of the Company as of 5:00 p.m., New York City time, on the Record Date (each, a “ Recordholder ”) will receive one Right for each share of Common Stock owned at such time, evidenced by a non-transferable subscription rights certificate (the “ Rights Certificate ”). Each Right entitles the holder thereof to subscribe for 0.312 shares of Common Stock at the Subscription Price. For example, if a Recordholder owned 1,000 shares of Common Stock as of 5:00 p.m., New York City time, on the Record Date, the Recordholder would receive 1,000 Rights and would have the right to purchase 312 shares of Common Stock at the Subscription Price (for a total payment of $74.88).

Enclosed are copies of the following documents:

	1.	Prospectus;

	2.	Form of Beneficial Owner Election Form; and

	3.	Instructions as to Use of Acorn Energy, Inc. Rights Certificates.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES OF COMMON STOCK HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions from you as to whether you wish for us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus and other materials. However, we urge you to read the Prospectus and other enclosed materials carefully before instructing us to exercise your Rights.

If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form enclosed with this letter.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at 5:00 p.m., New York City time, on the Expiration Date. You are encouraged to forward your instructions to us before the Expiration Date to allow us ample time to act upon your instructions. All exercises of Rights are irrevocable.

NOTICE OF GUARANTEED DELIVERY

FOR

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES ISSUED

BY ACORN ENERGY, INC.

This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the rights offering (the “Rights Offering”) described in the Prospectus, dated June [__], 2019 (the “Prospectus”) of Acorn Energy, Inc., a Delaware Corporation (the “Company”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Subscription Rights Certificates(s)”) to the Subscription Agent listed below (the “Subscription Agent”) at or prior to 5:00 p.m., Eastern time, on June 24, 2019, unless such time is extended by the Company as described in the Prospectus (as it may be extended, the “Expiration Date”). Such form must be delivered by hand or sent by fax transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date. See “The Rights Offering—Method for Exercising Rights” in the Prospectus.

Payment of the Subscription Price of $0.24 per share for each 0.312 of a share of the Company’s common stock subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in “The Offer—Form of Payment” in the Prospectus at or prior to 5:00 p.m., Eastern time, on the Expiration Date even if the Subscription Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See “The Offer—Method for Exercising Rights” in the Prospectus.

The Subscription Agent is: American Stock Transfer & Trust Company, LLC

If delivering by regular mail :	If delivering by hand, express mail, courier or other expedited service :

American Stock Transfer & Trust Company, LLC Operations Center P.O. Box 2042 New York, NY 10272-3042	American Stock Transfer & Trust Company, LLC Operations Center 6201 15 ^th Avenue Brooklyn, NY 11219

Telephone number for Confirmation (Toll Free): 877-283-0323

DELIVERY OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

If you have any questions or require additional copies of relevant documents please contact the Company’s Information Agent, D.F. King & Co., Inc. (toll free): 866-388-7535.

Ladies and Gentleman:

The undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificate(s) representing [●] Rights and that such Subscription Rights Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., Eastern time, on the Expiration Date. Upon terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the Rights to subscribe for shares of common stock with respect to the Rights represented by such Subscription Rights Certificates(s).

The undersigned understands that payment of the Subscription Price of $0.24 for each 0.312 share of common stock subscribed for pursuant to the Rights Offering must be received by the Subscription Agent at or before 5:00 p.m., Eastern time, on the Expiration Date and represents that such payment, in the aggregate amount of $_________ either (check appropriate box):

	●	is being delivered to the Subscription Agent herewith or,
	●	has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto):

	●	Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.)
	●	Certified check
	●	Bank draft (cashier’s check)
	●	Money order

Name of Maker: ___________________________

Date of check, draft or money order: ___________

Check, draft or money order number: ___________

Bank or other institution on which

Check is drawn or issuer of money order: ________

Signature(s)		Address
Name(s)
	(please type or print)		Area Code and Tel. No.(s)

Subscription Rights Certificates (No(s). (if available) _______________________________________________________

GUARANTEE OF DELIVERY

(Not to Be Used For Subscription Rights Certificate Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within two (2) business days after the Expiration Date.

	Dated:


(Address)		(Name of Firm)


(Area Code and Telephone Number)		(Authorized Signature)

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificate(s) to the Subscription Agent within the time period shown in the Prospectus, dated June [___], 2019 of Acorn Energy, Inc. Failure to do so could result in a financial loss to such institution.

INSTRUCTIONS AS TO USE OF ACORN ENERGY, INC.
RIGHTS CERTIFICATES

The following instructions relate to a rights offering (the “ Rights Offering ”) by Acorn Energy, Inc., a Delaware corporation (the “ Company ”), to the holders of record of shares of its common stock, par value $0.01 per share (“ Common Stock ”) and to holders of certain outstanding warrants to purchase shares of Common Stock (“ Warrants ”), as described in the Company’s Prospectus dated June [__], 2019 (the “ Prospectus ”). Holders of record of shares of Common Stock as of 5:00 p.m., New York City time, on June 3, 2019 (the “ Record Date ”) are receiving, at no charge, non-transferable subscription rights (the “ Rights ”) to subscribe for and purchase up to 9,975,553 shares of the Company’s Common Stock at a subscription price of $0.24 per share (the “ Subscription Price ”). American Stock Transfer and Trust Company, LLC is acting as subscription agent for the Rights Offering (the “ Subscription Agent ”).

Each holder will receive one Right for each share of Common Stock owned of record as of 5:00 p.m., New York City time, on the Record Date. The Rights will expire, if not exercised prior to 5:00 p.m., New York City time, on June 24, 2019 (the “ Expiration Date ”), unless the Company extends such Expiration Date. Each Right entitles the holder thereof, at the election of such holder, to subscribe for 0.312 shares of Common Stock at the Subscription Price.

The Company will not issue fractional shares in the Rights Offering. Fractional shares resulting from the exercise of the Subscription Right will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that we offer no more than 9,975,553 shares of Common Stock in the Rights Offering.

The Rights will be evidenced by non-transferable Rights certificates (“ Rights Certificates ”). The number of Rights to which you are entitled is printed on the face of your Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights by completing the appropriate section on the back of your Rights Certificate and returning the Rights Certificate with your payment to the Subscription Agent in the envelope provided, or, if you are a beneficial owner of Common Stock, by instructing your broker, custodian bank or other nominee to do so on your behalf. See “Method of Subscription – Exercise of Rights.”

