Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 31K
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 236K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 99K
4: EX-5.1 Opinion of Counsel re: Legality HTML 14K
5: EX-99.1 Miscellaneous Exhibit HTML 14K
6: EX-99.2 Miscellaneous Exhibit HTML 14K
7: EX-99.3 Miscellaneous Exhibit HTML 14K
12: R1 Document And Entity Information HTML 47K
14: XML IDEA XML File -- Filing Summary XML 13K
17: XML XBRL Instance -- ipwr20240328_8k_htm XML 15K
13: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
9: EX-101.DEF XBRL Definitions -- ipwr-20240325_def XML 38K
10: EX-101.LAB XBRL Labels -- ipwr-20240325_lab XML 48K
11: EX-101.PRE XBRL Presentations -- ipwr-20240325_pre XML 37K
8: EX-101.SCH XBRL Schema -- ipwr-20240325 XSD 15K
15: JSON XBRL Instance as JSON Data -- MetaLinks 12± 20K
16: ZIP XBRL Zipped Folder -- 0001437749-24-009865-xbrl Zip 106K
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).
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
i☐
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
iCommon Stock
iIPWR
iNasdaq 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 i☐
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 1.01.
Entry into a Material Definitive Agreement.
On March 25, 2024, Ideal Power Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, as representative of the underwriters named therein (the “Underwriter”), relating to the underwritten public offering of 1,366,668 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 633,332 shares of Common Stock (the “Offering”). The public offering price was $7.50 per share of Common Stock and $7.499 per Pre-Funded
Warrant, which warrants have an exercise price of $0.001 per share. The Pre-Funded Warrants expire when they are exercised in full.
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to 300,000 additional shares of Common Stock. The net proceeds to the Company from the Offering are expected to be approximately $13.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, and assuming no exercise of the option. The Offering closed on March 28, 2024.
The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-269060) that was filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2022 and declared effective by the Commission on January 9, 2023. 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 March 25, 2024 and March 27, 2024, 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.
The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants 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 and Exhibit 4.1, 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.
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 report to be signed on its behalf by the undersigned hereunto duly authorized.
