UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

x
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

2020

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number 001-36216

IDEAL POWER INC.

(Exact name of registrant as specified in its charter)

Delaware
Delaware14-1999058
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

4120 Freidrich Lane, Suite 100

Austin, Texas 78744

(Address of principal executive offices)

(Zip Code)

(512) 264-1542

(Registrant’s telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareIPWRThe Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files).

Yes xý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer ¨
  
Non-accelerated filer x¨
Smaller reporting company x
(Do not check if a smaller reporting company)  
 
Emerging growth company ¨x

If an emerging growth company, indicate by check mark whether 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. ¨ý


Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No xý


As of November 6, 2017,11, 2020, the issuer had 13,996,1212,975,388 shares of common stock, par value $.001, outstanding.



TABLE OF CONTENTS

PART I3
   
Item 1.
   
 Balance Sheets at September 30, 20172020 (Unaudited) and December 31, 20162019
 Statements of Operations for the three and nine months ended September 30, 20172020 and 20162019 (Unaudited)
 Statements of Cash Flows for the nine months ended September 30, 20172020 and 20162019 (Unaudited)
 Statements of Stockholders’ Equity for the three-month periods ended during the nine months ended September 30, 2020 and 2019 (Unaudited)
Notes to Unaudited Financial Statements
   
Item 2.
   
Item 3.
   
Item 4.
   
PART II20
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   




PART I - FINANCIALI-FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

IDEAL POWER INC.

Balance Sheets

  September 30, 2017 December 31, 2016
  (unaudited)  
ASSETS  
  
Current assets:  
  
Cash and cash equivalents $11,681,887
 $4,204,916
Accounts receivable, net 387,081
 378,658
Inventories, net 327,461
 1,245,147
Prepayments and other current assets 171,147
 312,593
Total current assets 12,567,576
 6,141,314
     
Property and equipment, net 647,657
 936,486
Intangible assets, net 2,059,645
 1,905,556
Other assets 
 17,920
Total Assets $15,274,878
 $9,001,276
     
LIABILITIES AND STOCKHOLDERS’ EQUITY  
  
Current liabilities:  
  
Accounts payable $287,114
 $346,767
Accrued expenses 1,250,484
 1,149,129
Total current liabilities 1,537,598
 1,495,896
     
Other long-term liabilities 493,088
 265,418
Total liabilities 2,030,686
 1,761,314
     
Commitments and contingencies (see Note 8) 

 

     
Stockholders’ equity:  
  
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 1,518,430 shares issued and outstanding at September 30, 2017 1,518
 
Common stock, $0.001 par value; 50,000,000 shares authorized; 13,998,465 shares issued and 13,996,121 shares outstanding at September 30, 2017 and 9,560,896 shares issued and 9,559,213 shares outstanding at December 31, 2016, respectively 13,998
 9,561
Additional paid-in capital 66,806,637
 52,310,481
Treasury stock, at cost; 2,344 shares at September 30, 2017 and 1,683 shares at December 31, 2016, respectively (7,489) (5,915)
Accumulated deficit (53,570,472) (45,074,165)
Total stockholders’ equity 13,244,192
 7,239,962
Total Liabilities and Stockholders’ Equity $15,274,878
 $9,001,276

  September 30,
2020
  December 31,
2019
 
  (unaudited)    
ASSETS        
Current assets:        
Cash and cash equivalents $3,769,225  $3,057,682 
Accounts receivable, net  28,623    
Prepayments and other current assets  138,436   248,148 
Total current assets  3,936,284   3,305,830 
         
Property and equipment, net  41,797   47,302 
Intangible assets, net  1,583,523   1,634,378 
Right of use asset  126,257   260,310 
Other assets     17,920 
Total assets $5,687,861  $5,265,740 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $66,710  $182,956 
Accrued expenses  383,374   319,135 
Current portion of lease liability  129,995   183,119 
Total current liabilities  580,079   685,210 
         
Long-term debt  91,407    
Long-term lease liability     82,055 
Other long-term liabilities  607,974   609,242 
Total liabilities  1,279,460   1,376,507 
         
Commitments and contingencies        
         
Stockholders’ equity:        
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,976,709 shares issued and 2,975,388 shares outstanding at September 30, 2020, and 2,101,272 shares issued and 2,099,951 shares outstanding at December 31, 2019, respectively  2,977   2,101 
Additional paid-in capital  78,419,046   71,242,256 
Treasury stock, at cost, 1,321 shares at September 30, 2020 and December 31, 2019  (13,210)  (13,210)
Accumulated deficit  (74,000,412)  (67,341,914)
Total stockholders’ equity  4,408,401   3,889,233 
Total liabilities and stockholders’ equity $5,687,861  $5,265,740 

The accompanying notes are an integral part of these condensed financial statements.



IDEAL POWER INC.

Statements of Operations

(unaudited)

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
  2017 2016 2017 2016
Product revenue $444,640
 $439,270
 $973,680
 $1,258,030
Cost of product revenue 418,529
 737,937
 1,894,068
 1,531,628
Gross profit (loss) 26,111
 (298,667) (920,388) (273,598)
         
Operating expenses:  
  
  
  
Research and development 1,075,849
 1,231,024
 3,374,386
 3,914,188
General and administrative 899,882
 907,335
 2,976,260
 2,709,325
Sales and marketing 271,844
 496,794
 1,240,713
 1,321,757
Total operating expenses 2,247,575
 2,635,153
 7,591,359
 7,945,270
         
Loss from operations (2,221,464) (2,933,820) (8,511,747) (8,218,868)
         
Interest income, net 3,865
 11,554
 15,440
 26,778
         
Net loss $(2,217,599) $(2,922,266) $(8,496,307) $(8,192,090)
         
Net loss per share – basic and fully diluted $(0.16) $(0.31) $(0.66) $(0.86)
         
Weighted average number of shares outstanding – basic and fully diluted 13,990,202
 9,549,011
 12,964,452
 9,547,580

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
Grant revenue $147,787  $  $154,302  $ 
Cost of grant revenue  147,787      154,302    
Gross profit            
                 
Operating expenses:                
Research and development  494,548   250,773   1,161,537   804,741 
General and administrative  677,967   471,272   1,773,615   1,520,325 
Total operating expenses  1,172,515   722,045   2,935,152   2,325,066 
                 
Loss from continuing operations before interest  (1,172,515)  (722,045)  (2,935,152)  (2,325,066)
                 
Other expenses:                
Interest expense, net  1,358   2,763   2,480   3,072 
Warrant inducement expense  3,720,866      3,720,866    
Total other expenses  3,722,224   2,763   3,723,346   3,072 
                 
Loss from continuing operations  (4,894,739)  (724,808)  (6,658,498)  (2,328,138)
Loss from discontinued operations     (78,796)     (768,047)
Loss on sale of discontinued operations     (9,107)     (9,107)
Net loss $(4,894,739) $(812,711) $(6,658,498) $(3,105,292)
                 
Loss from continuing operations per share – basic and fully diluted $(1.28) $(0.49) $(2.04) $(1.60)
Loss from discontinued operations per share – basic and fully diluted     (0.06)     (0.53)
Net loss per share – basic and fully diluted $(1.28) $(0.55) $(2.04) $(2.13)
                 
Weighted average number of shares outstanding – basic and fully diluted  3,821,717   1,474,001   3,264,860   1,460,507 

The accompanying notes are an integral part of these condensed financial statements.




IDEAL POWER INC.

Statements of Cash Flows

(unaudited)

  Nine Months Ended
September 30,
  2017 2016
Cash flows from operating activities:  
  
Net loss $(8,496,307) $(8,192,090)
Adjustments to reconcile net loss to net cash used in operating activities:  
  
Allowance for doubtful accounts 226,557
 85,375
Write-down of inventory 703,220
 73,521
Depreciation and amortization 339,493
 290,474
Write-off of capitalized patents 268,789
 71,109
Write-off of fixed assets 53,445
 6,215
Stock-based compensation 833,637
 1,135,008
Decrease (increase) in operating assets:  
  
Accounts receivable (234,980) 337,480
Inventories 214,466
 (689,854)
Prepayments and other current assets 159,366
 147,061
Increase (decrease) in operating liabilities:  
  
Accounts payable (59,653) (729,435)
Accrued expenses 67,722
 (151,178)
Net cash used in operating activities (5,924,245) (7,616,314)
     
Cash flows from investing activities:  
  
Purchase of property and equipment (44,819) (328,930)
Acquisition of intangible assets (220,865) (299,140)
Net cash used in investing activities (265,684) (628,070)
     
Cash flows from financing activities:  
  
Net proceeds from issuance of stock 13,657,331
 
Exercise of options and warrants 11,143
 35,536
Payment of taxes related to restricted stock vesting (1,574) 
Net cash provided by financing activities 13,666,900
 35,536
     
Net increase (decrease) in cash and cash equivalents 7,476,971
 (8,208,848)
Cash and cash equivalents at beginning of period 4,204,916
 15,022,286
Cash and cash equivalents at end of period $11,681,887
 $6,813,438

  Nine Months Ended
September 30,
 
  2020  2019 
Cash flows from operating activities:        
Loss from continuing operations $(6,658,498) $(2,328,138)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  86,368   82,913 
Write-off of capitalized patents  18,235    
Stock-based compensation  434,782   156,882 
Stock issued for services  50,000    
Warrant inducement expense  3,720,866    
Decrease in operating assets:        
Accounts receivable  (28,623)   
Prepayments and other current assets  127,632   204,530 
Increase (decrease) in operating liabilities:        
Accounts payable  (116,246)  1,337 
Accrued expenses  61,845   6,336 
Net cash used in operating activities  (2,303,639)  (1,876,140)
Net cash used in operating activities – discontinued operations     (557,096)
         
Cash flows from investing activities:        
Purchase of property and equipment  (12,407)  (4,253)
Acquisition of intangible assets  (35,836)  (74,342)
Net cash used in investing activities  (48,243)  (78,595)
Net cash provided by investing activities – discontinued operations     23,587 
         
Cash flows from financing activities:        
Proceeds from loans  91,407    
Proceeds from the exercise of warrants  2,972,018    
Net cash provided by financing activities  3,063,425    
         
Net increase (decrease) in cash and cash equivalents – continuing operations  711,543   (1,954,735)
Net decrease in cash and cash equivalents – discontinued operations     (533,509)
Cash and cash equivalents at beginning of period  3,057,682   3,258,077 
Cash and cash equivalents at end of period $3,769,225  $769,833 

The accompanying notes are an integral part of these condensed financial statements.


IDEAL POWER INC.