YOUR RIGHTS CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PAYMENT OF THE SUBSCRIPTION PRICE FOR ALL RIGHTS EXERCISED, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. RIGHTS NOT VALIDLY EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE. IN CASE YOU HOLD RIGHTS THROUGH A BROKER, CUSTODIAN BANK OR OTHER NOMINEE, YOU SHOULD VERIFY THE DEADLINE FOR DELIVERING YOUR INSTRUCTION WITH YOUR BROKER, CUSTODIAN BANK OR OTHER NOMINEE.

1. Method of Subscription — Exercise of Rights

Your Rights are evidenced by a non-transferable Rights Certificate, which will either be a physical certificate issued through the facilities of the Subscription Agent. The Rights Certificates will be delivered to record holders or, if a shareholder’s Common Stock is registered in the name of a broker, custodian bank or other nominee, on his, her or its behalf, to such broker, custodian bank or other nominee.

The Rights may be exercised by registered holders of Common Stock or Warrants by completing and signing the Rights Certificate and delivering the completed and duly executed Rights Certificate, together with the full subscription payment, to the Subscription Agent at the address set forth below. Completed Rights Certificates and related payments, including final clearance of any uncertified checks, must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

If you are a beneficial owner of shares of Common Stock that are registered in the name of a broker, custodian bank or other nominee and you wish to exercise your Rights, you should instruct your broker, custodian bank or other nominee to exercise your Rights on your behalf by delivering all documents and payment on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date. This means that you should give such instructions to your broker, custodian bank or other nominee sufficiently in advance of the Expiration Date to enable your broker, custodian bank or other nominee to exercise your Rights on your behalf before the Expiration Date. The Company will ask your record holder to notify you of the Rights Offering. You should complete and return to your record holder the appropriate subscription documentation you receive from your record holder. Your Rights will not be considered exercised unless the Subscription Agent receives from your broker, custodian bank or other nominee all of the required documents and your full subscription payment prior to 5:00 p.m., New York City time, on the Expiration Date. Brokers, custodian banks or other nominee holders of Rights will be required to certify to the Subscription Agent, before any Right may be exercised with respect to any particular beneficial owner, as to the aggregate number of shares of Common Stock subscribed for pursuant to the Right by such beneficial owner.

Nominees, such as brokers, dealers, custodian banks or other nominees, who hold shares of Common Stock for the account of others, should notify the respective beneficial owners as soon as possible to ascertain the beneficial owners’ intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the nominee should exercise the Rights on behalf of the beneficial owner and deliver all documents and payment prior to 5:00 p.m., New York City time, on the Expiration Date. Whether you are a record holder or hold through a broker, custodian bank or other nominee, the Company will not be obligated to honor your exercise of Rights if the Subscription Agent receives the documents relating to your exercise from you or from your nominee, as applicable, after the expiration of the Rights Offering, regardless of when you transmitted the documents.

The Company and the Subscription Agent will accept only properly completed and duly executed Rights Certificates actually received at the applicable address listed below, prior to 5:00 p.m., New York City time, on the Expiration Date.

The Rights Certificate and payment of the Subscription Price must be delivered to the Subscription Agent by one or more of the following methods:

If delivering by regular mail :	If delivering by hand, express mail, courier or other expedited service :

American Stock Transfer & Trust Company, LLC Operations Center P.O. Box 2042 New York, NY 10272-3042	American Stock Transfer & Trust Company, LLC Operations Center 6201 15 ^th Avenue Brooklyn, NY 11219

DELIVERY TO AN ADDRESS OTHER THAN THAT PROVIDED ABOVE DOES NOT CONSTITUTE VALID DELIVERY AND, ACCORDINGLY, MAY BE REJECTED BY THE COMPANY. PLEASE DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS TO THE COMPANY.

If you do not indicate the number of Rights being exercised, or do not forward full payment of the Subscription Price, then you will be deemed to have exercised your Rights with respect to the maximum number of whole Rights that may be exercised with the aggregate Subscription Price you delivered to the Subscription Agent.

2. Payment Method

Your payment of the Subscription Price must be made in U.S. dollars for the full number of shares of Common Stock you wish to acquire under the Rights by one of the following methods:

	●	Check or bank draft drawn on a U.S. bank payable to “American Stock Transfer & Trust Company, LLC, as Subscription Agent”; or

	●	Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent. If you desire to make payment by wire transfer, please see the wire instructions on the reverse side of the Rights Certificate and on page [—] of the Prospectus.

3. Issuance of Common Stock

Stockholders whose shares are held of record by Cede or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any shares that they acquire credited to the account of Cede or the other depository or nominee. With respect to all other stockholders, shares will be issued in book-entry form The Company will not issue any stock certificates. Holders of record of Common Stock will receive a statement of ownership from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, reflecting the shares of Common Stock that have purchased in the Rights Offering, shortly after the expiration of the Rights Offering.

4. Sale or Transfer of Rights

The Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your Rights to anyone.

5. Execution

	a.	Execution by Registered Holder . The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing on behalf of the registered holder and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

	b.	Execution by Person Other than Registered Holder . If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority.

	c.	Signature Guarantees . Your signature must be guaranteed by an Eligible Institution if you specify special delivery instructions.

6. Method of Delivery

The method of delivery of Rights Certificates and payment of the subscription payments to the Subscription Agent will be at the election and risk of the participating Rights holder, but if sent by mail it is recommended that such certificates and payments be sent by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date. If you are a beneficial owner, you must act promptly to ensure that your broker, custodian bank or other nominee acts for you and that all required certificates and payments are actually received by the Subscription Agent prior to the expiration of the Rights Offering. The Company is not responsible if your broker, custodian bank or other nominee fails to ensure that all required certificates and payments are actually received by the Subscription Agent prior to the expiration of the Rights Offering.

7. No Revocation

All exercises of Rights are irrevocable.

8. Special Provisions Relating to the Delivery of Rights Through DTC

In the case of Rights that are held of record through the Depository Trust Company (“ DTC ”), exercises of Rights may be effected by instructing DTC to transfer Rights from the DTC account of such holder to the DTC account of the Subscription Agent, together with certification as to the aggregate number of Rights subscribed for pursuant to the Rights by each beneficial owner of Rights on whose behalf such nominee is acting, and payment of the Subscription Price for each share of Common Stock subscribed for pursuant to the Rights.

Eilenberg & Krause llp

11 East 44th Street

19 ^TH Floor

New York, New York 10017

Telephone: (212) 986-9700

Facsimile: (212) 986-2399

June 4 , 2019

Acorn Energy, Inc.

