Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 15, 2024

IDEAL POWER INC.

(Exact name of registrant as specified in Charter)

Delaware		001-36216		14-1999058
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

5508 Highway 290 West, Suite 120

Austin, Texas, 78735

(Address of Principal Executive Offices)

512-264-1542

(Issuer Telephone number)

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

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
	☐	Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		IPWR		Nasdaq Capital Market

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

Emerging growth company ☐

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

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 15, 2024, Ideal Power Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2024. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 2.02. The press release contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The Company will host a conference call with investors to discuss the results. The conference call will begin at 10:00 a.m. Eastern time on Wednesday, May 15, 2024. The call may be accessed in the U.S. by dialing 1-877-545-0523 and asking to be joined to the Ideal Power Inc. call. A webcast and replay of the call may be found at https://www.webcaster4.com/Webcast/Page/2987/50563.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 15, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Dated: May 15, 2024	IDEAL POWER INC.


	By:	/s/ Timothy Burns
		Timothy Burns
		Chief Financial Officer

Exhibit 99.1

Ideal Power Reports First Quarter 2024 Financial Results

AUSTIN, TX – May 15, 2024 -- Ideal Power Inc. (“Ideal Power,” the “Company,” “we,” “us” or “our”) (Nasdaq: IPWR), pioneering the development and commercialization of the highly efficient and broadly patented B-TRAN™ bidirectional semiconductor power switch, reports results for its first quarter ended March 31, 2024.

“Commercial momentum continues as we commenced shipments of SymCool™ power modules to fulfill customer orders in the first quarter. We expect industrial markets, particularly the solid-state circuit breaker market served by our SymCool™ power module, to be the earliest source of our sales ramp,” said Dan Brdar, President and Chief Executive Officer of Ideal Power. “In addition, all of our Phase II deliverables with Stellantis were successfully completed ahead of schedule and we added our first distributor, Richardson Electronics. They placed multiple orders with Ideal Power including an order from a company not previously in our sales funnel.”

Key First Quarter and Recent Business Highlights

Execution to our B-TRAN™ commercial roadmap continues, including:

●

Commenced commercial shipment of SymCool™ power modules to fulfill customer orders. The SymCool™ power module targets several applications including solid-state switchgear and circuit protection, renewable energy inverters for solar and wind, industrial inverters, hybrid and electric vehicles (“EVs”) and EV charging.

●

Received an order for SymCool™ power modules and drivers from one of the two Forbes Global 500 leaders in diverse power management markets in Ideal Power’s B-TRAN™ test and evaluation program. This global power management market leader is evaluating SymCool™ against IGBT modules for use in solid-state circuit breaker (“SSCB”) applications.

●

Received an order for B-TRAN™ devices and a circuit breaker evaluation board from a global leader in power semiconductor and power electronics solutions in connection with its launch of a multi-year DC power distribution system program. This global leader presents multiple opportunities for us as it addresses several of our target industrial markets: SSCBs, industrial and grid infrastructure and renewable energy.

●

Successfully completed Phase II of a product development program with Stellantis, a top 10 global automaker. All Phase II deliverables were completed ahead of schedule including a wafer run and deliveries of tested B-TRAN™ devices, drivers and a Stellantis approved comprehensive reliability test plan for automotive qualification. Ideal Power is partnering with Stellantis’ advanced technology development team to develop a custom B-TRAN™ power module for use in EV drivetrain inverters in Stellantis’ next generation EV platform.

●

Added our first distributor, Richardson Electronics, for discrete B-TRAN™ device and SymCool™ power modules. Richardson Electronics placed multiple orders with Ideal Power including an order from a company not previously in Ideal Power’s sales funnel.

●

Added a global leader in circuit protection, industrial fuses and power conversion technology with over a billion in annual sales to the roster of the B-TRAN™ test and evaluation program.

●

Released B-TRAN™ and SymCool™ videos and application notes for the technical audience at prospective customers, resulting in the addition of new opportunities to our sales funnel. The videos demonstrate the testing of discrete B-TRAN™ devices and SymCool™ power modules and the compelling advantages B-TRAN™ offers to SSCB applications.

●

Nearing completion of a qualification run with our second high-volume wafer fabrication partner. This wafer fab in Europe will support future revenue growth and add dual sourcing for wafer fabrication.