Statement of Stockholders’ Equity

For the Three-Month Periods during the Nine Months Ended September 30, 2020 and 2019

(unaudited)

  Common Stock  Preferred Stock  Additional
Paid-In
  Treasury Stock  Accumulated  Total
Stockholders’
 
  Shares  Amount  Shares  Amount  Capital  Shares  Amount  Deficit  Equity 
Balances at December 31, 2018  1,404,479  $1,404   1,518,430  $1,518  $68,022,484   1,321  $(13,210) $(63,414,252) $4,597,944 
Conversion of preferred stock to common stock  70,843   71   (708,430)  (708)  637             
Stock-based compensation              (25,814)           (25,814)
Net loss for the three months ended March 31, 2019                       (1,040,899)  (1,040,899)
Balances at March 31, 2019  1,475,322   1,475   810,000   810   67,997,307   1,321   (13,210)  (64,455,151)  3,531,231 
Stock-based compensation              101,843            101,843 
Net loss for the three months ended June 30, 2019                       (1,251,682)  (1,251,682)
Balances at June 30, 2019  1,475,322   1,475   810,000   810   68,099,150   1,321   (13,210)  (65,706,833)  2,381,392 
Stock-based compensation              16,692            16,692 
Net loss for the three months ended September 30, 2019                       (812,711)  (812,711)
Balances at September 30, 2019  1,475,322  $1,475   810,000  $810  $68,115,842   1,321  $(13,210) $(66,519,544) $1,585,373 
                                     
Balances at December 31, 2019  2,101,272  $2,101     $  $71,242,256   1,321  $(13,210) $(67,341,914) $3,889,233 
Stock-based compensation              116,497            116,497 
Net loss for the three months ended March 31, 2020                       (930,501)  (930,501)
Balances at March 31, 2020  2,101,272   2,101         71,358,753   1,321   (13,210)  (68,272,415)  3,075,229 
Stock-based compensation              109,671            109,671 
Stock issued for services  26,316   26         49,974            50,000 
Exercise of warrants  225,718   226         175,590            175,816 
Net loss for the three months ended June 30, 2020                       (833,258)  (833,258)
Balances at June 30, 2020  2,353,306   2,353         71,693,988   1,321   (13,210)  (69,105,673)  2,577,458 
Stock-based compensation              208,614            208,614 
Exercise of warrants  250,566   251         248,365            248,616 
Early warrant exercise transaction  372,837   373         2,547,213            2,547,586 
Warrant inducement expense              3,720,866            3,720,866 
Net loss for the three months ended September 30, 2020                       (4,894,739)  (4,894,739)
Balances at September 30, 2020  2,976,709  $2,977     $  $78,419,046   1,321  $(13,210) $(74,000,412) $4,408,401 

The accompanying notes are an integral part of these financial statements.



Ideal Power Inc.

Notes to Financial Statements

(unaudited)

Note 1 – Organization and Description of Business

Ideal Power Inc. (the “Company”) was incorporated in Texas on May 17, 2007 under the name Ideal Power Converters, Inc. The Company changed its name to Ideal Power Inc. on July 8, 2013 and re-incorporated in Delaware on July 15, 2013. With headquarters in Austin, Texas, it developsdeveloped power conversion solutions with a focus on solar + storage, microgrid and stand-alone energy storage applications. The principal products of the Company arewere 30-kilowatt power conversion systems, including 2-port and multi-port products.

In April 2018, the Company realigned into two operating divisions: Power Conversion Systems, to continue the commercialization of its PPSA™ technology, and B-TRAN, to develop its Bi-directional bi-polar junction TRANsistor (B-TRAN™) solid state switch technology.

In January 2019, the Board of Directors of the Company (the “Board”) approved a strategic shift to focus on the commercialization of its B-TRAN™ technology and a plan to suspend further power converter system development and sales while the Company located a buyer for its power conversion systems division and PPSA™ technology. In September 2019, the Company closed on the sale of the power conversion systems division and the Company is now solely focused on the further development and commercialization of its B-TRAN™ technology. Prior to the sale of the Company’s PPSA™ business and technology in September 2019, the Company classified the power conversion system division as held for sale. The Company shows this division as a discontinued operation in these financial statements. 

Since its inception, the Company has generated limited revenues from the sale of products and has financed its research and development efforts and operations primarily through the sale of common stock and priorwarrants. The Company’s continued operations are dependent upon, among other things, its ability to its initial public offering, the issuanceobtain adequate sources of convertible debt. 

funding through future revenues, follow-on stock offerings, issuances of warrants, debt financing, co-development agreements, government grants, sale or licensing of developed intellectual property or other alternatives.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The balance sheetBalance Sheet at December 31, 20162019 has been derived from the Company’s audited financial statements.

statements included in its Annual Report on Form 10-K filed with the SEC on March 31, 2020.

In the opinion of management, these financial statements reflect all normal recurring, and other adjustments, necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2019. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods.

Recent Accounting Pronouncements
In May 2014,

Reverse Stock Split

On August 15, 2019, the Financial Accounting Standards Board,Company effected a reverse stock split of the outstanding shares of its common stock by a ratio of one-for-ten, and its common stock began trading on the Nasdaq Capital Market on a split-adjusted basis on August 20, 2019. The par value of the Company’s common stock remained unchanged at $0.001 per share after the reverse stock split. All share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect the reverse stock split. 

Liquidity and Going Concern

As reflected in the accompanying condensed financial statements, the Company had a net loss of $6.7 million and used $2.3 million of cash in operating activities for the nine months ended September 30, 2020. At September 30, 2020, the Company had net working capital of $3.4 million and the Company’s principal source of liquidity consisted of $3.8 million of cash and cash equivalents. The Company’s independent registered public accounting firm, in its report on the Company’s 2019 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. On August 5, 2020 the Company completed an Early Warrant Exercise Transaction (as defined below). See Note 9. The Early Warrant Exercise Transaction raised net proceeds of $2.5 million, thereby alleviating the substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months from the date of issuance of these financial statements.


The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital and to develop profitable operations through implementation of its current business initiatives, however, there can be no assurances that the Company will be able to do so. Additionally, the outbreak of the novel coronavirus (COVID-19) has caused significant disruptions to the global financial markets which could further impact the Company’s ability to raise additional capital. If external financing sources are not available or are inadequate to fund operations, or the technology under development is not capable of generating sustainable revenues in the future, the Company will be required to reduce operating costs, which could jeopardize future strategic initiatives and business plans, or cease operations. 

Revenue Recognition

The Company recognizes revenue and related cost of revenue in accordance with FASB issued Accounting Standards Update (“ASU”) 2014-09, ASC 606, Revenue from Contracts with Customers (Topic (ASC 606), requiring an entity to recognize and, as applicable, with the amount of revenue to which it expects to be entitledguidance issued by the FASB in June 2018 for the transferrecipients of promised goods or servicesgrants.

Currently, the Company recognizes grant revenue and cost of grant revenue only. Government contracts, including grants, are agreements that generally provide the Company with cost reimbursement for certain types of development activities over a contractually defined period. Grant revenue is recognized in the period during which the Company incurs the related costs, provided that the Company has incurred the cost in accordance with the specifications and work plans determined between the Company and the government entity.

For the nine months ended September 30, 2020, the Company recognized $154,302 of grant revenue and cost of grant revenue. The grant revenue relates to customers. The FASB has recently issued several amendmentsa $1.2 million subcontract with Diversified Technologies, Inc. (DTI), signed in June 2020, to supply B-TRAN™ devices as part of a two-year contract awarded to DTI by the standard, including clarification on accountingUnited States Naval Sea Systems Command (NAVSEA) for licensesthe development and demonstration of intellectual property and identifying performance obligations. The standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The updated standard becomes effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted.a B-TRAN™ enabled high efficiency direct current circuit breaker. The Company will not early adoptaccounts for this subcontract as an exchange transaction under applicable guidance. No grant revenue was recognized in the nine months ended September 30, 2019. Unbilled grant receivables were $28,623 at September 30, 2020 and were included in accounts receivable, net.

Earnings Per Share

In accordance with ASC 260, shares issuable for little or no cash consideration are considered outstanding common shares and included in the standard is not expected to have a material effect on the Company’s financial statements.


In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by requiring the recognitioncomputation of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The new standard will be effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Whilebasic earnings per share. As such, the Company is continuingincludes pre-funded warrants to assess the potential impactpurchase shares of this standard, it expectscommon stock and warrant shares held in abeyance in its lease commitment will be subject to the updated standard and recognized as a lease liability and right-of-use asset upon adoption.

In August 2016, the FASBcomputation of earnings per share. The pre-funded warrants were issued ASU 2016-15, Statementin November 2019 with an exercise price of Cash Flows (Topic 230),$0.001. See Note 7. The warrant shares held in order to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The updated standard is effective for financial statements issued for annual periods beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. The adoption of the standard will not have a significant effect on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The amendments in this ASU


are effective for public entities for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The ASU should be applied prospectively on and after the effective date. The Company is evaluating the impact of this ASU.

In July 2017, the FASB issued ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this ASU addresses the complexity of accounting for certain financial instruments with down round features. Per the ASU, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value asabeyance were a result of the existence of a down round feature. The ASU is effective for public entities for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company has elected to early adopt the ASU and will recognize the value of the effect of the down round provision, if and/or when triggered. The provision is associated with stock warrants issued as part of the Company's 2017 definitive securities purchase agreement, or the Private Placement. For more details regarding the 2017 Private Placement, see Notes 9 and 11.

Early Warrant Exercise Transaction (as defined below). See Note 9.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards,standard, if adopted, would have a material impact on the Company’s financial statements.

Note 3 – Accounts ReceivableDiscontinued Operations

In January 2019, the Board approved a strategic shift to focus on the commercialization of the Company’s B-TRAN™ technology and a plan to suspend further power converter system development and sales while the Company located a buyer for its power conversion systems division. In addition, in January 2019, the Company implemented a reduction-in-force in connection with this exit activity and recognized an expense of $92,600 in involuntary termination benefits.

The Company’s power conversion system division, a component supplier to energy storage system integrators, had not achieved the necessary scale to generate positive cash flows. As the division was dependent on the ability of its customers to scale in the small commercial and industrial segment of the storage market and based on the sales forecasts and commitments provided by these customers, the Company did not expect its power conversion systems division to scale sufficiently in the short term, requiring an inflow of additional capital for the business. As such, the decision was made to exit the power conversion systems business and sell the division and the Company’s PPSA™ technology and focus on the Company’s B-TRAN™ technology.


Accounts receivable, net

As a result, the assets held for sale and discontinued operations criteria were met and the Company’s financial statements are presented in accordance with ASC 205. Under ASC 205-20-45-10, during the period in which a component meets the assets held for sale and discontinued operations criteria, an entity must present the assets and liabilities of the discontinued operation separately in the asset and liability sections of the balance sheet for the comparative reporting periods. The prior period balance sheet should be reclassified for the held for sale items. For income statements, the current and prior periods should report the results of operations of the component in discontinued operations when comparative income statements are presented.

On September 19, 2019, the Company closed on the sale of its power conversion systems division to CE+T Energy Solutions, Inc. (“CE+T Energy”). The consideration consisted of $200,000 in cash and 50 shares of CE+T Energy’s common stock, issued on December 11, 2019, which represented a 5% ownership interest in CE+T Energy as of the following:

  September 30, 2017 December 31,
2016
  (unaudited)  
Trade receivables $510,562
 $430,278
Other receivables 89,586
 33,755
  600,148
 464,033
Allowance for doubtful accounts (213,067) (85,375)
  $387,081
 $378,658
Atclosing date. The Company did not record any value of the equity consideration obtained in the sale as there is not currently a market for such shares and the Company does not have access to current financial information and future financial projections of CE+T Energy. CE+T Energy also assumed certain liabilities of the power conversion systems division in connection with the sale. The net cash proceeds from the sale were $23,587.

As a result of the sale, the Balance Sheets at September 30, 2017,2020 and December 31, 2019 do not include assets held for sale. 

