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): August 10, 2023

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 August 10, 2023, Ideal Power Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2023. 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 Thursday, August 10, 2023. The call may be accessed in the U.S. by dialing 1-888-506-0062 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/2987/48803.

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 August 10, 2023.
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: August 10, 2023	IDEAL POWER INC.


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

Exhibit 99.1

Ideal Power Reports Second Quarter 2023 Financial Results

AUSTIN, TX – August 10, 2023 -- 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, reported results for its second quarter ended June 30, 2023.

“The second quarter and 2023 thus far were transformative in our transition from a technology development company to a commercial company and included some of the most significant accomplishments in the Company’s history. We achieved all of our first half of 2023 milestones and we remain on track to achieve our remaining 2023 goals,” said Dan Brdar, President and Chief Executive Officer of Ideal Power.

Brdar continued, “The B-TRAN™ full process flow engineering run by our wafer fabrication supplier with high-volume production capability demonstrated the manufacturability of B-TRAN™ with high yield and excellent device performance, clearing the last and by far the biggest technical risk for B-TRAN™ development and commercialization. This was a pivotal accomplishment and prerequisite for commercialization. In addition, we delivered hundreds of devices to Diversified Technologies, Inc. (“DTI”) to complete our work under the Naval Sea Systems Command (“NAVSEA”) program and completed B-TRAN™ shipments to the large companies in our test and evaluation program, representing a significant step in commercializing B-TRAN™.”

Key Second Quarter and Recent Operational Highlights

Qualified a wafer fabrication supplier with high-volume production capability. The engineering run demonstrated the manufacturability of the B-TRAN™ with high yield and excellent device performance, clearing the last and by far the biggest technical risk for B-TRAN™ development and commercialization.

Completed volume shipments of packaged B-TRAN™ devices to DTI, our NAVSEA program collaboration partner. We have now fulfilled all our obligations under our subcontract with DTI for this program.

Implemented an innovation in how we drive and control B-TRAN™. Subsequent testing demonstrated an additional 20% improvement in conduction losses, making B-TRAN™ conduction losses five times better than bidirectional circuits utilizing two IGBTs and two diodes. This improvement was incorporated into B-TRAN™ customer kits delivered to test and evaluation program participants.

Completed shipments to large companies in the B-TRAN™ Test and Evaluation program including a top 10 global automaker, a global Tier 1 automotive supplier, a leading provider in the solar industry, two Global 500 power management companies and a global provider of backup power and energy management solutions with more kits to follow for additional and new program participants. Initial feedback from program participants is overwhelmingly positive.

Added a second Forbes 2022 Global 500 leader in diverse power management markets to the roster of the B-TRAN™ test and evaluation program. This market leader will evaluate B-TRAN™ initially for use in solid-state circuit breakers in its smart infrastructure division.

Successfully completed all Phase 1 deliverables for our custom B-TRAN™ module development program with a top 10 global automaker. We’ve already agreed on the Phase II scope of the work with the automaker’s engineering team and await approval of the purchase order. The delivery of production-ready B-TRAN™ based modules for this program continues to be targeted for 2025.

B-TRAN™ Patent Estate: Currently at 75 issued B-TRAN™ patents with 32 of those issued outside of the United States and 35 pending B-TRAN™ patents. Current geographic coverage includes North America, China, Japan, South Korea, India, and Europe.

Second Quarter 2023 Financial Results

Development revenue in the second quarter of 2023 was $98,443.

Grant revenue was $36,724 in the second quarter of 2023 compared to $50,978 in the second quarter of 2022.

Operating expenses in the second quarter of 2023 were $2.4 million compared to $1.7 million in the second quarter of 2022.

Net loss in the second quarter of 2023 was $2.3 million compared to $1.7 million in the second quarter of 2022.

Cash used in operating and investing activities in the second quarter of 2023 was $1.8 million compared to $1.7 million in the second quarter of 2022.

Cash used in operating and investing activities in the first half of 2023 was $3.7 million.

Cash and cash equivalents totaled $12.7 million at June 30, 2023.

Ideal Power had no long-term debt outstanding at June 30, 2023.

2023 Milestones

The Company is actively engaged with multiple customers in each of its key target markets. Ideal Power completed all of its first half of 2023 milestones and is on track to achieve its remaining 2023 milestones. Our 2023 milestones and their status are:

Launched first commercial product in January 2023, the SymCool™ Power Module, a B-TRAN™ multi-die module. First commercial sales later in 2023.

Completed Phase I of multi-year development program with top 10 global automaker in the second quarter of 2023.

Completed first engineering run with production fab in the second quarter of 2023.

Delivered packaged B-TRAN™s to DTI under the NAVSEA program in the first half of 2023.

