false
0001507957
0001507957
2026-02-23
2026-02-23
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): February 23, 2026
IDEAL POWER INC.
(Exact name of registrant as specified in Charter)
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Delaware
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001-36216
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14-1999058
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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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).
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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IPWR
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Nasdaq Capital Market
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 23, 2026, Ideal Power Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC, as representative of the underwriters named therein (the “Underwriter”), relating to the underwritten public offering of 3,505,855 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 952,881 shares of Common Stock (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.001 per share and expire when they are exercised in full. The gross proceeds to the Company from the Offering are expected to be approximately $12.3 million.
The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-292492) that was filed with the Securities and Exchange Commission (the “Commission”) on December 30, 2025 and declared effective by the Commission on January 9, 2026. A preliminary and final prospectus supplement were filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”) on February 23, 2026 and February 25, 2026, respectively. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
On February 23, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors Pre-Funded Warrants to purchase 631,332 shares of Common Stock at an exercise price of $0.001 per share in a concurrent private placement (the “Concurrent Placement”). The Pre-Funded Warrants offered in the Concurrent Placement have substantially the same terms as the Pre-Funded Warrants offered in the Offering, except that the Pre-Funded Warrants in the Concurrent Placement and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in the Concurrent Placement are not registered under the Securities Act and are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The gross proceeds to the Company from the Concurrent Placement are expected to be approximately $1.7 million.
The Offering and the Concurrent Placement closed on February 25, 2026.
The foregoing descriptions of the Underwriting Agreement, the Pre-Funded Warrants and the Securities Purchase Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibit 1.1, Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion and consent of Perkins Coie LLP relating to the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Pre-Funded Warrants issued in the Concurrent Placement and the shares of Common Stock issuable upon exercise thereof is incorporated herein by reference.
The Pre-Funded Warrants were offered and sold in a private placement pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants have not been registered under the Securities Act and will be issued, if at all, pursuant to the same exemption. The Company relied upon this exemption based, in part, on representations made by the Investors in the Securities Purchase Agreement.
On February 23, 2026, the Company issued two press releases, the first announcing that it had commenced the Offering and the second announcing the pricing of the Offering. On February 25, 2026, the Company issued a press release announcing the closing of the Offering. Copies of press releases are filed as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated February 23, 2026, between Ideal Power Inc. and Titan Partners Group LLC.
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4.1
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Form of Pre-Funded Warrant.
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5.1
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Opinion of Perkins Coie LLP.
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10.1
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Securities Purchase Agreement.
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23.1
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Consent of Perkins Coie LLP (included in Exhibit 5.1).
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99.1
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Press Release, dated February 23, 2026, regarding commencement of the Offering and Concurrent Placement.
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99.2
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Press Release, dated February 23, 2026, regarding pricing of the Offering and Concurrent Placement.
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99.3
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Press Release, dated February 25, 2026, regarding closing of the Offering and Concurrent Placement.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IDEAL POWER INC.
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Dated: February 25, 2026
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By:
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/s/ Timothy Burns
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Timothy Burns
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Chief Financial Officer
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Exhibit 99.1
Ideal Power Announces Proposed Public Offering of Common Stock
AUSTIN, Texas, February 23, 2026 -- Ideal Power Inc. (Nasdaq: IPWR) ("Ideal Power," the "Company," "we," "us" or "our") today announced that it has commenced an underwritten public offering for the sale of its common stock. In connection with the offering, Ideal Power expects to grant the underwriter a 30-day option to purchase additional common stock in an amount up to 15% of the shares of common stock offered in the offering, to cover over-allotments, if any. Ideal Power intends to use the net proceeds from this offering to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, and initial production ramp with strategic partners, and general corporate and working capital purposes. The offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All shares of common stock to be sold in the proposed offering will be sold by Ideal Power.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the proposed offering.
This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-292492) (including a base prospectus) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2025, and declared effective on January 9, 2026. The shares of common stock may be offered only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration statement. A preliminary prospectus supplement and the accompanying base prospectus relating to and describing the terms of the proposed offering have been filed with the SEC. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. These documents, including the preliminary prospectus supplement relating to the offering, are available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Ideal Power Inc.
Ideal Power (NASDAQ: IPWR) is the developer and provider of its innovative and widely patented B-TRAN® bidirectional semiconductor power switch. B-TRAN® offers compelling advantages over conventional technologies and addresses the demanding standards of today's solid-state circuit protection and intelligent power delivery systems. It features very low conduction losses that deliver improved power efficiency, thereby reducing energy consumption and providing cost savings. The unique bidirectional capability of B-TRAN® simplifies the design, control and diagnostics of solid-state power solutions while enabling smaller, lower cost systems. B-TRAN® delivers compelling advantages for a broad spectrum of applications including solid-state circuit breakers, static transfer switches, battery disconnect units and EV contactors that are widely used in data centers, industrial power systems, energy grid and storage systems, and electric vehicles and charging infrastructure.
Contacts
For investor inquiries:
Jeff Christensen
Darrow Associates Investor Relations
jchristensen@darrowir.com
703-297-6917
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 proposed public offering of common stock and expected use of proceeds. 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, 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 SEC. 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.