The following is a reconciliation of the allowance for doubtful accounts represents trade receivables from two customers which were fully reserved as it was determined that the probabilitymajor classes of collection is remote. During the nine months ended September 30, 2017, the Company collected $62,645 of its previously reserved receivables and wrote-off $98,850 of its allowance for doubtful accounts. These changesline items constituting loss on discontinued operations to loss on discontinued operations shown in the allowance for doubtful accounts are reflected within the sales and marketing line itemStatement of the statement of operations.

Note 4 – Inventories
Inventories, net consisted of the following:
  September 30, 2017 December 31,
2016
  (unaudited)  
Raw materials $251,892
 $363,195
Finished goods 138,446
 941,921
  390,338
 1,305,116
Reserve for obsolescence (62,877) (59,969)
  $327,461
 $1,245,147
During the nine months ended September 30, 2017, the Company recorded a non-cash inventory charge of $703,220, of which $699,243 is related to excess finished goods inventory of its end-of-life, legacy 125kW and IBC-30 battery converters and is reflected within the cost of product revenue line item of the statement of operations.



Note 5 – Property and Equipment
Property and equipment, net consisted of the following:
  September 30, 2017 December 31,
2016
  (unaudited)  
Machinery and equipment $905,072
 $894,228
Building leasehold improvements 395,335
 395,335
Furniture, fixtures, software and computers 216,653
 228,011
  1,517,060
 1,517,574
Accumulated depreciation and amortization (869,403) (581,088)
  $647,657
 $936,486
Operations:

  Three Months Ended  Nine Months Ended 
  September 30, 2019 
  (unaudited) 
Revenue $  $115,000 
Cost of revenue  1,337   141,647 
Research and development  12,613   197,663 
General and administrative  40,332   79,306 
Sales and marketing  24,514   59,431 
Impairment (1)     405,000 
Loss from discontinued operations $(78,796) $(768,047)

(1)Impairment charge was calculated as the net book value of assets held for sale prior to the impairment less the expected net proceeds from the planned sale. The expected net proceeds were based on the estimated fair value of the net assets held for sale less the estimated cost to sell the net assets held for sale. For the three and nine months ended September 30, 2019, the Company recorded a loss on the sale of discontinued operations of $9,107.

Note 64 – Intangible Assets

Intangible assets, net consisted of the following:

  September 30, 2017 December 31,
2016
  (unaudited)  
Patents $1,507,910
 $1,556,204
Other intangible assets 732,175
 470,870
  2,240,085
 2,027,074
Accumulated amortization (180,440) (121,518)
  $2,059,645
 $1,905,556

  September 30,
2020
  December 31,
2019
 
  (unaudited)    
Patents $926,743  $909,142 
Other intangible assets  964,542   964,542 
   1,891,285   1,873,684 
Accumulated amortization  (307,762)  (239,306)
  $1,583,523  $1,634,378 

Amortization expense amounted to $23,110 and $68,456 for the three and nine months ended September 30, 2020, respectively, and $21,554 and $57,563 for the three and nine months ended September 30, 2019, respectively. Amortization expense for the succeeding five years and thereafter is $23,179 (2020), $92,714 (2021-2024) and $934,447 (thereafter).

At September 30, 20172020 and December 31, 2016,2019, the Company had capitalized $514,524$255,041 and $678,410,$335,224, respectively, for costs related to patents that have not been awarded.

Note 5 – Lease

The Company leases 14,782 square feet of office and laboratory space located in Austin, Texas. In April 2018, the Company entered into an amendment to its existing operating lease which extended the lease term from May 31, 2018 to May 31, 2021. The annual base rent in the first year of the lease extension was $184,775 and increases by $7,391 in each succeeding year of the lease extension. In addition, the Company is required to pay its proportionate share of operating costs for the building under this triple net lease. The lease does not contain renewal or termination options.


In June 2017,

On January 1, 2019, the Company adopted ASC 842 utilizing a U.S. patentmodified retrospective approach with a date of initial application at the beginning of the period of adoption. At adoption, the Company recognized a right of use asset of $422,819 and lease liability of $427,131. As the discount rate implicit in the lease was issued associated with licensing agreementsnot readily determinable and the Company recorded an intangible asset and corresponding long-term liability fordid not have any outstanding indebtedness, the estimated present value of future payments of $261,303. The Company is amortizing the capitalized costs over theutilized market data, giving consideration to remaining term of the agreements. For further discussionlease, to estimate its incremental borrowing rate at 8% per annum for purposes of calculating the right of use asset and lease liability.

In September 2019, the Company entered into a sublease with CE+T Energy pursuant to which the Company subleases approximately seventy-five (75%) percent of its Austin, Texas facility to CE+T Energy. Under the sublease, CE+T Energy is obligated to make monthly payments equal to 75% of all sums due under the master lease and 100% of any maintenance and repair costs related to the subleased premises. The sublease replaced a temporary agreement between the Company and CE+T Energy, effective July 22, 2019, that contained similar payment obligations by CE+T Energy for utilization of the licensing agreements, see Note 8.


Amortization expense amounted to $22,822 and $59,291 forsubleased premises. Consistent with the master lease, the sublease terminates on May 31, 2021. During the three and nine months ended September 30, 2017,2020, CE+T Energy made payments of $51,459 and $154,383, respectively, to the Company related to the subleased premises. The payments included CE+T Energy’s share of rent as well as its proportionate share of operating costs for the building under the master lease. The Company recognized these payments as a reduction in general and $16,720 and $45,786 foradministrative expenses.

Future minimum payments under the lease, as amended, are as follows:

For the Year Ended December 31, Master Lease  Sublease
Income
  Net 
2020  49,889   (37,417)  12,472 
2021  83,149   (62,362)  20,787 
Total future undiscounted minimum lease payments $133,038  $(99,779) $33,259 
Less: imputed interest  (3,043)        
Total lease liability $129,995         

For the three and nine months ended September 30, 2016,2020, operating cash flows for lease payments totaled $49,889 and $146,588, respectively. Amortization expenseFor the three and nine months ended September 30, 2019, operating cash flows for lease payments totaled $48,042 and $141,045, respectively. For both the succeeding five yearsthree and thereafter is approximately $23,000 (2017), $92,000 (2018-2021)nine months ended September 30, 2020 and $1,154,000 (thereafter).


Note 7 – Accrued Expenses
Accrued expenses consisted of2019, operating lease cost, recognized on a straight-line basis, totaled $48,488 and $145,463, respectively. At September 30, 2020, the following:
  September 30, 2017 December 31,
2016
  (unaudited)  
Accrued compensation $495,138
 $519,485
Warranty reserve 357,901
 335,893
Other 397,445
 293,751
  $1,250,484
 $1,149,129


remaining lease term was 8 months.

Note 86 – Commitments and Contingencies

Lease
The Company has entered into a lease for 14,782 square feet of office and laboratory space located in Austin, Texas. The triple net lease has a term of 48 months and commenced on June 1, 2014. The annual base rent in the first year of the lease was $154,324 and increases by $3,548 in each succeeding year of the lease. In addition, the Company is required to pay its proportionate share of operating costs for the building.
At September 30, 2017, the remaining annual base rent commitments under the lease are as follows: 
Year Ended December 31, Amount
2017 $41,242
2018 68,736
Total $109,978
The Company incurred rent expense of $58,543 and $175,617 for the three and nine months ended September 30, 2017, respectively, and $56,492 and $167,816 for the three and nine months ended September 30, 2016, respectively.

License Agreement

In 2015, the Company entered into licensing agreements which expire onin February 7, 2033. Per the agreements, the Company has an exclusive royalty-free license associated with semiconductor power switches which enhances its intellectual property portfolio related to semiconductor power switches.portfolio. The agreements include both fixed payments, all of which were paid prior to 2017, and ongoing variable payments. The variable payments are a function of the number of associated patent filings pending and patents issued under the agreements. The Company is required towill pay $10,000 for each patent filing pending and $20,000 for each patent issued within 20 days of December 21 2017 andst of each subsequent year of the agreement,agreements, up to a maximum of $100,000 per year (i.e. five issued patents).


In June 2017,April 2019, a U.S. patent associated with these agreements was issued and the Company recorded, as a non-cash activity, an intangible asset and a corresponding other long-term liability of $232,367, representing the estimated present value of future payments under the licensing agreements for this issued patent. Through September 30, 2020, three patents associated with the agreements were issued. At September 30, 2020 and December 31, 2019, the Company recorded an intangible asset and correspondingother long-term liability for the estimated present value of future payments of $261,303. This long-term liability incurred in connection with the patent issuance is a non-cash investing activity with regard to the Company’s statements of cash flows. At September 30, 2017, two patents associated with the agreements had been issued and the estimated present value of future payments under the licensing agreement is $533,088, of which $40,000 is due within 20 days of December 21, 2017agreements was $607,974 and is included in accrued expenses in the Company's balance sheet.$595,802, respectively. The Company is accruing interest for future payments related to the issued patents associated with these agreements.

Legal Proceedings

The Company may be subject to litigation from time to time in the agreement.

ordinary course of business. The Company is not currently party to any legal proceedings that it believes would reasonably have a material adverse impact on its business, financial results and cash flows.


Litigation
On May 17, 2017,

COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and the rest of the world. The ultimate extent of the impact of COVID-19 on the financial performance of the Company provided Libra Industries, Inc. (Libra), its prior contract manufacturer, notice that it waswill depend on future developments, including, among other things, the duration and spread of COVID-19, governmental restrictions in breach of the Master Supply Agreement (MSA) between the parties. On May 19, 2017, the Company received notice from Libra that the Company was allegedly in breach of the MSA. On June 23, 2017, the Company received a Notice of Arbitration from Libra alleging claims against the Company and demanding recovery for alleged damages. On July 13, 2017, the Company responded to Libra with a Notice of Defense and Counterclaim. On August 2, 2017, Libra provided their response to the COVID-19 pandemic, and the overall economy, all of which are highly uncertain and cannot be predicted. The outbreak of COVID-19 has already caused significant disruptions to the global financial markets which may impact the Company’s ability to raise additional capital, on acceptable terms or at all. If the financial markets and/or the overall economy are impacted for an extended period, the Company's Notice of Defenseoperating results may be materially and Counterclaim. The arbitration will be governed in accordance with the International Institute for Conflict Preventionadversely affected.

Note 7 – Common and Resolution Rules for Non-Administered Arbitration by a sole arbiter. The parties have appointed an arbiter and discovery is in progress. The arbitration hearing is scheduled in Travis County, Texas for the first quarter of 2018. At this time,Preferred Stock

Private Placement

In November 2019, the Company is unable to estimate the possible loss, if any, associated with this proceeding.

Note 9 — Equity
On March 3, 2017, the Company closed onentered into a definitive securities purchase agreement orwith certain institutional and accredited investors, including Dr. Lon E. Bell, former Chairman of the Private Placement, to sellBoard and Chief Executive Officer, for a private placement of the Company’s common stock and preferred stock together with warrants to purchase common stock for aggregate gross proceeds of $3.5 million and net proceeds of $3.1 million (the “2019 Offering”). The 2019 Offering closed on November 13, 2019. In the 2019 Offering, the Company issued an aggregate of (i) 544,950 shares of common stock. In the Private Placement, eachstock at $2.4763 per share and (ii) pre-funded Series B warrants to purchase 868,443 shares of common stock or preferredthat are immediately exercisable and have no expiration date, at a price of $2.4763 less a nominal exercise price of $0.001 per pre-funded warrant. The Company also issued to the investors Series A warrants to purchase up to an aggregate of 1,766,751 shares of common stock was sold together withat an exercise price of $2.32 per share that are immediately exercisable and will expire five years from the issuance date. As compensation to the placement agent in the 2019 Offering, in addition to a cash fee for its services, the Company also issued to the placement agent a warrant to purchase one share of common stock at a collective price of $2.535. Investors purchased an aggregate of 5,220,826up to 70,670 shares of common stock, andwith an exercise price of $2.9716 per share. The other terms of the placement agent warrant are substantially the same as the investor warrants.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock.