1000 N West Street

Suite 1200

Wilmington, DE 19801

Re: Registration Statement on Form S-1 (File No. 333-231206)

Ladies and Gentlemen:

We have acted as special counsel to Acorn Energy, Inc., a Delaware corporation (the “ Company ”) in connection with the Company’s registration statement on Form S-1 (File No. 333-231206) (the “ Registration Statement ”) initially filed on May 3, 2019 by the Company with the Securities and Exchange Commissions (the “ Commission ”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the issuance by the Company of (i) non-transferable subscription rights (the “ Rights ”) entitling the holders thereof to purchase shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) to be distributed by the Company without consideration in connection with the Company’s Rights offering to holders of record of Common Stock as of the record date, and as more fully described in the Registration Statement, and (ii) shares of Common Stock issuable upon exercise of the Rights (the “ Shares ”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K.

In connection with this opinion, we have examined or are familiar with the charter documents of the Company, the Registration Statement, and such other certificates, instruments, and document as we have considered necessary or appropriate for the purposes of this opinion. In our examination we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conforming to originals of all documents submitted to us as certified copies or photocopies, and the authenticity of originals of such latter documents. We have also considered such matters of law and fact as we, in our professional judgment, have deemed appropriate to render the opinion contained herein. As to certain factual matters, and without investigation or analysis of any underlying data contained therein, we have also relied on oral or written statements of officers and other representatives of the Company, whom we believe to be responsible, in rendering the opinion set forth below.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that (i) the Rights have been duly authorized by the Company and, when issued, will be the valid and binding obligations of the Company, enforceable against the Company; and (ii) the Shares have been duly authorized, and, when issued and delivered in the manner described in the Registration Statement against payment therefor, and upon the book entry of the Shares by the transfer agent for the Common Stock, will be validly issued, fully paid, and nonassessable in accordance with their terms.

Acorn Energy, Inc.

June 4 , 2019

Page 2

The opinion set forth herein is limited to matters governed by the laws of the State of New York corporate laws of the State of Delaware, and no opinion is expressed herein as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of the Shares.

Our opinion is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that might come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to us under heading “Legal Matters” in the prospectus included with the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission thereunder.

	Very truly yours,

	/s/ Eilenberg & Krause LLP

Eilenberg & Krause llp

11 East 44th Street

19 ^th Floor

New York, New York 10017

Telephone: (212) 986-9700

Facsimile: (212) 986-2399

June 4 , 2019

Acorn Energy, Inc.

1000 N West Street

Suite 1200

Wilmington, DE 19801

Ladies and Gentlemen:

We have acted as counsel to Acorn Energy, Inc. (“Acorn”), a Delaware corporation, in connection with the distribution by Acorn to its stockholders and certain warrant holders (each, a “Securityholder” and collectively, the “Securityholders”), at no charge, of nontransferable subscription rights (“Rights”) to purchase an aggregate of up to $2,400,000 in value of shares of Acorn common stock, par value $0.01per share (the “Common Stock”), at the purchase price per share to be determined by Acorn’s Board of Directors (the “Board”) based upon a discount to the closing price of the Common Stock, as publicly quoted on the OTCQB marketplace, on the record date (the “Record Date”) to be set by the Board prior to the commencement of the offering of the Rights (the “Rights Offering”). Acorn Common Stock is traded on the OTCQB marketplace under the symbol “ACFN.” ARC does not have any outstanding shares other than shares of Common Stock.

In the Rights Offering, each Securityholder will receive, at no charge, one Right to purchase 0.312 shares of Common Stock. No fractional shares will be issued in the Rights Offering. Each Securityholder may, as determined at its respective sole discretion, exercise some or all of its Rights, or elect not to exercise any Rights at all. The purchase price for the shares of Common Stock pursuant to the Rights Offering will be payable in cash. The purchase price must be received by the Rights Offering subscription agent before the expiration of the Rights Offering.

In connection with the Rights Offering, Acorn will enter into a backstop agreement, to become effective as of the Record Date (the “Backstop Agreement”) with Leap Tide Capital Management LLC, Michael Osterer and Gary Mohr (collectively, the “Backstop Purchasers”), pursuant to which each Backstop Purchaser has agreed to exercise in full all of the Rights distributed for the shares of Common Stock beneficially owned by them and their affiliates, and, upon expiration of the Rights Offering, to purchase from the Company (directly or through an affiliate), at the price per share equal to the subscription price, any and all shares of Common Stock that other Securityholders do not subscribe for in the Rights Offering, subject to the respective terms, conditions and limitations of the Backstop Agreement.

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, solely and entirely upon: (a) the representations and warranties of the parties (each, a “Party” and collectively, the “Parties”) to the respective Rights Offering Documents (as defined below) and (b) certificates of certain of the officers of the Parties, and have assumed, without independent inquiry, the accuracy of such representations, warranties, and certificates.

Acorn Energy, Inc.

June 4 , 2019

Page 2

In connection with this opinion letter, we have examined originals or copies, or final drafts of the following documents (the “Rights Offering Documents”):

(i) the Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission on May 3, 2019 under the Securities Act of 1933, as amended (the “Registration Statement”), and all exhibits thereto;

(ii) Backstop Agreement; and

(iii) the form of Subscription Agent Agreement by and between Acorn and American Stock Transfer & Trust Company, LLC, in the form filed as an exhibit to the registration (the “Agent Agreement”).

We have also examined such other records and agreements, instruments, certificates and other documents as we have deemed necessary or appropriate for the purposes of this opinion letter.

In addition, we have made such investigations of such matters of law as we deemed appropriate as a basis for the opinions expressed below. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates, papers, statutes, authorities and records as we have deemed relevant or necessary as a basis for the opinions set forth herein. In all such examinations made by us in connection with this opinion letter, we have assumed the genuineness of all signatures, that any signature purported to be made by an attorney-in-fact pursuant to a power of attorney has been effectively made pursuant to a valid power of attorney executed by the principal, the completeness and authenticity of all records and all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies thereof. With your permission, we have assumed that each party to the Backstop Agreement and to the Agent Agreement has the power and authority, corporate or other, to enter into and perform all obligations thereunder, has authorized the execution, delivery and performance of such agreements, has duly executed and delivered such agreements, and will fully comply with the terms of such agreements.

Except as expressly set forth in this opinion letter, we have not undertaken any independent investigation to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations and statements of Acorn and others in connection with the preparation and delivery of this opinion letter.