Commenced customer shipments to B-TRAN™ test and evaluation participants in the second quarter of 2023.

Introduce second commercial product, an intelligent power module, in the third quarter of 2023.

Conference Call and Webcast: Q2 2023 Results

Ideal Power President and CEO Dan Brdar and CFO Tim Burns will host a conference call today, followed by a question-and-answer period.

To access the call, please use the following information:

Date:	Thursday, August 10, 2023
Time:	10:00 AM ET
Toll-free dial-in number:	888-506-0062
International dial-in number:	973-528-0011
Participant Access Code:	741279

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 August 24, 2023.

Toll Free Replay Number:	877-481-4010
International Replay Number:	919-882-2331
Replay ID:	48803

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 the Company being on track to achieve its remaining 2023 milestones and our plans to introduce our second commercial product in the third quarter of 2023. 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)

	June 30,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	12,683,268		$	16,345,623
Accounts receivable, net		203,324			65,936
Prepayments and other current assets		540,430			491,365
Total current assets		13,427,022			16,902,924
Property and equipment, net		281,109			200,103
Intangible assets, net		2,539,422			2,036,431
Right of use asset		218,130			248,720
Other assets		11,189			11,189
Total assets	$	16,476,872		$	19,399,367
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	112,010		$	130,503
Accrued expenses		614,642			254,218
Current portion of lease liability		67,595			64,597
Total current liabilities		794,247			449,318

Long-term lease liability		168,600			202,987
Other long-term liabilities		1,180,005			838,458
Total liabilities		2,142,852			1,490,763

Commitments and contingencies

Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,939,779 shares issued and 5,938,458 shares outstanding at June 30, 2023 and 5,926,001 shares issued and 5,924,680 shares outstanding at December 31, 2022		5,940			5,926
Additional paid-in capital		106,244,511			105,011,318
Treasury stock, at cost, 1,321 shares at June 30, 2023 and December 31, 2022		(13,210	)		(13,210	)
Accumulated deficit		(91,903,221	)		(87,095,430	)
Total stockholders’ equity		14,334,020			17,908,604
Total liabilities and stockholders’ equity	$	16,476,872		$	19,399,367

IDEAL POWER INC.

Statements of Operations

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Development revenue	$	98,443		$	—		$	98,443		$	—
Grant revenue		36,724			50,978			37,388			175,986
Total revenue		135,167			50,978			135,831			175,986
Cost of development revenue		74,013			—			74,013			—
Cost of grant revenue		36,724			50,978			37,388			175,986
Total cost of revenue		110,737			50,978			111,401			175,986

Gross profit		24,430			—			24,430			—

Operating expenses:
Research and development		1,206,688			728,383			2,646,716			1,556,930
General and administrative		933,993			734,637			1,828,926			1,587,586
Sales and marketing		271,900			233,152			576,226			452,581
Total operating expenses		2,412,581			1,696,172			5,051,868			3,597,097

Loss from operations		(2,388,151	)		(1,696,172	)		(5,027,438	)		(3,597,097	)

Interest income, net		108,345			6,178			219,647			2,462

Net loss	$	(2,279,806	)	$	(1,689,994	)	$	(4,807,791	)	$	(3,594,635	)

Net loss per share – basic and diluted	$	(0.37	)	$	(0.27	)	$	(0.78	)	$	(0.58	)

Weighted average number of shares outstanding – basic and diluted		6,185,397			6,157,625			6,181,972			6,156,495

IDEAL POWER INC.

Statements of Cash Flows

(unaudited)

	Six Months Ended
	June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(4,807,791	)	$	(3,594,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		121,423			89,051
Stock-based compensation		1,233,207			462,238
Stock issued for services		—			100,100
Decrease (increase) in operating assets:
Accounts receivable		(137,388	)		86,100
Prepaid expenses and other assets		(18,475	)		(189,265	)
Increase (decrease) in operating liabilities:
Accounts payable		(18,493	)		(112,736	)
Accrued expenses and other liabilities		219,025			77,630
Net cash used in operating activities		(3,408,492	)		(3,081,517	)

Cash flows from investing activities:
Purchase of property and equipment		(114,025	)		(12,248	)
Acquisition of intangible assets		(139,838	)		(55,672	)
Net cash used in investing activities		(253,863	)		(67,920	)

Net decrease in cash and cash equivalents		(3,662,355	)		(3,149,437	)
Cash and cash equivalents at beginning of period		16,345,623			23,170,149
Cash and cash equivalents at end of period	$	12,683,268		$	20,020,712

Cover	Aug. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 10, 2023
Entity File Number	001-36216
Entity Registrant Name	IDEAL POWER INC.
Entity Central Index Key	0001507957
Entity Tax Identification Number	14-1999058
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5508 Highway 290 West
Entity Address, Address Line Two	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