In February 2019, a shareholder converted 708,430 shares of preferred stock together with warrants to purchase 5,929,25670,843 shares of common stock. On December 12, 2019, a shareholder converted 810,000 shares of preferred stock to 81,000 shares of common stock. At September 30, 2020 and December 31, 2019, there was no preferred stock outstanding.

Stock Issuance

In April 2020, the Company issued 26,316 unregistered shares of common stock, in the Private Placement for aggregate gross proceeds of $15 million. Net cash proceeds were $13,657,331 after offering fees and expenses, including the placement agent fee of approximately $1.1 million. The Company expects to utilize net proceeds from the offering for working capital and general corporate purposes.


In February 2017, the Company's Board of Directors authorized Series A Convertible Preferred Stock consisting of 3,000,000 shares. Each share of the preferred stock has a par value of $0.001 and a stated value of $2.535 and is convertiblevalued at


any time $50,000 at the optiontime of the holder into one share of common stock. The holder cannot convert the preferred stockissuance, to the extent its beneficial ownership would exceed 4.99% of the Company's common stock outstanding, subject to adjustmenta third-party vendor as provided in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. The shares have no voting power, no liquidation preference or additional dividend entitlements. In February 2017, an investor exchanged 810,000 shares of common stockcompensation for 810,000 shares of preferred stock. As a result, in the nine months ended September 30, 2017, the Company issued 1,518,430 shares of the Company's Series A Convertible Preferred Stock.

services performed.

Note 10 —8 – Equity Incentive Plan

On

In May 17, 2013, the Company adopted the 2013 Equity Incentive Plan (the(as amended and restated, the “Plan”) and reserved shares of common stock for issuance under the Plan.Plan, which was amended effective June 16, 2020. As a result of the amendment, the number of shares authorized for issuance under the Plan increased by 350,000 shares and the Plan will now terminate on June 16, 2030, unless sooner terminated or extended by the Board. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. At September 30, 2017, 708,9532020, 226,461 shares of common stock were available for issuance under the Plan.

A summary of the Company’s stock option activity and related information is as follows:

  Stock
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Life
(in years)
 
Outstanding at December 31, 2019  169,980  $8.13   9.1 
Granted  149,191  $3.40     
Expired  (5,021) $49.39     
Outstanding at September 30, 2020  314,150  $5.23   8.7 
Exercisable at September 30, 2020  262,203  $5.73   8.6 

During the nine months ended September 30, 2017,2020, the Company granted 83,62552,791 stock options to Board members, 93,400 stock options to executives and 84,1003,000 stock options to employees under the Plan. The estimated fair value of these stock options, calculated using the Black-Scholes option valuation model, was $296,107,$353,072, of which $130,952$326,421 was recognized during the nine months ended September 30, 2017.

2020.


In April 2020, the Board approved a modification of a stock option grant to Dr. Lon E. Bell in connection with his retirement as Chief Executive Officer and President. The modification accelerated the vesting of Dr. Bell’s October 2019 stock option grant with full vesting effective immediately prior to the end of Dr. Bell’s term on the Board in June 2020. During the nine months ended September 30, 2017, 96,000 performance stock units (“PSUs”) were forfeited by an employee as2020, the continued service conditions were not achieved at the timeCompany recognized $79,444 of the employee's termination. The PSUs were initially granted in 2015 and, dueexpense related to this grant subsequent to the forfeiture, the Company reversed $174,804 of stock-based compensation expense in the second quarter of 2017.


During the nine months ended September 30, 2017, 26,743 options to purchase shares of the Company’s common stock were exercised resulting in net proceeds of $11,143.
A summary of the Company’s stock option activity and related information is as follows:
  
Stock
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
(in years)
Outstanding at December 31, 2016 1,385,204
 $6.89
 7.5
Granted 167,725
 $2.99
  
Exercised (26,743) $0.42
  
Forfeited/Expired/Exchanged (125,551) $7.39
  
Outstanding at September 30, 2017 1,400,635
 $6.50
 7.1
Exercisable at September 30, 2017 984,554
 $6.64
 6.8
modification.

At September 30, 2017,2020, there was $1,403,775$76,097 of unrecognized compensation cost related to non-vested equity awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.80.9 years.



Note 11 —9 – Warrants

In connection

Early Warrant Exercise Transaction

On July 31, 2020, the Company entered into letter agreements with certain of the Private Placement, investors receivedCompany’s Series A warrant holders (the “Series A Warrant Holders”), who were previously issued warrants to purchase 5,929,256 shares of common stock. The warrants have an exercise price of $2.41 per share and will expire three years from the date of issuance. The placement agent also received 237,170 warrants(the “Original Warrants”) to purchase shares of common stock of the Company pursuant to a securities purchase agreement with certain institutional and accredited investors dated as part of its placement agent fee.November 7, 2019. The placement agent warrant hasSeries A Warrant Holders agreed to the early exercise of Series A warrants pursuant to the letter agreements (the “Early Warrant Exercise Transaction”). The transaction closed on August 5, 2020. The Company raised net proceeds of $2.5 million in the Early Warrant Exercise Transaction.

Pursuant to the letter agreements and in consideration of the Series A Warrant Holders exercising Series A warrants to purchase an aggregate of 1,176,137 shares of common stock, the Company issued to the Series A Warrant Holders new Series C warrants to purchase up to an aggregate of 705,688 shares of common stock with an exercise price of $2.89$8.90 per share is non-exercisable for 12 months and has a three-year term.an expiration date of August 4, 2025. The warrants contain a provision to protect investors from potential future dilutive events, or a down-round provision. The Company elected to early adopt ASU 2017-11 and will recognize theestimated fair value of the effectSeries C warrants was $3.7 million on the date of issuance and was recognized as a non-cash warrant inducement expense within other expenses in the statement of operations.

To the extent that a Series A Warrant Holder’s exercise of Original Warrants would result in such holder exceeding beneficial ownership of 9.99% of the down round provision, if and/or when triggered.


outstanding common stock of the Company, such excess warrant shares will be held in abeyance for the benefit of such Series A Warrant Holder until such time as its right thereto would not result in the holder exceeding this limitation. The term of the abeyance shall extend no later than May 12, 2025. At September 30, 2020, 803,300 excess warrant shares were held in abeyance.

A summary of the Company’s common stock warrant activity and related information is as follows:

  Warrants (1)  Pre-Funded Warrants 
  Activity  

Weighted

Average

Exercise

Price

  Activity  

Weighted

Average

Exercise

Price

 
Outstanding at December 31, 2019  1,659,763  $10.68   868,443  $0.001 
Granted  705,688  $8.90       
Exercised  (548,771) $2.35   (300,350) $0.001 
Expired  (625,642) $24.44     $ 
Outstanding at September 30, 2020  1,191,038  $6.24   568,093  $0.001 

(1)Excludes 803,300 Series A warrants that are held in abeyance.

Excluding the Early Warrant Exercise Transaction and during the nine months ended September 30, 2020, warrant holders exercised 175,934 warrants and 300,350 pre-funded warrants for proceeds to the Company of $424,431.

At September 30, 2020, all warrants are exercisable, although the warrants held by each of the Company’s four largest beneficial owners may be exercised only to the extent that the total number of shares of common stock then beneficially owned by such shareholder does not exceed 9.99% of the outstanding shares of the Company’s common stock.

12

  Warrants 
Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Life
(in years)
Outstanding at December 31, 2016 1,398,653
 $4.57
 2.5
Granted 6,166,426
 $2.43
  
Forfeited/Expired/Exchanged (84,000) $6.25
  
Outstanding at September 30, 2017 7,481,079
 $2.79
 2.3

Note 10 – Loans

In May 2020, the Company entered into a Loan Agreement and Promissory Note (collectively the “PPP Loan”) with BBVA USA pursuant to the Paycheck Protection Program (the “PPP”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. The Company received total proceeds of $91,407 from the unsecured PPP Loan. The PPP Loan is scheduled to mature on May 4, 2022 and has an interest rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. The PPP Loan may be prepaid by the Company at any time prior to its maturity with no prepayment penalties.

The PPP Loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Subject to certain conditions, the PPP Loan may be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the PPP. The amount of loan proceeds eligible for forgiveness is based on a formula based on a number of factors, including the amount of loan proceeds used by the Company during the 24-week period after the loan origination for certain purposes, including payroll costs, rent payments on certain leases and certain qualified utility payments, provided that, among other things, at least 60% of the loan amount is used for eligible payroll costs, the employer maintaining or rehiring employees and maintaining salaries at certain level. In accordance with the requirements of the CARES Act and the PPP, the Company used the proceeds from the PPP Loan primarily for payroll costs. The Company intends to apply for forgiveness of the PPP Loan during the fourth quarter of 2020. There can be no assurance that the Company will be granted forgiveness of the PPP Loan in whole or in part.

In April 2020, the Company also received a $5,000 advance related to a U.S. Small Business Administration Economic Injury Disaster Loan. The Company expects to repay this advance and has included it within accrued expenses.




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

CONTAINED IN THIS REPORT

This report contains 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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended.amended, or the Exchange Act. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "would," "should," "could," "may" or other similar expressions in this report. In particular, these include statements relating to future actions, prospective products, applications, customers, technologies, future performance or results of anticipated products, expenses, and financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

our history of losses;

our ability to achieve profitability;generate revenue;

our limited operating history;
our ability to successfully market and sell our products;

the size and growth of markets for our current and future products;technology;
our expectations regarding the growth and expansion of our customer base;

regulatory developments that may affect our business;

our ability to successfully develop new technologies, includingparticularly our bi-directional bipolar junction transistor, or B-TRAN™;

our expectations regarding the completiontiming of testingprototype and commercial fabrication of new products under developmentB-TRAN™ devices;

our expectations regarding the performance of our B-TRAN™ and the timingconsistency of the introduction of those new products;that performance with both internal and third-party simulations;

the expected performance of new and existing products, including future products incorporating our B-TRAN™;

the performance of third-party manufacturers who supplyconsultants and manufacture our products;
our expectations of the reliabilityservice providers whom we have and will continue to rely on to assist us in development of our products over the applicable warranty termB-TRAN™ and the future costs associated with warranty claims;related drive circuitry;
our ability to cost effectively manage product life cycles, inclusive of product launches and end of product life situations;
the rate and degree of market acceptance for our current and future products;

the rate and degree of market acceptance for our B-TRAN™;
the time required for third parties to redesign, test and certify their products incorporating our B-TRAN™;

our ability to successfully obtain certification forcommercialize our products, including in new markets, and the timing of the receipt of any necessary certifications;B-TRAN™ technology;

our ability to successfully licensesecure strategic partnerships with semiconductor fabricators and others related to our B-TRAN™ technology;

our ability to obtain, maintain, defend and enforce intellectual property rights protecting our current and future products;technology;
our expectations regarding the decline in prices of battery energy storage systems;

the success of our cost reduction plan;efforts to manage cash spending, particularly prior to the commercialization of our B-TRAN™ technology;

general economic conditions and events and the impact they may have on us and our potential customers;
our ability to obtain adequate financing in the future, aspartners and when we need it;licensees;

our ability to obtain adequate financing in the future, as and when we need it;
our ability to maintain listing of our common stock on the Nasdaq Capital Market;
the impact of the novel coronavirus (COVID-19) on our business, financial condition and results of operations;

our success at managing the risks involved in the foregoing items; and

other factors discussed in this report.report, our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”).