Acorn Energy, Inc.

June 4 , 2019

Page 3

This opinion letter is based on the existing provisions, as of the date hereof, of the Internal Revenue Code, as amended, and Treasury regulations issued or currently proposed thereunder, published Revenue Rulings and releases of the Internal Revenue Service, and existing case law, any of which could be changed at any time. Any such changes may be retroactive in application and could modify the legal conclusions on which our opinions are based. This opinion letter is rendered as of the date hereof and we undertake no obligation to update this opinion letter or advise you of any changes if there is any change in legal authorities, facts, assumptions, or documents on which this opinion letter is based (including the taking of any action by any party to the documents pursuant to any opinion of counsel or a waiver), or any inaccuracy in any of the assumptions on which we have relied in rendering this opinion letter unless we are specifically engaged to do so in writing. This opinion letter was not written and is not intended to be used and cannot be used by any taxpayer for purposes of avoiding United States federal income tax penalties that may be imposed.

Based on the foregoing and in consideration of such other matters as we have deemed appropriate, we hereby state that each portion of the discussion under the caption “Material U.S. Federal Income Tax Consequences” in the Registration Statement that is referred to as the opinion of Eilenberg & Krause LLP constitutes our opinion. Our opinion is qualified by the fact that there is a lack of authority directly addressing the application of Section 305 of the Internal Revenue Code of 1986, as amended, to rights offerings, including ones that incorporate backstop agreements by certain stockholders. Due to the lack of any applicable precedent that may be used as reference points, it is not possible for us to quantify the degree of risk that the Internal Revenue Service (“IRS”) or the courts will disagree with our position. We believe that our opinion is consistent with what has been provided in similar transactions but we cannot reasonably predict whether the Internal Revenue Service will decide to challenge this position, despite not having done so in the past.

In rendering our opinion, we do not express any opinion as to any laws other than the federal income tax laws of the United States of America.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the captions “Legal Matters” and “Material U.S. Federal Income Tax Consequences” in the prospectus contained therein. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

	Very truly yours,

	/s/ Eilenberg & Krause LLP

RIGHTS OFFERING BACKSTOP AGREEMENT

This Rights Offering Backstop Agreement (this “Agreement”), is made and entered into as of the date set forth on the signature page hereto, by and between Acorn Energy, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company set forth on the signature page hereto (the “Backstop Purchasers”).

WHEREAS, the Company has proposed to distribute, at no charge, to holders of record of its common stock, par value $0.01 per share (the “Common Stock”) as of the close of business on the record date of the rights offering (the “Record Date”), non-transferable rights (the “Rights”) to subscribe for and purchase additional shares of Common Stock at a subscription price of $0.24 per share of Common Stock (the “Subscription Price” and such offering, the “Rights Offering”);

WHEREAS, pursuant to the Rights Offering, stockholders of record will receive one (1) Right for every one (1) share of Common Stock held by them as of the Record Date, and each Right will entitle the holder to purchase 0.312 shares of Common Stock at the Subscription Price (the “Right”);

WHEREAS, the Company desires to raise a total of $2,400,000 in connection with the Rights Offering;

WHEREAS, in order to provide assurance that the Rights Offering is fully subscribed, the Company has offered to the Backstop Purchasers the opportunity, and the Backstop Purchasers have agreed and committed, to exercise their Rights in full and to purchase from the Company upon expiration of the Rights Offering, at the Subscription Price, additional shares of Common Stock not otherwise sold in the Rights Offering, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and respective covenants and agreements set forth in this Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

Section 1. The Rights Offering .

(a) The Company shall use its reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company has filed a Registration Statement on Form S-1 (the “Registration Statement”) for the Rights Offering with the Securities and Exchange Commission (the “SEC”) and intends to cause the Registration Statement to be declared effective by the SEC as soon as reasonably practicable.

(b) The Backstop Purchasers shall cooperate with the Company in connection with the preparation and filing of the Registration Statement, including promptly furnishing to the Company, following written request therefor, any and all information concerning the Backstop Purchasers or their affiliates as may be required to be set forth in the Registration Statement under applicable law.

(c) In connection with the Rights Offering, the Company shall distribute at no charge to each holder of Common Stock on the Record Date for the Rights Offering (collectively, the “Eligible Common Stockholders”) the Rights to purchase shares of Common Stock, at the per share Subscription Price. Each Eligible Common Stockholder shall be eligible to participate in the Rights Offering and exercise its Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock as of the Record Date for the Rights Offering.

Section 2. Commitment .

Subject to the terms and conditions set forth herein, the Backstop Purchasers hereby agree (on behalf of themselves and their affiliates) to purchase from the Company, and the Company hereby agrees to sell to the Backstop Purchasers, at the Subscription Price, all shares of Common Stock that will be available for purchase by the Backstop Purchasers (on behalf of themselves and their affiliates) pursuant to their Rights (the “Commitment”) as set forth on Exhibit A attached hereto.

Section 3. Backstop Commitment .

(a) Subject to the consummation of the Rights Offering and terms and conditions set forth herein, in order to provide assurance that the Rights Offering will be fully subscribed, the Backstop Purchasers hereby commit to purchase from the Company, and the Company hereby agrees to sell to the Backstop Purchasers, at the Subscription Price, any and all Unsubscribed Rights Shares, subject to such amount, order and priority as set forth on Exhibit B attached hereto (the “Backstop Commitment”). The “Unsubscribed Rights Shares” means a number of shares of Common Stock equal to the excess, if any, of (i) the aggregate number of shares of Common Stock that may be purchased pursuant to all Rights issued by the Company in connection with the Rights Offering (including any Rights not issued and/or allocated due to the provisions of applicable state or foreign securities laws), over (ii) the aggregate number of shares of Common Stock that are purchased by the Eligible Common Stockholders in the Rights Offering pursuant to the exercise of the Subscription Rights. The “Total Commitment Amount” means the maximum amount that the Backstop Purchasers agree to pay for their aggregate subscription of shares of Common Stock pursuant to their respective Commitments and Backstop Commitments.

(b) Within one (1) business days after the closing of the Rights Offering, the Company shall issue to the Backstop Purchasers a notice (the “ Subscription Notice ” ) setting forth the number of shares of Common Stock subscribed for in the Rights Offering pursuant to the exercise of the Subscription Rights by the Eligible Common Stockholders and the aggregate gross proceeds of the Rights Offering and, accordingly, the number of Unsubscribed Rights Shares to be acquired by the Backstop Purchasers pursuant to the Backstop Commitment at the Rights Subscription Price. Shares of Common Stock acquired by the Backstop Purchasers pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares . ”

(c) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “ Closing ” ) shall take place remotely via the exchange of documents and signatures on the later of (i) the fourth (4 ^th ) business day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Section 6 of this Agreement have been satisfied or waived or such other time and date as shall be agreed between the Company and the Backstop Purchaser (the date on which the Closing occurs, the “Closing Date”).

