false
0001507957
0001507957
2026-05-14
2026-05-14
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 14, 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 Employer 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 May 14, 2026, Ideal Power Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”), relating to the offering of 3,220,961 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 2,070,044 shares of Common Stock (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.001 per share, are immediately exercisable and expire when they are exercised in full. The gross proceeds to the Company from the Offering were approximately $30.0 million. The Offering closed on May 18, 2026.
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 prospectus supplement was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”) on May 18, 2026. The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing and indemnification obligations of the Company.
The Company engaged Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), to act as placement agent in the Offering. As compensation for such placement agent services, the Company has agreed to pay Titan an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Offering and $75,000 for Titan’s fees and expenses.
The Company has agreed that it will not, without the prior consent of Titan and the Investors, directly or indirectly sell, offer, contract or grant any option to sell, pledge, transfer, or otherwise dispose of or enter into any transaction which may result in the disposition of any shares of Common Stock or securities convertible into, exchangeable or exercisable for any shares of Common Stock (excluding the exercise of certain warrants and or options currently outstanding and exercisable) for a period of 45 days after the closing of the Offering, subject to certain exceptions.
In addition, each of the Company’s directors and executive officers have entered into lock-up agreements pursuant to which each of them has agreed not to, for a period of forty-five (45) days from the closing of the Offering, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the Company’s securities, subject to certain exceptions.
The foregoing descriptions of 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 4.1 and Exhibit 10.1 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 are attached as Exhibit 5.1 to this Current Report on Form 8-K.
On May 14, 2026 and May 18, 2026, the Company issued press releases announcing the pricing and closing of the Offering, respectively. Copies of the press releases are filed as Exhibits 99.1 and 99.2, 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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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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Form of Securities Purchase Agreement, dated May 14, 2026, between Ideal Power Inc. and the Investors.
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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 May 14, 2026, regarding pricing of the Offering.
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99.2
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Press Release, dated May 18, 2026, regarding closing of the Offering.
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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: May 18, 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 $30.0 Million Registered Direct Offering of Common Stock
AUSTIN, TX / ACCESSWIRE / May 14, 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 that it has entered into a definitive agreements with certain institutional investors for the purchase and sale of an aggregate of 5,291,005 shares of common stock (or common stock equivalents) priced at the market under Nasdaq rules. The offering is expected to result in gross proceeds of approximately $30 million, before deducting offering expenses. The closing of the offering is expected to occur on or about May 18, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from these financings to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, initial production ramp with strategic partners, and general corporate and working capital purposes.
"This financing strengthens our balance sheet at a pivotal moment for Ideal Power," said David Somo, President and Chief Executive Officer of Ideal Power. "With the accelerating demand for data centers and power, hyperscalers have focused on more efficient power architectures. This financing allows us to be well-positioned to ramp the commercialization of our B-TRAN® technology, advance customer engagements, and capitalize on the significant opportunities emerging across industrial markets."
Titan Partners, a division of American Capital Partners, is acting as the sole placement agent for the financing.
The 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 common stock (or common stock equivalents) is being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective Registration Statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, 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 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 timing and completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering, and the intended use of proceeds therefrom. 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 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
Exhibit 99.2
Ideal Power Announces Closing of $30.0 Million Registered Direct Offering of
Common Stock
Austin, Texas, May 18, 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 closing of its previously announced registered direct offering pursuant to a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 5,291,005 shares of common stock (or common stock equivalents) priced at the market under Nasdaq rules. The gross proceeds to the Company were approximately $30 million, before deducting offering expenses. The Company intends to use the net proceeds from the offering to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, initial production ramp with strategic partners, and general corporate and working capital purposes.
Titan Partners, a division of American Capital Partners, acted as the sole placement agent for the offering.
The offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-292492) (including a base prospectus) previously filed with the Securities and Exchange Commission (“SEC”) on December 30, 2025, and declared effective by the SEC on January 9, 2026. The common stock (or common stock equivalents) was offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective Registration Statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering were filed with the SEC and are available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be 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 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 financing 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 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