The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report. You should not place undue reliance on these forward-looking statements.


Unless otherwise stated or the context otherwise requires, the terms "Ideal“Ideal Power," "we," "us," "our"” “we,” “us,” “our” and the "Company"“Company” refer to Ideal Power Inc.



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q as well as our audited 20162019 financial statements and related notes included in our Annual Report on Form 10-K.10-K for the year ended December 31, 2019. In addition to historical information, the discussion and analysis here and throughout this Form 10-Q contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited, to those set forth under “Risk Factors” in Part II, Item 1A of this report.

OVERVIEW

Overview

Ideal Power Inc. is located in Austin, Texas. WeUntil April 2018, we were primarily focused on the design, marketmarketing and sellsale of electrical power conversion products using our proprietary technology called Power Packet Switching Architecture™, or PPSA™. PPSA™ is a power conversion technology that improves upon existing power conversion technologies in key product metrics, such as size and weight while providing built-in isolation and bi-directional and multi-port capabilities. PPSA™ utilizes standardized hardware with application specific embedded software. Our products arewere designed to be used in both on-grid and off-grid applications with a focus on solar + storage, microgrid and stand-alone energy storage applications. Our advanced technology is importantThe principal products of the Company were 30-kilowatt power conversion systems, including 2-port and multi-port products.

In April 2018, we realigned into two operating divisions: Power Conversion Systems, to our business and we make significant investments in research and development and protectioncontinue the commercialization of our intellectual property. Our PPSA™ technology, and bi-directionalB-TRAN, to develop our Bi-directional bi-polar junction TRANsistor (B-TRAN™) solid state switch technologies are protected bytechnology.

In January 2019, our Board of Directors approved a patent portfolio of 60 US and 12 foreign issued patents at September 30, 2017.

We sell our products primarily to systems integrators as part of larger turn-key systems which enable end users to manage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy sources and forming their own microgrid. Our products are made by contract manufacturers to our specifications, enabling us to scale production to meet demand on a cost-effective basis without requiring significant expenditures on manufacturing facilities and equipment. As our products establish a foothold in key power conversion markets, we may beginstrategic shift to focus on licensingthe commercialization of our proprietaryB-TRAN™ technology and a plan to suspend further power converter system, or PPSA™-based product designs, development and sales while we located a buyer for our power conversion systems division and PPSA™ technology. In September 2019, we closed on the sale of our power conversion systems division and are now solely focused on the further development and commercialization of our B-TRAN™ technology. Prior to OEMs to reach more marketsthe sale of our PPSA™ business and customers.technology in September 2019, we classified this division as held for sale. We may seek to buildshow this division as a portfolio of relationships that generate license fees and royalties from OEMs for sales of their products which integrate PPSA™.
We were founded on May 17, 2007. discontinued operation in our financial statements.

To date, operations have been funded primarily through the sale of common stock and prior to our initial public offering, the issuance of convertible debt.warrants. Total revenue generated from inception to date as of September 30, 20172020 amounted to $12,939,525$15.1 million with approximately 20%$12.4 million of that revenue coming from government grants.discontinued operations and the remainder from grant revenue for bi-directional power switch development. Grant revenue was $147,787 and $154,302, respectively, for the three and nine months ended September 30, 2020. We maydid not have revenue from continuing operations in the three and nine months ended September 30, 2019. We expect to pursue additional research and development grants, if and when available, to further develop and/or improve our technology.

COVID-19 Impact

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and the rest of the world. The ultimate extent of the impact of COVID-19 on the financial performance of the Company will depend on future developments, including, among other things, the duration and spread of COVID-19, governmental restrictions in response to the COVID-19 pandemic, and the overall economy, all of which are highly uncertain and cannot be predicted. The outbreak of COVID-19 has already caused significant disruptions to the global financial markets which may impact the Company’s ability to raise additional capital, on acceptable terms or at all. If the financial markets and/or the overall economy are impacted for an extended period, the Company's operating results may be materially and adversely affected.


Recent Developments - Early Warrant Exercise Transaction

On August 5, 2020, we closed the Early Warrant Exercise Transaction (as defined below), pursuant to which certain holders of our outstanding Series A warrants exercised warrants to purchase an aggregate of 1,176,137 shares of common stock, and we issued to such holders new Series C warrants to purchase up to an aggregate of 705,688 shares of common stock with an exercise price of $8.90 per share and an expiration date of August 4, 2025. We raised net proceeds of $2.5 million in the Early Warrant Exercise Transaction. See “Liquidity and Capital Resources—Early Warrant Exercise Transaction” below for additional information.

Results of Operations

Comparison of the three months ended September 30, 2020 to the three months ended September 30, 2019

Grant Revenues. Grant revenues for the purposethree months ended September 30, 2020 were $147,787. The grant revenues relate to a $1.2 million subcontract with Diversified Technologies, Inc. (DTI) to supply B-TRAN™ devices as part of developing new products and improving current products. 

Our Technology
PPSA™ uses indirect power flow in which power flows through input switches and is temporarily stored in our proprietary AC link inductor. Our proprietary fast switching algorithms enablea two-year contract awarded to DTI by the transfer of quantum packets of power between ports in our system. As the AC link becomes charged, it disconnects from its input switches, resonates without being connected to either the input or output switches, and then reconnects to its output switches when it reaches the correct voltage and frequencyUnited States Naval Sea Systems Command (NAVSEA) for the application. PPSA™ isdevelopment and demonstration of a B-TRAN™ enabled high efficiency direct current circuit breaker. We expect the grant revenue related to this subcontract to continue over the next two years with a majority of the revenue to be recognized over the first twelve to fifteen months of the subcontract.

Cost of Grant Revenues. Cost of grant revenues for the three months ended September 30, 2020 was $147,787. The cost of grant revenues relates to the subcontract discussed above and are equal to the associated grant revenues resulting in no gross profit.

Research and Development Expenses.   Research and development expenses increased by $243,775, or 97%, to $494,548 in the three months ended September 30, 2020 from $250,773 in the three months ended September 30, 2019. The increase was due to higher stock compensation expense of $127,295, contract labor of $65,688, semiconductor fabrication costs of $41,319 and consulting costs of $26,469, partly offset by lower other B-TRAN™ development spending of $16,996. We expect lower research and development expenses for the fourth quarter of 2020.

General and Administrative Expenses.   General and administrative expenses increased by $206,695, or 44%, to $677,967 in the three months ended September 30, 2020 from $471,272 in the three months ended September 30, 2019. The increase was due to higher bonus expense of $191,841, stock compensation expense of $64,626 and other costs of $5,047, partly offset by lower legal fees of $54,819. We expect lower general and administrative expenses for the fourth quarter of 2020.

Other Expenses.    Other expenses were $3,722,224 for the three months ended September 30, 2020 compared to $2,763 for the three months ended September 30, 2019. The increase in other expenses was due to non-cash warrant inducement expense of $3,720,866 as discussed below under Liquidity and Capital Resources: Early Warrant Exercise Transaction.

Loss from Continuing Operations.  Our loss from continuing operations for the three months ended September 30, 2020 was $4,894,739, or 575% higher than the $724,808 loss from continuing operations for the three months ended September 30, 2019 due to non-cash warrant inducement expense of $3,720,866 and the increases in research and development expenses and general and administrative expenses discussed above.

Loss from Discontinued Operations.   Our loss from discontinued operations for the three months ended September 30, 2019 was $78,796. As we sold our power conversion technology that differentiates itselfsystems division in September 2019, we did not have a loss from traditionaldiscontinued operations for the three months ended September 30, 2020.

Loss on Sale of Discontinued Operations.   Our loss on sale of discontinued operations for the three months ended September 30, 2019 was $9,107.

Net Loss.   Our net loss for the three months ended September 30, 2020 was $4,894,739, or 502% higher, as compared to a net loss of $812,711 for the three months ended September 30, 2019, for the reasons discussed above.

Comparison of the nine months ended September 30, 2020 to the nine months ended September 30, 2019

Grant Revenues. Grant revenues for the nine months ended September 30, 2020 were $154,302. The grant revenues relate to a $1.2 million subcontract with DTI to supply B-TRAN™ devices as part of a two-year contract awarded to DTI by NAVSEA for the development and demonstration of a B-TRAN™ enabled high efficiency direct current circuit breaker. We expect the grant revenue related to the NAVSEA subcontract to continue over the next two years with a majority of the revenue to be recognized over the first twelve to fifteen months of the subcontract.

Cost of Grant Revenues. Cost of grant revenues for the nine months ended September 30, 2020 was $154,302. The cost of grant revenues relates to the subcontract discussed above and are equal to the associated grant revenues resulting in no gross profit. We expect no gross profit under the subcontract with DTI.


Research and Development Expenses.   Research and development expenses increased by $356,796, or 44%, to $1,161,537 in the nine months ended September 30, 2020 from $804,741 in the nine months ended September 30, 2019. The increase was due to higher semiconductor fabrication costs of $136,772, stock compensation expense of $119,414, bonus expense of $79,519 and other B-TRAN™ development spending of $21,091.

General and Administrative Expenses.   General and administrative expenses increased by $253,290, or 17%, to $1,773,615 in the nine months ended September 30, 2020 from $1,520,325 in the nine months ended September 30, 2019. The increase was primarily due to higher bonus expense of $215,522, stock compensation expense of $158,484 and other costs of $14,313 as well as fees incurred in connection with the search for our new chief executive officer of $137,459, partly offset by lower legal fees of $196,269 and facilities costs of $76,219.

Other Expenses.   Other expenses were $3,723,346 for the nine months ended September 30, 2020 compared to $3,072 for the nine months ended September 30, 2019. The increase in other expenses was due to non-cash warrant inducement expense of $3,720,866 as discussed below under Liquidity and Capital Resources: Early Warrant Exercise Transaction.

Loss from Continuing Operations.  Our loss from continuing operations for the nine months ended September 30, 2020 was $6,658,498 or 186% higher than the $2,328,138 loss from continuing operations for the nine months ended September 30, 2019 due to non-cash warrant inducement expense of $3,720,866 and the increase in research and development expenses and general and administrative expenses discussed above.

Loss from Discontinued Operations.   Our loss from discontinued operations for the nine months ended September 30, 2019 was $768,047 and included a $405,000 impairment of assets held for sale. As we sold our power conversion technologysystems division in key product metrics, suchSeptember 2019, we did not have a loss from discontinued operations for the nine months ended September 30, 2020.

Loss on Sale of Discontinued Operations.   Our loss on sale of discontinued operations for the nine months ended September 30, 2019 was $9,107.

Net Loss.   Our net loss for the nine months ended September 30, 2020 was $6,658,498, or 114% higher, as sizecompared to a net loss of $3,105,292 for the nine months ended September 30, 2019, for the reasons discussed above.