(d) At the Closing (i) the Company shall issue to the Backstop Purchasers the Backstop Acquired Shares against payment by or on behalf of the Backstop Purchasers of the aggregate Rights Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three (3) business day prior to the Closing.

Section 4. Representations and Warranties by the Backstop Purchasers .

Each Backstop Purchaser with respect to itself represents and warrants to the Company as follows:

(a) Existence and Good Standing; Authority . If the Backstop Purchaser is a corporation, partnership or limited liability company duly organized, the Backstop Purchaser is validly existing and in good standing under the laws of its state or country of organization.

(b) Authorization; Enforceability . This Agreement has been duly and validly authorized, executed and delivered by the Backstop Purchaser and constitutes a binding obligation of the Backstop Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) Accredited Investor . The Backstop Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(d) Information; Knowledge of Business . The Backstop Purchaser is familiar with the business in which the Company is engaged. The Backstop Purchaser has knowledge and experience in financial and business matters; is familiar with the investments of the type that it is undertaking to purchase; is fully aware of the problems and risks involved in making an investment of this type; and is capable of evaluating the merits and risks of this investment. The Backstop Purchaser acknowledges that, prior to executing this Agreement, it (and each of its representatives) has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.

(e) Investment Intent . The Backstop Purchaser is acquiring shares of Common Stock for its own account, with the intention of holding such shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the shares, and such Backstop Purchaser will not make any sale, transfer or other disposition of any Backstop Acquired Shares for a period of six (6) months from the Closing Date.

(f) No Manipulation or Stabilization of Price . In connection with the Rights Offering, the Backstop Purchaser has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Company in order to facilitate the sale or resale of any securities of the Company, and it is not aware of any such action taken or to be taken by any person.

(g) No Registration . The Backstop Purchaser understands (A) that the offer and sale of the Backstop Acquired Shares to be purchased by it pursuant to the terms of this Agreement have not been registered under the Securities Act or any state securities laws, (B) the Company shall not be required to effect any registration or qualification of the Backstop Acquired Shares under the Securities Act or any state securities laws, except pursuant to the Registration Rights Agreement to be entered by and between the Company and the Backstop Purchaser, (C) that the Backstop Acquired Shares will be issued in reliance upon exemptions contained in the Securities Act or interpretations thereof and in the applicable state securities laws, and (D) that the Backstop Acquired Shares may not be offered for sale, sold or otherwise transferred except pursuant to a registration statement under the Securities Act or in a transaction exempt from or not subject to registration under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Backstop Acquired Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT.

(h) Sufficiency of Funds . The Backstop Purchaser has and will have available funds sufficient to pay the aggregate Subscription Price for all Common Stock to be purchased by the Backstop Purchaser hereunder.

(i) Ownership of Common Stock . The number of shares of Common Stock owned directly and beneficially by such Backstop Purchaser and its affiliates as of the date hereof is set forth on Exhibit A hereto.

Section 5. Representations and Warranties of the Company .

(a) Existence and Good Standing; Authority . The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.

(b) Authorization; Enforceability . The Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable law and public policy.

(c) Valid Issuance of Shares . All of the shares of Common Stock to be issued pursuant to this Agreement will be, as of the date of their issuance, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered by the Company against payment therefor as provided in this Agreement, (1) will be validly issued, fully paid and nonassessable, (2) will be free and clear of all liens, encumbrances or claims and (3) will not be subject to any statutory or contractual preemptive rights or other similar rights of stockholders.

Section 6. Conditions .

(a) The Backstop Purchasers’ obligation to purchase shares of Common Stock pursuant to their Commitment and their Backstop Commitment, as applicable, is subject to the following conditions: (i) the Company shall be in compliance with its obligations under this Agreement in all material respects; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and the consummation of the Rights Offering.

(b) The Company’s obligations hereunder are subject to the representations and warranties of the Backstop Purchasers hereunder being true and correct in all material respects.

(c) The Closing of the transactions contemplated by this Agreements is further subject to the satisfaction or waiver of customary conditions, including (i) receipt of all applicable regulatory approvals, (ii) compliance with covenants, (iii) the absence of a material adverse effect on the Company or on the ability of the Backstop Purchasers, to perform their obligations under this Agreement, (iv) satisfaction of conditions, (v) the effectiveness of the registration statement related to the Rights Offering and (vi) consummation of the Rights Offering.

Section 7. Termination .

(a) By the Backstop Purchasers . The Backstop Purchasers may terminate this Agreement (i) upon the occurrence of a suspension of trading in the Common Stock by the OTCQB, or (ii) if the Company materially breaches its obligations under this Agreement and such breach is not cured within five (5) business days following written notice to the Company.

(b) By the Company . The Company may terminate this Agreement (i) in the event the Board of Directors, in its reasonable judgment, determines that it is not in the best interests of the Company and its stockholders to proceed with the Rights Offering, (ii) if consummation of the Rights Offering is prohibited by applicable law, rules or regulations, or (iii) if the Backstop Purchasers materially breach their obligations under this Agreement and such breach is not cured within five (5) business days following written notice to the Backstop Purchasers of such breach.

(c) Other . The parties hereto may terminate this Agreement if the transactions contemplated hereby are not consummated within 180 days of the date of this Agreement through no fault of the terminating party. In addition, this Agreement shall terminate upon the parties’ mutual written consent.

(d) Effect of Termination . The Company and the Backstop Purchasers hereby agree that any termination of this Agreement pursuant to this Section 7 (other than termination by one party in the event of a breach of this Agreement by the other party or a misrepresentation of any of the statements made hereby by the other party), shall be without liability to the Company or the Backstop Purchasers.

Section 8. Governing Law; Dispute Resolution .

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

(b) Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ( “ AAA ” ) in the City of New York, County of New York, and judgment upon the award rendered by the arbitrator may be entered in any court located in any jurisdiction. The parties expressly consent to the binding arbitral jurisdiction of the AAA in any and all proceedings and the respective entry of award thereof as judgment in any of the permitted courts. Such arbitration shall be conducted by three arbitrators appointed in accordance with the rules of the AAA as then in effect, each of whom shall be an attorney admitted to practice in the State of New York with not less than twenty years of corporate and securities transactional legal experience. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.