●

B-TRAN™ Patent Estate: Currently at 86 issued B-TRAN™ patents with 39 of those issued outside of the United States and 41 pending B-TRAN™ patents. Current geographic coverage includes North America, China, Japan, South Korea, India, and Europe, with pending coverage in Taiwan.

First Quarter 2024 Financial Results

●

Completed a public offering, raising net proceeds of $15.7 million. The initial closing in late March resulted in net proceeds of $13.7 million and the exercise of the underwriter’s overallotment option in April resulted in additional net proceeds of $2.0 million.

●

Commercial revenue increased to $78,739 in the first quarter of 2024 from $0 in the first quarter of 2023.

●

Operating expenses in the first quarter of 2024 were $2.5 million compared to $2.6 million in the first quarter of 2023.

●

Net loss in the first quarter of 2024 was $2.5 million compared to $2.5 million in the first quarter of 2023.

●

Cash used in operating, investing and financing activities in the first quarter of 2024, excluding the net proceeds from our public offering, was $1.9 million compared to $1.8 million in the first quarter of 2023 and down from $2.3 million in the fourth quarter of 2023.

●

Cash and cash equivalents totaled $20.2 million at March 31, 2024.

●

No long-term debt was outstanding at March 31, 2024.

2024 Milestones

For 2024, the Company has set or achieved the following milestones:

✔

Successfully completed Phase II of development program with Stellantis

●

Secure Phase III of development program with Stellantis

●

Complete qualification of second high-volume production fab

●

Convert large OEMs in our test and evaluation program to design wins/custom development agreements

●

Add distributors for SymCool™ products

●

Initial sales of SymCool™ IQ intelligent power module

●

Begin third-party automotive qualification testing

Conference Call and Webcast: First Quarter 2024

To access the call, please use the following information:

Date:	Wednesday, May 15, 2024
Time:	10:00 AM ET
Toll-free dial-in number:	877-545-0523
International dial-in number:	973-528-0016
Participant Access Code:	611530

Please call the conference telephone number 5-10 minutes prior to the start time to ensure a proper connection. An operator will register your name and organization.

The conference call will be webcast live and available for replay on the Company’s investor relations website under the Events tab HERE.

An audio replay of the conference call will be available one hour after the live call until Midnight on May 29, 2024.

Toll Free Replay Number:	877-481-4010
International Replay Number:	919-882-2331
Replay ID:	50563

Upcoming Investor Conference

Northland Capital Markets Virtual Growth Conference on June 25, 2024

Ideal Power plans to participate in one-on-one meetings at the Northland Capital Markets Virtual Growth Conference on June 25, 2024. Conference attendees are encouraged to register and request a one-on-one meeting with Ideal Power on Northland Capital’s online conference platform HERE, or email Jeff Christensen of Ideal Power, Investor Relations at jchristensen@darrowir.com.

About Ideal Power Inc.

Ideal Power (NASDAQ: IPWR) is pioneering the development and commercialization of its broadly patented bidirectional semiconductor power switch, creating highly efficient and ecofriendly energy control solutions for electric vehicle, electric vehicle charging, renewable energy, energy storage, UPS/data center, solid-state circuit breaker and other industrial and military applications. The Company is focused on its patented Bidirectional, Bipolar Junction Transistor (B-TRAN™) semiconductor technology. B-TRAN™ is a unique double-sided bidirectional AC switch that delivers substantial performance improvements over today’s conventional power semiconductors. Ideal Power’s B-TRAN™ can reduce conduction and switching losses, complexity of thermal management and operating cost in AC power switching and control circuitry. For more information, visit the Company’s website at www.IdealPower.com, on LinkedIn, on Twitter, and on Facebook.

Safe Harbor Statement

All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While Ideal Power’s management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Such forward-looking statements include, but are not limited to, statements regarding our expectation that industrial markets, particularly the solid-state circuit breaker market served by our SymCool™ power module, will be the earliest source of our sales ramp and our 2024 milestones. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not limited to, the success of our B-TRAN™ technology, including whether the patents for our technology provide adequate protection and whether we can be successful in maintaining, enforcing and defending our patents, our inability to predict with precision or certainty the pace and timing of development and commercialization of our B-TRAN™ technology, including the timing of the completion of our wafer fabrication runs with our semiconductor fabrications partners, the rate and degree of market acceptance for our B-TRAN™, the impact of global health pandemics on our business, supply chain disruptions, and the expected performance of future products incorporating our B-TRAN™, and uncertainties set forth in our quarterly, annual and other reports filed with the Securities and Exchange Commission. Furthermore, we operate in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements, except as required by applicable law.