Liquidity and weight while providing built-in isolationCapital Resources

We currently generate grant revenue only. We have funded our operations through the sale of common stock and bi-directional and multi-port capabilities. warrants.

At September 30, 2017,2020, we had been granted 36 US patentscash and five foreign patentscash equivalents of $3,769,225 and net working capital of $3,356,205.

Our long-term debt at September 30, 2020 was $91,407. As discussed below, in May 2020, we received a PPP Loan (as defined below) to temporarily subsidize our payroll and facilities costs in a business landscape impacted by the COVID-19 pandemic.

Operating activities in the nine months ended September 30, 2020 resulted in cash outflows of $2,303,639, which were due to the loss from continuing operations for the period of $6,658,498, partly offset by warrant inducement expense of $3,720,866, stock-based compensation of $434,782, depreciation and amortization of $86,368, stock issued for services of $50,000 and patent impairment charges of $18,235 and favorable balance sheet timing of $44,608. Operating activities in the nine months ended September 30, 2019 resulted in cash outflows of $2,433,236, which were due to the loss from continuing operations for the period of $2,328,138 and cash used in operating activities related to PPSA™.

Products
discontinued operations of $557,096 partly offset by non-cash items, including depreciation and amortization and stock-based compensation, of $239,795 and favorable balance sheet timing of $212,203. We currently sell severalexpect flat to modestly higher cash outflows from operating activities for the fourth quarter of 2020. 

Investing activities in the nine months ended September 30, 2020 and 2019 resulted in cash outflows of $48,243 and $78,595, respectively, for the acquisition of intangible assets and fixed assets. The sale of our power conversion systems division resulted in a cash inflow of $23,587 from discontinued operations in the nine months ended September 30, 2019.

Financing activities in the nine months ended September 30, 2020 resulted in cash inflows of $3,063,425 and included net proceeds from the exercise of warrants of $2,972,018 and proceeds from loans of $91,407. For the nine months ended September 30, 2019, financing activities resulted in no cash inflows or PCS, utilizing our patented PPSA™ technology. These products are describedoutflows.

The Company’s independent registered public accounting firm, in its report on the Company’s 2019 financial statements, raised substantial doubt about the Company’s ability to continue as follows:

a going concern. On August 5, 2020 the Company completed the Early Warrant Exercise Transaction raising net proceeds of $2.5 million, thereby alleviating the substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months from the date of issuance of this report.


As our B-TRAN™ technology is in the development stage and has not yet been commercialized, we may be required to obtain additional financing to continue our operations and execute our business plan. We may not be able to obtain such financing on commercially reasonable terms or at all, especially in light of the market volatility and uncertainty as a result of the COVID-19 outbreak. If we are unable to obtain such financing if and when needed, we will be required to reduce operating costs, which could jeopardize future strategic initiatives and business plans, or cease operations. In addition, there can be no assurances that we will be able to successfully commercialize our technology and develop profitable operations.

PPP Loan

On May 4, 2020, we entered into a Loan Agreement and Promissory Note (collectively the “PPP Loan”) with BBVA USA pursuant to the Paycheck Protection Program (the “PPP”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. We received total proceeds of $91,407 from the unsecured PPP Loan. The 30kW SunDial™PPP Loan is scheduled to mature on May 4, 2022 and has an interest rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. The PPP Loan may be prepaid by us at any time prior to its maturity with no prepayment penalties.

The PPP Loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Subject to certain conditions, the PPP Loan may be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the 30kW SunDial™ Plus, which are UL-1741 certifiedPPP. The amount of loan proceeds eligible for forgiveness is based on a formula based on a number of factors, including the amount of loan proceeds used by us during the 24-week period after the loan origination for certain purposes, including payroll costs, rent payments on certain leases, and are intended to becertain qualified utility payments, provided that, among other things, at least 60% of the loan amount is used for eligible payroll costs, the commercialemployer maintaining or rehiring employees and industrial grid-tied solarmaintaining salaries at certain level. In accordance with the requirements of the CARES Act and solar + storage market.the PPP, we used the proceeds from the PPP Loan primarily for payroll costs. We intend to apply for forgiveness of the PPL Loan during the fourth quarter of 2020. It is our expectation that the PPP Loan will be forgiven but no assurance can be given that we will be granted forgiveness of the PPP Loan in whole or in part.

Private Placement 

On November 13, 2019, we closed on a private placement of our common stock and warrants to purchase common stock for aggregate gross proceeds of $3.5 million and net proceeds of $3.1 million. We have been utilizing, and expect to continue to utilize, the net proceeds from this private placement to fund commercialization and development of our B-TRAN™ semiconductor technology and for working capital and general corporate purposes.

Early Warrant Exercise Transaction 

On July 31, 2020, we entered into letter agreements (the “Letter Agreements”) with certain of our Series A warrant holders (the “Series A Warrant Holders”), who were previously issued warrants (the “Original Warrants”) to purchase shares of our common stock pursuant to that certain securities purchase agreement between us and the other parties thereto, dated as of November 7, 2019. The SunDial™ is a photovoltaic (PV) string inverterSeries A Warrant Holders agreed to the early exercise of their Original Warrants pursuant to the Letter Agreements (the “Early Warrant Exercise Transaction”). The transaction closed on August 5, 2020. We raised net proceeds of $2.5 million in the Early Warrant Exercise Transaction. We intend to utilize the net proceeds from the Early Warrant Exercise Transaction to fund commercialization and development of our B-TRAN™ semiconductor technology and general corporate and working capital purposes.

Pursuant to the Letter Agreements, in consideration of the Series A Warrant Holders exercising Original Warrants to purchase an aggregate of 1,176,137 shares of common stock, we issued to the Series A Warrant Holders new Series C warrants (the “New Warrants”) to purchase up to an aggregate of 705,688 shares of common stock, which is field upgradable throughequal to 60% of the additionshares underlying the Original Warrants included in the Transaction. The New Warrants have an exercise price of $8.90 per share and an expiration date of August 4, 2025. The estimated fair value of the New Warrants was $3.7 million on the date of issuance and was recognized as a non-cash warrant inducement expense within other expenses in our statement of operations.

Critical Accounting Policies

Revenue Recognition

We recognize revenue and related cost of revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers (ASC 606) and, as applicable, with the guidance issued by the FASB in June 2018 for the recipients of grants.


Currently, we recognize grant revenue and cost of grant revenue only. Government contracts, including grants, are agreements that generally provide us with cost reimbursement for certain types of development activities over a contractually defined period. Grant revenue is recognized in the period during which we incur the related costs, provided that we have incurred the cost in accordance with the specifications and work plans determined between us and the government entity.

For the nine months ended September 30, 2020, we recognized $154,302 of grant revenue and cost of grant revenue. The grant revenue relates to a $1.2 million subcontract with Diversified Technologies, Inc. (DTI), signed in June 2020, to supply B-TRAN™ devices as part of a drop-in second DC porttwo-year contract awarded to connect batteries to a solar PV array. The SunDial™ Plus includes the PV inverter and the second DC battery port in one package. The products operate in both 50Hz and 60Hz environments and include a built-in 6 string PV combiner and DC disconnects and are grid-tied, AC export only.




The 30kW Stabiliti™ series has two product offerings, two-port (AC-DC) and multi-port (AC-DC-DC) models, which are both UL-1741 certified. These products are intended to be used in the stand-alone storage and microgrid markets, including the solar + storage market. They are bi-directional and operate in both grid-tied and grid-forming modes with near seamless transfer between operating modes. Grid-forming mode provides customers the ability to form and manage a microgrid. The products operate in both 50Hz and 60Hz environments.

Future Innovations
Bi-Directional Switches
Our existing products incorporate multiple insulated gate bipolar transistors, or IGBTs, which are power switches used in the process to convert power from one current form to another. IGBTs switch power in only one direction (DC to AC or AC to DC) and require the use of a blocking diode to prevent power from flowing back through the system. To enable our existing products to perform bi-directional power conversion, for each IGBT and diode used in our products, we must include a second IGBT and diode. These additional components have slight voltage drops that affect the electrical efficiency of our products and generate excess heat that must be dissipated. We have patented and are developing a new, highly efficient silicon switch called a bi-directional bipolar transistor, or B-TRAN™, that we believe will allow us to substitute one B-TRAN™ for two pairs of IGBTs and diodes used in our current products and is also a potential replacement for conventional power switches in certain segments of the broader power semiconductor market.

Based on third party device software simulations, we believe that the B-TRAN™ may significantly improve electrical efficiency in our power converters and that higher efficiency would substantially reduce the heat generatedDTI by the operation of our products. As a result, products incorporating our B-TRAN™ would require less space for heat dissipation which would allow us to increase power density, or power per pound, and reduce material costs.

In 2016, one of our semiconductor fabricators successfully tested single-sided B-TRAN™ silicon dies and the results were consistent with third party simulations that predict significant performance and efficiency improvements over conventional power switches such as SCRs, IGBTs and MOSFETs. Our current focus has shifted to de-risking the proof of concept phase of the B-TRAN development timeline, as this phase of development is taking longer than anticipated due to the complexity of manufacturing complicated, two-sided power semiconductor devices. To facilitate this, we have now engaged a second semiconductor fabricator, on a parallel path, to produce a simplified, easier to manufacture B-TRAN™ on an accelerated schedule for proof of concept and initial testing. The testing is intended to show key qualities of the B-TRAN™ over IGBTs including reduced losses, both switching and conduction losses, and increased speed. The next major milestone towards commercialization will be to complete, package and test prototype B-TRAN™ devices. We are currently working with two packaging houses to develop the necessary device packaging in advance of having manufactured, two-sided B-TRAN™ prototypes. We expect packaging from at least one of the packaging houses to be complete this year. The results of the testing and characterization of these prototype B-TRAN™ devices will be utilized to guide our further development and optimization efforts including potential changes in how the devices are manufactured or driven in an actual circuit.

We plan to first utilize the B-TRAN™ in our own power conversion products and then introduce it into the rapidly growing power semiconductor market, estimated to be $19 billion in 2017 according to research firm IHS Technology, or IHS, utilizing a licensing model. We believe our new B-TRAN™ technology may potentially address a significant portion of the power semiconductor market that currently relies on power semiconductor devices such as IGBTs. Potential addressable markets for B-TRAN™-based products include very low loss solid-state DC and AC contactors, electric vehicle drivetrains, variable frequency drives, solar PV inverters, bi-directional energy storage and microgrid power conversion systems, matrix converters and other power conversion products. At September 30, 2017, we had 24 US and seven foreign issued patents covering the operation, control and manufacturing of the B-TRAN™ device.