(c) Each party irrevocably consents to the service of process in any action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company, to:	Acorn Energy, Inc.
	1000 N West Street, Suite 1200
	Wilmington, DE 19801
	Telephone: (410) 654-3315
	Attn.: Chief Executive Officer

with a copy to:	Eilenberg & Krause LLP
(which shall not constitute notice)	11 East 44 ^th Street, 19th Floor
	New York, NY 10017
	Telephone: (212) 986-9700
	Attn.: Sheldon Krause, Esq.

If to the Backstop Purchasers, to the addresses set forth on the signature page hereto.

However, the foregoing shall not limit the right of a party to effect service of process on any other party by any other legally available method.

Section 9. Indemnification .

(a) The Company hereby agrees to indemnify the Backstop Purchasers and their affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of the Rights Offering and the Registration Statement and prospectus and claims, suits or proceedings challenging the authorization, execution, delivery, performance or expiration of the Rights Offering, this Agreement and certain ancillary agreements and/or any of the transactions contemplated thereby, other than losses arising out of or related to any breach by the Backstop Purchasers of this Agreement.

(b) The Backstop Purchasers hereby agree, severally and not jointly, to indemnify the Company and its affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of or relating to statements or omissions in the registration statement or prospectus for the Rights Offering (or any amendment or supplement thereto) made in reliance on or in conformity with written information relating to the Backstop Purchasers furnished to the Company by or on behalf of the Backstop Purchasers expressly for use therein.

Section 10. Amendment; Waiver; Counterparts . This Agreement may not be amended, modified or waived except in a writing signed by each party hereto. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of this Agreement by fax or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement and shall be construed as an original for all purposes.

Section 11. Entire Agreement . This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and replaces and supersedes all prior agreements and understandings, both written on oral, between the parties hereto with respect to the subject matter hereof and shall become effective and binding as of the Record Date subject to the mutual exchange of fully executed counterparts on or prior to the Record Date.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of June [__], 2019 by their respective o thereunto duly authorized.

ACORN ENERGY, INC.			LEAPTIDE CAPITAL MANAGEMENT LLC

By:			By:
Name:			Name:
Title			Title


Michael Osterer		Gary Mohr

ACCEPTED AND AGREED TO WITH RESPECT TO SECTION 2:


Jan H. Loeb

EXHIBITS AND SCHEDULES:

Exhibit A:	Ownership of Common Stock by Backstop Purchaser

Exhibit B:	Backstop Commitments/Allocations

EXHIBIT A

Ownership of Common Stock by Backstop Purchaser and Affiliates

Backstop Purchaser	Shares of Common Stock Owned	Rights

Gary Mohr	197,014	61,468
Michael Osterer	1,788,129	557,896
Leap Tide Capital Management LLC (includes shares owned by its sole manager Jan H. Loeb)	1,479,454	461,589

EXHIBIT B

Backstop Purchasers’ Commitment Allocation Schedule

Order and Priority	Backstop Purchaser	Total Commitment Amount	Allocation

1 ^st Priority	Gary Mohr Michael Osterer Leap Tide Capital Management LLC	$100,000 $100,000 $100,000	Gary Mohr, Michael Osterer and Leap Tide shall each acquire 1/3 of the first $300,000 of aggregate Subscription Price of Unsubscribed Rights Shares, on a pro rata basis; should Messrs. Mohr or Osterer fail to purchase any or all of their respective portions of the 1 ^st Priority Unsubscribed Rights Shares, Leap Tide shall purchase such unpurchased Unsubscribed Rights Shares

2 ^nd Priority	Leap Tide Capital Management LLC	No Cap	Leap Tide shall acquire all Unsubscribed Rights Shares not purchased by the Backstop Purchasers pursuant to the First Priority

EXHIBIT C

Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ), dated as of the date set forth on the signature page hereto, by and between Acorn Energy, Inc. , a Delaware corporation (the “Company” ), and the undersigned investors set forth on the signature page hereto (the “Investors” ).

RECITALS:

WHEREAS, the Company and the Investors are parties to that certain Rights Offering Backstop Agreement, dated as of the date hereof (the “Backstop Agreement” ) pursuant to which the Investors have agreed to purchase from the Company, and the Company has agreed to sell to the Investor, on a private basis, shares of common stock, $0.01 par value per share (the “Common Stock” ) of the Company, subject to such amount, order and priority as set forth on Exhibit A and Exhibit B of the Backstop Agreement (the “Backstop Commitment” ), in connection with and following the expiration of the Rights Offering (as such term is defined in the Backstop Agreement) conducted by the Company; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Backstop Agreement, the parties desire to enter into this Agreement in order to create certain registration rights for the Investors as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Certain Definitions .

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.

“Backstop Agreement” means the agreement specified in the first Recital hereto, as such agreement may be amended from time to time.

“beneficially own” means, with respect to any Person, securities of which such Person or any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act, including securities beneficially owned by others with whom such Person or any of its Affiliates has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities; provided that a Person shall not be deemed to “beneficially own” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates until such tendered securities are accepted for payment, purchase or exchange, (ii) any security as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (a) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act, and (b) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report). Without limiting the foregoing, a Person shall be deemed to be the beneficial owner of all Registrable Shares owned of record by any majority-owned subsidiary of such Person.

“Common Stock” has the meaning set forth in the first Recital hereto.

“Company” has the meaning set forth in the introductory paragraph.

“Demand Registration” has the meaning set forth in Section 2(a).

“Demand Registration Statement” has the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

“Holdback Agreement” has the meaning set forth in Section 6.

“Holdback Period” has the meaning set forth in Section 6.

“Investors” mean the Persons named as such in the first paragraph of this Agreement.

“Minimum Number” means One Million Dollars (1,000,000) Registrable Shares.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.

“Registrable Shares” means shares of Common Stock acquired by any Investor pursuant to such Investor’s Backstop Commitment under the Backstop Agreement, provided, however , that such shares of Common Stock shall cease to be Registrable Shares when such securities (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, (c) are eligible for sale pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale, (d) are not outstanding or (e) have been transferred in violation of Section 10. It is understood and agreed that, once such shares of Common Stock ceases to be a Registrable Share, such security shall cease to be a Registrable Share for all purposes of this Agreement and the Company’s obligations regarding Registrable Shares hereunder shall cease to apply with respect to such security.