Ideal Power Investor Relations Contact

Jeff Christensen
Darrow Associates Investor Relations
jchristensen@darrowir.com

703-297-6917

IDEAL POWER INC.

Balance Sheets

(unaudited)

	March 31,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	20,235,410		$	8,474,835
Accounts receivable, net		140,000			70,000
Inventory		109,362			81,450
Prepayments and other current assets		271,729			482,890
Total current assets		20,756,501			9,109,175

Property and equipment, net		350,195			359,225
Intangible assets, net		2,601,308			2,580,066
Right of use asset		170,413			186,570
Other assets		12,757			13,034
Total assets	$	23,891,174		$	12,248,070

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	382,012		$	405,098
Accrued expenses		504,418			455,112
Current portion of lease liability		72,263			70,683
Total current liabilities		958,693			930,893

Long-term lease liability		113,744			132,304
Other long-term liabilities		1,108,224			1,125,173
Total liabilities		2,180,661			2,188,370



Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 7,382,699 shares issued and 7,381,378 shares outstanding at March 31, 2024 and 5,998,018 shares issued and 5,996,697 shares outstanding at December 31, 2023		7,383			5,998
Additional paid-in capital		121,235,416			107,116,362
Treasury stock, at cost, 1,321 shares at March 31, 2024 and December 31, 2023		(13,210	)		(13,210	)
Accumulated deficit		(99,519,076	)		(97,049,450	)
Total stockholders’ equity		21,710,513			10,059,700
Total liabilities and stockholders’ equity	$	23,891,174		$	12,248,070

IDEAL POWER INC.

Statements of Operations

(unaudited)

	Three Months Ended
	March 31,
	2024			2023
Commercial revenue	$	78,739		$	—
Grant revenue		—			664
Total revenue		78,739			664

Cost of commercial revenue		68,498			—
Cost of grant revenue		—			664
Total cost of revenue		68,498			664

Gross profit		10,241			—

Operating expenses:
Research and development		1,366,893			1,440,028
General and administrative		853,688			894,933
Sales and marketing		316,611			304,326
Total operating expenses		2,537,192			2,639,287

Loss from operations		(2,526,951	)		(2,639,287	)

Interest income, net		57,325			111,302

Net loss	$	(2,469,626	)	$	(2,527,985	)

Net loss per share – basic and diluted	$	(0.39	)	$	(0.41	)

Weighted average number of shares outstanding – basic and diluted		6,319,939			6,178,508

IDEAL POWER INC.

Statements of Cash Flows

(unaudited)

	Three Months Ended
	March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(2,469,626	)	$	(2,527,985	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		81,121			53,198
Amortization of right of use asset		16,157			15,178
Write-off of fixed assets		10,217			—
Stock-based compensation		381,019			609,926
Decrease (increase) in operating assets:
Accounts receivable		(70,000	)		(664	)
Inventory		(27,912	)		—
Prepaid expenses and other assets		211,438			54,710
Increase (decrease) in operating liabilities:
Accounts payable		(23,086	)		(61,693	)
Accrued expenses and other liabilities		32,357			117,099
Lease liability		(16,980	)		(15,492	)
Net cash used in operating activities		(1,875,295	)		(1,755,723	)

Cash flows from investing activities:
Purchase of property and equipment		(29,611	)		(44,995	)
Acquisition of intangible assets		(73,939	)		(24,455	)
Net cash used in investing activities		(103,550	)		(69,450	)

Cash flows from financing activities:
Net proceeds from issuance of common stock and pre-funded warrants		13,652,663			—
Exercise of options		86,757			—
Net cash provided by financing activities		13,739,420			—

Net increase (decrease) in cash and cash equivalents		11,760,575			(1,825,173	)
Cash and cash equivalents at beginning of period		8,474,835			16,345,623
Cash and cash equivalents at end of period	$	20,235,410		$	14,520,450

Document And Entity Information	May 15, 2024
Document Information [Line Items]
Entity, Registrant Name	IDEAL POWER INC.
Document, Type	8-K
Document, Period End Date	May 15, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36216
Entity, Tax Identification Number	14-1999058
Entity, Address, Address Line One	5508 Highway 290 West, Suite 120
Entity, Address, City or Town	Austin
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78735
City Area Code	512
Local Phone Number	264-1542
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	IPWR
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001507957