Business Strategy

Our business strategy is to promote and expand the uses of PPSA™ initially through product development and product sales. To bring our products to market, we will seek out best-in-class partners who will distribute, white-label or integrate our innovative products into higher value systems resulting in multiple strategic sales channels for our PPSA™-based products and product designs. Although our primary market is the United States we expect to begin targeting markets outsideNaval Sea Systems Command (NAVSEA) for the United Statesdevelopment and demonstration of a B-TRAN™ enabled high efficiency direct current circuit breaker. We account for this subcontract as early as 2018. As our products gain broader acceptancean exchange transaction under applicable guidance. No grant revenue was recognized in the power conversion market, we intend to licensenine months ended September 30, 2019. Unbilled grant receivables were $28,623 at September 30, 2020 and were included in accounts receivable, net on our proprietary PPSA™-based product designs to OEMs within our target markets, as well as license our technologies for other markets which we do not plan to enter directly. The basis for this approach is the belief that OEMs may achieve higher product margins and gain more market share by providing PPSA™-based products, which are differentiated from the traditional


product offerings in the industry, to their customers. We believe such strategic relationships with key OEM licensees would enable us to reap the benefits of PPSA™ and gain market share more quickly than by strictly manufacturing and distributing our products.
Target Markets
Currently, our primary markets are solar + storage and, to a lesser extent, microgrids. We also intend to be opportunistic with regards to the stand-alone storage market. Until recently, our primary market was the stand-alone storage market but we have shifted our strategic focus to solar + storage as that market leverages the mature and global solar market and the stand-alone storage market has been slow to develop.

Solar + Storage and Microgrid Markets
Solar PV has one of the lowest levelized costs of energy for new electrical generation capacity and we expect this to remain true in the near term. We expect distributed PV to continue to be a high growth business as system costs have fallen dramatically over the past several years. As such, the economics of generating PV for local consumption is expected to remain strong for several more years, especially given the investment tax credit, or ITC, extension passed by Congress and signed into law in 2015 for solar energy production. Our SunDial™ products were launched to directly address this market.

One shortcoming of distributed, behind-the-meter PV systems is that they require connection to the utility power grid in order to operate. For example, a business with PV on its roof will not, in most cases, benefit from the ability to generate power should the utility power grid go down. Another shortcoming of distributed PV systems is the instability they cause on the local power lines. Utility power grids were not designed to manage power inflow from the end of the lines. As such, distributed generation sources can lead to wide swings in line voltages when clouds pass and power output falls off, requiring the utility to ramp up its central power stations to make up for the shortfall in solar. We believe the proliferation of PV, its intermittency and the elimination of net metering in many states may drive growth in the solar + storage market.

Whether for emergency backup power or for baseload generation in remote locations with weak or no electric grids, microgrids are an emerging business case for solar paired with storage. A distributed PV system connected to a BESS that includes one of our Stabiliti™ multi-port PCS may enable a business to benefit from the ability to form and manage a local microgrid powered by the PV system and BESS even when the utility power grid is down. This capability is attractive to electricity consumers who need to power critical loads even in a blackout. Our Stabiliti™ PCS are also equipped to meet evolving utility requirements for low voltage ride-through and other key operating parameters, which may enable the PV and BESS it connects to the grid to help stabilize the utility power grid when voltage or frequency fluctuates due to imbalances in load and supply. In remote locations where there is no reliable electric grid or a dependence on diesel generators, which may be as diverse as a military battlefield or remote tropical island resort, or in locations where local electric rates are high due to aging and inefficient generation technology, a trend towards self-generation microgrids is developing. These sites can use solar, batteries and other forms of generation all brought together by one or more of our Stabiliti™ PCS to form and manage a microgrid using maximum solar generation for lowest cost. As such, we believe our products may become increasingly attractive to co-locate BESS with distributed PV.
According to their research, IHS believes that systems will be deployed in two principal configurations. The present configuration is to have separate BESS and PV systems tied together through the AC wiring, which is supported by all of our current products. A second, emerging configuration will be to place the BESS and the PV system behind a single PCS with two DC inputs. Our Stabiliti™ and SunDial™ Plus were designed specifically to enable this configuration which we believe is the lower cost and more efficient configuration. A key unique feature of the SunDial™’s patented technology is its ability to be deployed first as a standard commercial PV inverter and later be upgraded in the field to bring storage into the PV system using the same inverter. We believe this is the only product in the market today to have this unique field-upgrade capability for pairing solar with storage in one inverter.
According to IHS, the global commercial PV industry is projected to grow to over 33GW annually by 2020. IHS further forecasts that these commercial systems will have a 2% storage attachment rate by 2020, providing for a nearly 700MW annual commercial solar + storage market. These new solar + storage markets include providing backup power during blackouts, improving grid stability in high penetration PV areas and reducing fossil fuel consumption in remote and off-grid microgrids.

Stand-Alone Storage Market

The stand-alone storage market is served by battery energy storage systems, or BESS. BESS are racks of batteries coupled with a system controller and a power conversion system, such as those manufactured by us, to enable electric power to be


captured, stored, and used in conjunction with electric power grids. These systems can be large, megawatt-scale systems operated by utilities to better manage their system resources, or smaller kilowatt-scale systems used by businesses and designed to enable these businesses to manage their power use and mitigate utility imposed time-of-use and/or "peak demand charges", which are charges utilities levy on their business customers for delivery of power at peak usage times of the day, such as mid-afternoons in the summer. The growth of peak demand charges has been substantial over the past decade and now can make up 50% or more of a commercial utility bill in certain markets. This is a trend that may continue as more intermittent resources are added to the utility power grid causing grid instability. Utilities and aggregators of distributed generation resources are also expected to adopt BESS due to the proliferation of renewables and to take advantage of additional value streams such as energy arbitrage, frequency regulation and ancillary services, infrastructure upgrade deferral and locational capacity.
There are strong economic incentives available to commercial and industrial consumers in major US markets such as California and New York in the form of reduced time-of-use and/or demand charges for installing a BESS and managing when power is drawn from the grid or reducing peak consumption. There is also strong regulatory support for such systems. For example, California has issued a mandate for over 1,800 megawatts of new energy storage to be installed by 2020. Although we believe the economic incentives and regulatory support are expected to accelerate growth in this market over coming years, to date the slow pace of realization of these economic incentives has actually hindered market growth.
We expect the cost of commercial and industrial BESS to continue to decline due primarily to lower battery costs and, as a result, expect significant expansion in the addressable market for these systems. We also believe the combination of lower BESS costs, third-party financing, increases in utility demand charges, and the entrance of large, established companies to the BESS space may contribute to accelerating market growth for the nascent stand-alone storage market.
Other Markets
Although our technology may be suitable for other vertical markets within the global power conversion market landscape, we do not currently offer products for sale directly to other power conversion markets such as the VFD, uninterruptible power supply, rail, wind or electric vehicle traction drive markets.
In addition to the markets discussed above, we may also have opportunities for market expansion into fast electric vehicle chargers in certain applications where our products’ compact size and multi-port capabilities can unlock value for the system integrator particularly in locations where battery storage is coupled with the charging system to eliminate demand charges or expand the charging systems response capabilities.
We plan to continue to monitor all power conversion markets for opportunities to create solutions for customers and unlock the broader value of our patented technology.

Critical Accounting Policies
balance sheet.

There have been no other significant changes during the nine months ended September 30, 20172020 to the critical accounting policies disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Trends, Events and Uncertainties
The early market for stand-alone storage has been, and continues to be, heavily dependent on California’s Self Generation Incentive Program, or SGIP. The pace and deployment2019.

Off-Balance Sheet Transactions

As of the SGIP has been slow and, despite in excess of 800 projects being submitted in the first two program stages in 2016 and the first quarter of 2017, few projects have reached the reservation stage where funding has been approved for the specific projects.


Historically, most of our backlog has related to orders for the stand-alone storage market and this backlog has not translated into revenue at the pace we have expected due to the stagnation in stand-alone storage deployments in California. There is significant uncertainty around the pace and timing of growth in this market and the customer representing a majority of our backlog in 2015 and 2016 exited the system integration business for commercial and industrial stand-alone storage. This customer exit has had a material adverse impact on our backlog and we are currently evaluating whether we have any recourse against this customer for unfulfilled orders.

In addition, funding has been difficult to secure for many system integration companies in the stand-alone storage market. We are monitoring the financial health and payment history of our customers but a bankruptcy or market exit by any one or more of our customers could further materially and adversely impact our backlog and revenue in this market.



To address the uncertainty surrounding the stand-alone storage market, we have transitioned our focus to the solar + storage market. This market leverages the far larger, and more mature, global solar market and we believe our products solve key customer problems in this market such as demand management, backup power and critical load support that solar only solutions are not capable of addressing. In the next several quarters we expect our revenue growth to be driven by growth in the solar + storage market and, to a lesser extent, the microgrid market.

Other than as discussed above and elsewhere in this report, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition.

Results of Operations
Comparison of the three months ended September 30, 2017 to the three months ended September 30, 2016
Revenues.   Revenues for the three months ended September 30, 2017 of $444,640 were $5,370, or 1%, higher than the $439,2702020, we earned in revenues for the three months ended September 30, 2016.
Cost of Revenues.   Cost of revenues decreased for the three months ended September 30, 2017 to $418,529 compared to $737,937 for the three months ended September 30, 2016. The decrease was primarily due to a charge of $328,537 associated with excess and obsolete ("E&O") inventory in connection with the end-of-life of our IBC-30 battery converter in the three months ended September 30, 2016. We have completed the transition from our legacy products, including both our first and second generation products, to our third generation SunDial™ and Stabiliti™ products.
Gross Profit (Loss).   Gross profit for the three months ended September 30, 2017 was $26,111 compared to a gross loss of $298,667 for the three months ended September 30, 2016.
Research and Development Expenses.   Research and development expenses decreased by $155,175, or 13%, to $1,075,849 in the three months ended September 30, 2017 from $1,231,024 in the three months ended September 30, 2016. The decrease was due primarily to lower personnel costs. For the balance of the year, our PPSA™ research and development efforts will be focused on our SunDial™ and Stabiliti™ products including firmware development for, and certification to, the new UL-1741SA standard, and a more efficient version of our SunDial™ and Stabiliti™ products with an improved form factor.
General and Administrative Expenses.   General and administrative expenses decreased by $7,453, or 1%, to $899,882 in the three months ended September 30, 2017 from $907,335 in the three months ended September 30, 2016.
Sales and Marketing Expenses.   Sales and marketing expenses decreased by $224,950, or 45%, to $271,844 in the three months ended September 30, 2017 from $496,794 in the three months ended September 30, 2016. The decease was primarily due to lower bad debt expense of $117,070 due partly to a bad debt recovery in the three months ended September 30, 2017, stock-based compensation costs of $37,794 and personnel costs of $25,996 as well as lower placement, consulting and trade show costs.
Loss from Operations.   Our loss from operations for the three months ended September 30, 2017 was $2,221,464 compared to $2,933,820 loss from operations for the three months ended September 30, 2016.
Interest Income, net.    Net interest income was $3,865 for the three months ended September 30, 2017 compared to $11,554 for the three months ended September 30, 2016.
Net Loss.   Our net loss for the three months ended September 30, 2017 was $2,217,599 as compared to a net loss of $2,922,266 for the three months ended September 30, 2016. The decrease was attributable to the E&O charge associated with our legacy products in the three months ended September 30, 2016 and our reduced operating expenses due partly to the cost reduction activities implemented in the second quarter of 2017.

Comparison of the nine months ended September 30, 2017 to the nine months ended September 30, 2016
Revenues.   Revenues for the nine months ended September 30, 2017 of $973,680 were $284,350, or 23%, lower than the $1,258,030 we earned in revenues for the nine months ended September 30, 2016. The decrease was the result of lower sales into our initial target market of stand-alone storage. We have shifted our focus primarily to solar + storage as we believe this market is beginning to transact and meaningful revenue growth is achievable for us in this market in the short term.