“Registration Expenses” has the meaning set forth in Section 7(a).

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

“SEC” means the Securities and Exchange Commission or any successor agency.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means any shares of Common Stock.

“Suspension Period” has the meaning set forth in Section 5.

“Termination Date” means the first date on which there are no Registrable Shares or there are no Investors.

“underwritten offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public.

Other Terms: In addition to the above definitions, unless the context requires otherwise:

(i) any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time;

(ii) “including” shall be construed as inclusive without limitation, in each case notwithstanding the absence of any express statement to such effect, or the presence of such express statement in some contexts and not in others;

(iii) references to “Section” are references to Sections of this Agreement;

(iv) words such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement refer to this Agreement as a whole;

(v) references to “business day” mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other governmental action to close; and

(vi) references to “dollars” and “$” mean U.S. dollars.

Section 2. Demand Registration .

(a) Right to Request Registration . Subject to the provisions hereof, on and after the sixth months from the date of the consummation of the transactions contemplated by the Backstop Agreement and until the Termination Date, Investors collectively holding the Minimum Number may at any time request registration for resale under the Securities Act of all or part of the Registrable Shares (a “Demand Registration” ). Subject to Section 2(d) and Sections 5 and 7 below, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered pursuant to this Section 2(a) (a “Demand Registration Statement” ) within 45 days after the Investors’ request therefor and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. The Demand Registration Statement shall allow the offer and sale of the Registrable Shares on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Law and the rules thereunder.

(b) Number of Demand Registrations . Subject to the limitations of Sections 2(a), 2(d) and 4(a), the Investor shall be entitled to request up to three (3) Demand Registrations in the aggregate. A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective.

(c) Priority on Demand Registrations . The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investors requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investors propose to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investors, the number of Shares to be sold shall be allocated to the Investors.

(d) Restrictions on Demand Registrations . The Investor shall not be entitled to request a Demand Registration (i) within twelve (12) months after the Investor has sold Shares in a Demand Registration, (ii) if there is effective a Demand registration Statement which permits the offer and sale of the Registrable Shares on a continuous basis under Rule 415 or (iii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a Piggyback Registration.

(e) Underwritten Offerings . The Investor shall be entitled to request an underwritten offering pursuant to a Demand Registration, but only if the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount (based on then-current market prices) and only if the request is not made within six (6) months after the Investor has sold Shares in an underwritten offering pursuant to a Demand Registration. If any of the Registrable Shares covered by a Demand Registration are to be sold in an underwritten offering, the Company shall have the right to select the managing underwriter or underwriters to lead the offering.

(f) Effective Period of Demand Registrations . Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for sale on a continuous basis under Rule 415, or if such rule is unavailable to the Company, for a period equal to 60 days from such date or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investors shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investors or their Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Section 3. Piggyback Registrations .

(a) Right to Piggyback . Whenever prior to the Termination Date, the Company proposes to register any Shares under the Securities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account or for the account of one or more holders of Shares (other than the Investors), and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration” ), the Company shall give written notice to the Investors of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from the Investors within 10 days after the Investors’ receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances ( provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof.

(b) Priority on Primary Piggyback Registrations . If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Investors (if the Investors have elected to include Registrable Shares in such Piggyback Registration) that in their opinion the number of Shares proposed to be included in such offering exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of Shares requested to be included therein by holders of Shares, including the Investors (if the Investors have elected to include Registrable Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

(c) Priority on Secondary Piggyback Registrations . If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investors (if the Investors have elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

(d) Selection of Underwriters . If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

(e) Basis of Participations . The Investor may not sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (a) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other holders involved in such Piggyback Registration and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements.

Section 4. Suspension Periods .

(a) Suspension Periods . The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Shares pursuant to a Demand Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines in its sole discretion (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5 is herein called a “Suspension Period” . If pursuant to this Section 4 the Company delays or withdraws a Demand Registration requested by the Investors, the Investors shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 2. The Company shall provide prompt written notice to the Investors of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 4), but shall not be obligated under this Agreement to disclose the reasons therefor. The Investors shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event (i) may the Company deliver notice of a Suspension Period to the Investors more than three times in any calendar year and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 180 days or more in any calendar year.

(b) Other Lockups . Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lockup or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.

Section 5. Holdback Agreements .

The restrictions in this Section 5 shall apply for as long as any Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (but only if the Investor is provided its piggyback rights, if any, in accordance with Sections 3(a) and 3(b)), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) and 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Investors) that a public sale or distribution of Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, the Investors shall agree, as contemplated in this Section 6, not to (and to cause its majority-controlled Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period” ) beginning on the 10th day before the pricing date for the underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Investor, a “ Holdback Agreement ”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investors shall not be obligated to make a Holdback Agreement unless the Company and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options to purchase shares of the Company ( provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) any Shares included in the underwritten offering giving rise to the application of this Section 5.

Section 6. Registration Procedures .

(a) Whenever the Investors request that any Registrable Shares be registered pursuant to this Agreement, the Company shall use reasonable best efforts to effect, as soon as practical as provided herein, the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein:

(i) subject to the other provisions of this Agreement, use reasonable best efforts to prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and cause such Registration Statement to become effective (unless it is automatically effective upon filing);

(ii) use reasonable best efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the Shares covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement;

(iii) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States;

(iv) deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as the Investors may reasonably request in order to facilitate the disposition of the Registrable Shares of the Investor covered by such Registration Statement in conformity with the requirements of the Securities Act;

(v) use reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such U.S. jurisdictions as the Investors reasonably request and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement ( provided that the Company will not be required to (I) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (II) subject itself to taxation in any such jurisdiction or (III) consent to general service of process in any such jurisdiction);

(vi) notify the Investors and each distributor of such Registrable Shares identified by the Investors, at any time when a Prospectus relating thereto would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of the Investors, the Company shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vii) in the case of an underwritten offering in which the Investors participate pursuant to a Demand Registration or a Piggyback Registration, enter into an underwriting agreement, containing customary provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Shares (including, making members of senior management of the Company available at reasonable times and places to participate in “road-shows” that the managing underwriter determines are necessary to effect the offering);

(viii) in the case of an underwritten offering in which the Investor participates pursuant to a Demand Registration or a Piggyback Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided , however , that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

(ix) use reasonable best efforts to cause all such Registrable Shares to be listed on each primary securities exchange (if any) on which securities of the same class issued by the Company are then listed;

(x) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Shares to be sold;

(xi) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for a period of 12 months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and

(xii) promptly notify the Investors and the managing underwriters of any underwritten offering, if any:

(1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Investors;

(3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and

(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction.