Exhibit 99.2
Ideal Power Announces Pricing of $14 Million Financing of Common Stock
The financing was led by the company’s largest existing institutional shareholders, with participation from Ideal Power insiders, including its CEO
AUSTIN, TX / ACCESSWIRE / February 23, 2026 / Ideal Power Inc. (Nasdaq:IPWR) (“Ideal Power,” the “Company,” “we,” or “our”), pioneering the development and commercialization of the highly efficient and broadly patented B-TRAN® bidirectional semiconductor power switch , today announced the pricing of its underwritten public offering of 4,458,736 shares of common stock (or pre-funded warrants in lieu thereof) for gross proceeds of approximately $12.3 million (the “Public Offering”). Concurrent with the Public Offering, the Company also priced a private placement of pre-funded warrants to purchase up to 631,332 shares of common stock for gross proceeds of approximately $1.7 million (the “Private Placement”). Total gross proceeds from the financings are expected to be an aggregate of approximately $14.0 million, before deducting underwriting discounts, commissions, and other offering expenses payable by the Company. The financings are expected to close on February 25, 2026, subject to customary closing conditions. The Public Offering includes participation from existing institutional shareholders and Company insiders, including our Chief Executive Officer.
The Company intends to use the net proceeds from these financings to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, and initial production ramp with strategic partners, and for general corporate and working capital purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the financing.
The Public Offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-292492) (including a base prospectus) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2025, and declared effective on January 9, 2026. The Public Offering is being made only by means of a preliminary prospectus supplement and a final prospectus supplement and the accompanying base prospectus that form a part of the registration statement. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. These documents, including the preliminary prospectus supplement relating to the offering, are available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
The securities issued in the Private Placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the shares of common stock underlying the pre-funded warrants issued in connection with the Private Placement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Ideal Power Inc.
Ideal Power (NASDAQ: IPWR) is the developer and provider of its innovative and widely patented B-TRAN® bidirectional semiconductor power switch. B-TRAN® offers compelling advantages over conventional technologies and addresses the demanding standards of today's solid-state circuit protection and intelligent power delivery systems. It features very low conduction losses that deliver improved power efficiency, thereby reducing energy consumption and providing cost savings. The unique bidirectional capability of B-TRAN® simplifies the design, control and diagnostics of solid-state power solutions while enabling smaller, lower cost systems. B-TRAN® delivers compelling advantages for a broad spectrum of applications including solid-state circuit breakers, static transfer switches, battery disconnect units and EV contactors that are widely used in data centers, industrial power systems, energy grid and storage systems, and electric vehicles and charging infrastructure.
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 financings and the intended use of proceeds. 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, 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 SEC. 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
Exhibit 99.3
Ideal Power Announces Closing of $14 Million Financing of Common Stock
The financing was led by the company’s largest existing institutional shareholders, with participation from Ideal Power insiders, including its CEO
AUSTIN, TX / ACCESSWIRE / February 25, 2026 / Ideal Power Inc. (Nasdaq:IPWR) (“Ideal Power,” the “Company,” “we,” or “our”), pioneering the development and commercialization of the highly efficient and broadly patented B-TRAN® bidirectional semiconductor power switch, today announced it has closed its previously announced underwritten public offering of 4,458,736 shares of common stock (or pre-funded warrants in lieu thereof) and the concurrent private placement of pre-funded warrants to purchase up to 631,332 shares of common stock. Total gross proceeds from the financings are approximately $14.0 million, before deducting underwriting discounts, commissions, and other offering expenses payable by the Company. The public offering included participation from existing institutional shareholders and Company insiders, including our Chief Executive Officer.
The Company intends to use the net proceeds from these financings to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, and initial production ramp with strategic partners, and for general corporate and working capital purposes.
Titan Partners, a division of American Capital Partners, acted as the sole bookrunner for the financing. WestPark Capital, Inc. served as a financial advisor to the Company.
The public offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-292492) (including a base prospectus) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2025, and declared effective on January 9, 2026. The public offering was made only by means of a preliminary prospectus supplement and a final prospectus supplement and the accompanying base prospectus that form a part of the registration statement. These documents, including the preliminary prospectus supplement relating to the offering, are available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
The securities issued in the Private Placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the shares of common stock underlying the pre-funded warrants issued in connection with the Private Placement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Ideal Power Inc.
Ideal Power (NASDAQ: IPWR) is the developer and provider of its innovative and widely patented B-TRAN® bidirectional semiconductor power switch. B-TRAN® offers compelling advantages over conventional technologies and addresses the demanding standards of today's solid-state circuit protection and intelligent power delivery systems. It features very low conduction losses that deliver improved power efficiency, thereby reducing energy consumption and providing cost savings. The unique bidirectional capability of B-TRAN® simplifies the design, control and diagnostics of solid-state power solutions while enabling smaller, lower cost systems. B-TRAN® delivers compelling advantages for a broad spectrum of applications including solid-state circuit breakers, static transfer switches, battery disconnect units and EV contactors that are widely used in data centers, industrial power systems, energy grid and storage systems, and electric vehicles and charging infrastructure.
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 financings and the intended use of proceeds. 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, 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 SEC. 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
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