Cost of Revenues.   Cost of revenues increased by $362,440, or 24%, to $1,894,068 for the nine months ended September 30, 2017 compared to $1,531,628 for the nine months ended September 30, 2016. The increase was due to higher E&O charges of $361,150 and adjustments to the Company's warranty accrual of $77,010, both related to legacy products, partially offset by lower sales volumes.
Gross Loss.   Gross loss for the nine months ended September 30, 2017 was $920,388 compared to a gross loss of $273,598 for the nine months ended September 30, 2016.
Research and Development Expenses.   Research and development expenses decreased by $539,802, or 14%, to $3,374,386 in the nine months ended September 30, 2017 from $3,914,188 in the nine months ended September 30, 2016. The decrease was due primarily to lower costs associated with bi-directional power switch development.
General and Administrative Expenses.   General and administrative expenses increased by $266,935, or 10%, to $2,976,260 in the nine months ended September 30, 2017 from $2,709,325 in the nine months ended September 30, 2016. The increase was primarily due to higher non-cash patent impairments of $197,680, as we abandoned certain patent filings to focus on filings with the highest strategic value, and higher legal and consulting costs.
Sales and Marketing Expenses.   Sales and marketing expenses decreased by $81,044, or 6%, to $1,240,713 in the nine months ended September 30, 2017 from $1,321,757 in the nine months ended September 30, 2016. The decrease was due primarily to lower stock-based compensation costs of $284,011, due to forfeitures, offset by higher bad debt expense of $141,183 and consulting costs of $51,301. We have seen an increase in both our bad debt expense and days sales outstanding as many companies, including certain of our customers, are having difficulty securing financing or generating sufficient working capital due to the lack of growth in the stand-alone storage market.
Loss from Operations.   Our loss from operations for the nine months ended September 30, 2017 was $8,511,747 compared to a $8,218,868 loss from operations for the nine months ended September 30, 2016.
Interest Income, net.    Net interest income was $15,440 for the nine months ended September 30, 2017 compared to $26,778 for the nine months ended September 30, 2016.
Net Loss.   Our net loss for the nine months ended September 30, 2017 was $8,496,307 as compared to a net loss of $8,192,090 for the nine months ended September 30, 2016. The increase was attributable to higher non-cash charges associated with inventory write-downs, patent impairments and bad debt expense.

Liquidity and Capital Resources
We do not currently generate enough revenue to sustain our operations. We have funded our operations through the sale of common stock and, prior to our initial public offering, the issuance of convertible debt.
At September 30, 2017, we had cash and cash equivalents of $11,681,887. Our net working capital and long-term debt at September 30, 2017 were $11,029,978 and $0, respectively.
Operating activities in the nine months ended September 30, 2017 resulted in cash outflows of $5,924,245, which were due primarily to the net loss for the period of $8,496,307, partly offset by non-cash items of $2,425,141, related primarily to stock-based compensation of $833,637, inventory write-downs of $703,220, depreciation and amortization of $339,493, patent impairments of $268,789 and bad debt expense of $226,557. Operating activities in the nine months ended September 30, 2016 resulted in cash outflows of $7,616,314, which were due primarily to the net loss for the period of $8,192,090 and negative working capital changes of $1,085,926, partly offset by non-cash items of $1,661,702, related primarily to stock-based compensation of $1,135,008 and depreciation and amortization of $290,474. Negative working capital changes included a $520,730, or 99%, increase in finished goods inventory due to lower than expected product sales in the nine months ended September 30, 2016.
Investing activities in the nine months ended September 30, 2017 and 2016 resulted in cash outflows of $265,684 and $628,070, respectively, for the acquisition of fixed assets and intangible assets.
In the second quarter of 2017, we implemented a cost reduction plan with the goal of reducing our cash outflows for operating and investing activities. This plan included the simplification of our product roadmap for the balance of 2017 to focus on our 30kW SunDial™ and Stabiliti™ products for the solar + storage and microgrid markets and elimination of activities that did not present significant near-term revenue opportunities. In addition, we discontinued our legacy products, including our


125kW product, and postponed our development and certification efforts related to international markets and electric vehicle fast charging. These changes have resulted and we believe will continue to result in a reduced cash burn in advance of our expected revenue growth.

Financing activities in the nine months ended September 30, 2017 resulted in cash inflows of $13,666,900 related primarily to our Private Placement net proceeds of $13,657,331. In the Private Placement, each share of common stock or preferred stock was sold together with a warrant to purchase one share of common stock at a collective price of $2.535. Investors purchased an aggregate of 5,220,826 shares of common stock and 708,430 shares of preferred stock together with warrants to purchase 5,929,256 shares of common stock in the Private Placement for aggregate gross proceeds of $15.0 million. Net cash proceeds are $13.7 million after offering fees and expenses, including the placement agent fee of $1.1 million. Other financing activities in the nine months ended September 30, 2017 and 2016 resulted in cash inflows of $9,569 and $35,536, respectively, relating primarily to the exercise of stock options and warrants.

On December 1, 2014, we filed a Form S-3 shelf registration statement with the Securities and Exchange Commission. The registration statement allows us to offer up to an aggregate $75 million of common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination thereof and provides us with the flexibility over three years to potentially raise additional equity in public or private offerings on commercial terms. At September 30, 2017, our availability under this registration statement is $58 million.

Off-Balance Sheet Transactions
We do not have any off-balance sheet transactions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a smaller reporting company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the Company’s reports that it files or submits under the Securities Exchange Act of 1934, as amended,is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to the issuer’s management, including itsthe principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management,The Company conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of ourits Chief Executive Officer (principal executive officer) and ourits Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2020 and has concluded that, as of September 30, 2017, our2020, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no other material changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 20172020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any system of controls must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II - OTHERII-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 17, 2017,

We may be subject to litigation from time to time in the Company provided Libra Industries, Inc. (Libra), its prior contract manufacturer, noticeordinary course of business. We are not currently party to any legal proceedings that it was in breach of the Master Supply Agreement (MSA) between the parties. On May 19, 2017, the Company received notice from Libra that the Company was allegedly in breach of the MSA. On June 23, 2017, the Company receivedwe believe would reasonably have a Notice of Arbitration from Libra alleging claims against the Companymaterial adverse impact on our business, financial results and demanding recovery for alleged damages. On July 13, 2017, the Company responded to Libra with a Notice of Defense and Counterclaim. On August 2, 2017, Libra provided their response to the Company's Notice of Defense and Counterclaim. The arbitration will be governed in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by a sole arbiter. The parties have appointed an arbiter and discovery is in progress. The arbitration hearing is scheduled in Travis County, Texas for the first quarter of 2018. At this time, the Company is unable to estimate the possible loss, if any, associated with this proceeding.

cash flows.

ITEM 1A. RISK FACTORS


There are no material changes from the risk factors disclosed in our 20162019 Annual Report on Form 10-K except as noted below.


A material part of our success depends on our ability to manage our suppliers and contract manufacturers. Our failure to manage our suppliers and contract manufacturers could materially and adversely affect our results of operations and relations with our customers.

We rely upon suppliers to provide the components necessary to build our products and on contract manufacturers to procure components and assemble our products. There can be no assurance that key suppliers and contract manufacturers will provide components or products in a timely and cost-efficient manner, provide quality components or manufacturing and assembly services or otherwise meet our needs and expectations. Our ability to manage such relationships and timely replace suppliers and contract manufacturers, if necessary, is critical to our success. Our failure to timely replace our contract manufacturers and suppliers, should that become necessary, could materially and adversely affect our results of operations and relations with our customers.

We are currently in arbitration with our former contract manufacturer due, in part, to workmanship quality issues we have identified in the assembly of our legacy products by this contract manufacturer. The failure of our contract manufacturers to provide quality manufacturing and assembly services, as well as the resources that may be required to address any such issues on products shipped to customers with any such quality issues, could materially and adversely affect our reputation, results of operations and relations with our customers.

We are highly dependent on the services of key members of our management team. Our inability to retain these individuals could impede our business plan and growth strategies, which could have a negative impact on our business and the value of your investment.

Our ability to implement our business plan depends, to a critical extent, on the continued efforts and services of key members of our management team. If we lose the services of any of these persons during this important time in our development, the loss may result in a delay in the implementation of our business plan and plan of operations. We can give no assurance that we could find satisfactory replacements for these individuals on terms that would not be unduly expensive or burdensome to us. We do not currently carry a key-man life insurance policy that would assist us in recouping our costs in the event of the death or disability of any of these persons.

Backlog may not result in revenue.

We define backlog as consisting of accepted orders from customers for which an expected product delivery schedule has been specified. The purchase orders comprising backlog are not cancelable in most cases and such orders generally do not provide price protection. Nevertheless, deliveries against received purchase orders may be rescheduled within negotiated parameters or canceled in certain limited instances and our backlog may, therefore, not be indicative of revenues in any given period. Our backlog is highly concentrated with a limited number of customers. If any of these customers exited the energy storage market, particularly if their purchase orders with us are subject to cancellation provisions, or declared bankruptcy, our backlog would be materially adversely impacted.



In particular, there is significant uncertainty around the pace and timing of growth in the stand-alone storage market and the customer representing a majority of our backlog in 2015 and 2016 exited the system integration business for commercial and industrial stand-alone storage. This customer exit has had a material adverse impact on our backlog and we are currently evaluating whether we have any recourse against this customer for unfulfilled orders.

10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


On March 3, 2017, we closed on a definitive securities purchase agreement to sell to certain accredited investors our common stock and preferred stock together with warrants to purchase shares of common stock, or the Private Placement. In the Private Placement, each share of common stock or preferred stock was sold together with a warrant to purchase one share of common stock at a collective price of $2.535. Investors purchased an aggregate of 5,220,826 shares of common stock and 708,430 shares of preferred stock together with warrants to purchase 5,929,256 shares of common stock in the Private Placement for aggregate gross proceeds of $15.0 million. The warrants have an exercise price of $2.41 per share and will expire three years from the date of issuance. We filed a Registration Statement on Form S-3 covering the resale of the registrable securities on March 31, 2017 with the Commission which was declared effective on April 21, 2017.
Net cash proceeds were $13.7 million after offering fees and expenses, including the placement agent fee of $1.1 million. The placement agent also received 237,170 warrants to purchase shares of common stock as part of its placement agent fee. The placement agent warrant has an exercise price of $2.89 per share, is non-exercisable for 12 months and has a three-year term. We expect to utilize net proceeds from the offering for working capital and general corporate purposes.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


Not applicable.



ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

20

Not applicable.

ITEM 6. EXHIBITS


Exhibit

Number
 Document
4.1 Form of Series C Common Stock Purchase Warrant(1)
10.1*†10.1 
31.1 
31.1
31.2 
31.2
32.1 
32.1
   
101.INS101.INS* XBRL Instant Document *
101.SCH101.SCH* XBRL Taxonomy Extension Schema Document *
101.CAL101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF101.DEF* XBRL Taxonomy Extension Definition Linkbase Document *
10.LAB10.LAB* XBRL Taxonomy Extension Label Linkbase Document *
101.PRE101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document *

*Filed herewith
**Furnished herewith
Management contract or compensatory agreement
(1)Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2020.
(2)Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2020.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, has duly, caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated November 9, 201713, 2020IDEAL POWER INC.
  
 By:/s/ R. Daniel Brdar
  R. Daniel Brdar
  Chief Executive Officer
   
 By:/s/ Timothy W. Burns
  Timothy W. Burns
  Chief Financial Officer


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