For the avoidance of doubt, the provisions of clauses (vii), (viii), (xi) and (xii) of this Section 6(a) shall apply only in respect of an underwritten offering.

(b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Investors or any underwriter or other distributor specifically for use therein.

(c) At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use reasonable best efforts to continuously maintain in effect the registration statement of Common Stock under Section 12 of the Exchange Act and to use reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Investors to be eligible to sell Registrable Shares (if any) pursuant to Rule 144 under the Securities Act.

(d) The Company may require the Investors and each distributor of Registrable Shares as to which any registration is being effected to furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration.

(e) The Investors agree by having their Common Stock treated as Registrable Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 6(a)(vi), the Investors will immediately discontinue (and direct any other Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales of Registrable Shares pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 6(a)(vi), and, if so directed by the Company, the Investor will deliver to the Company all copies, other than permanent file copies then in the Investors’ possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

(f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Investors nor any other seller of Registrable Shares may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent.

(g) It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 2, 4 or 6 or otherwise in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and reasonable best efforts to resolve those comments, shall not be a breach of this Agreement.

(h) It is further understood and agreed that the Company shall not have any obligations under this Section 6 at any time on or after the Termination Date, unless an underwritten offering in which the Investor participates has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 6 shall continue with respect to such offering until it is so completed (but not more than 60 days after the commencement of the offering).

(i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Registrable Shares in a Registration Statement unless it has received from the Investors, at least five days prior to the anticipated filing date of the Registration Statement, requested information required to be provided by the Investor for inclusion therein.

Section 7. Registration Expenses .

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, FINRA fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses” ) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Shares or fees and expenses of counsel and any other advisor representing any underwriters or other distributors), shall be borne by the Company. The Investors shall bear the cost of all underwriting discounts and commissions associated with any sale of Registrable Shares and shall pay all of its own costs and expenses, including all fees and expenses of any counsel (and any other advisers) representing the Investor and any stock transfer taxes.

(b) The obligation of the Company to bear the expenses described in Section 7(a) shall apply irrespective of whether a registration, once properly demanded or requested becomes effective or is withdrawn or suspended; provided , however , that Registration Expenses for any Registration Statement withdrawn solely at the request of the Investor (unless withdrawn following commencement of a Suspension Period pursuant to Section 4) shall be borne by the Investor.

Section 9. Indemnification .

(a) The Company shall indemnify, to the fullest extent permitted by law, the Investors and each Person who controls an Investor (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance and in conformity with information furnished in writing to the Company by the Investor expressly for use therein. In connection with an underwritten offering in which the Investor participates conducted pursuant to a registration effected hereunder, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Investors.

(b) In connection with any Registration Statement in which the Investors are participating, the Investors shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, severally and not jointly, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information furnished in writing to the Company by or on behalf of the Investor expressly for use therein.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person except to the extent that the indemnifying Person is materially and adversely prejudiced thereby. The indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one). If an indemnifying Person is entitled to, and elects to, assume the defense of a claim, the indemnified Person shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying Person shall not be obligated to reimburse the indemnified Person for the costs thereof. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations on any such indemnified Person and includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities and the Termination Date but only with respect to offers and sales of Registrable Shares made before the Termination Date or during the period following the Termination Date referred to in Section 6(h).

(e) If the indemnification provided for in or pursuant to this Section 8 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of the indemnifying Person be greater in amount than the amount for which such indemnifying Person would have been obligated to pay by way of indemnification if the indemnification provided for under Section 8(a) or 8(b) hereof had been available under the circumstances.

Section 9. Securities Act Restrictions .

The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement, if any), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 9, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Section 11. Miscellaneous .

(a) Notices . Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, by fax or email transmission, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to the Company, to:	Acorn Energy, Inc.
	1000 N West Street
	Suite 1200
	Wilmington, DE 19801
	Telephone: (410) 654-3315___

	Attn.: Chief Executive Officer

with a copy to:	Eilenberg & Krause LLP
(which shall not constitute notice)	11 East 44 ^th Street, 19th Floor
	New York, NY 10017
	Telephone: (212) 994-4770
	Attn.: Sheldon Krause, Esq.

If to the Investors, to the addresses in the Company’s records.

(b) No Waivers . No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Assignment. Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except an assignment, in the case of a merger or consolidation where such party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such merger or consolidation or the purchaser in such sale.

(d) No Third-Party Beneficiaries . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Company and the Investor, any benefits, rights, or remedies (except as specified in Section 9 hereof).

(e) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

(f) Dispute Resolution . Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ( “AAA” ) in the City of New York, County of New York, and judgment upon the award rendered by the arbitrator may be entered in any court located in any jurisdiction. The parties expressly consent to the binding arbitral jurisdiction of the AAA in any and all proceedings and the respective entry of award thereof as judgment in any of the permitted courts. Such arbitration shall be conducted by three arbitrators appointed in accordance with the rules of the AAA as then in effect, each of whom shall be an attorney admitted to practice in the State of New York with not less than twenty years of corporate and securities transactional legal experience. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.

(g) Counterparts and Electronic Transmission . This Agreement may be executed in any number of separate counterparts, including via electronic means, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by fax or other electronic transmission (including “.pdf”, “.tif” or similar format) and will be deemed as sufficient as if actual signature pages had been delivered.

(h) Entire Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof.

(i) Captions . The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement.

(j) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(k) Restriction on Third-Party Registration Rights . The Company agrees that it shall not grant any registration rights to any third party (i) unless such rights are expressly made subject to the rights of Investor in a manner consistent with this Agreement or (ii) if such registration rights are senior to, or take priority over, the registration rights granted to the Investor under this Agreement.

(l) Amendment . No amendment of any provision of this Agreement will be effective unless made in writing and signed by an officer of a duly authorized representative of each party.

(m) Further Assurances . Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of , 2019 by their respective officers thereunto duly authorized.

ACORN ENERGY, INC.			LEAPTIDE CAPITAL MANAGEMENT LLC

By:			By:
Name:			Name:
Title			Title


Michael Osterer			Gary Mohr


Jan H. Loeb

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to Form S-1 of our report dated March 27, 2019, with respect to the consolidated financial statements of Acorn Energy, Inc. as of December 31, 2018 and 2017 and for the years then ended. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

/s/ Friedman LLP

Marlton, NJ
June 4, 2019