SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | ||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
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 | ||
14-1999058 | ||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 per share | IPWR | The 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 ý xNo ¨
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 | Smaller reporting company x | |
Emerging growth company |
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,May 12, 2021, the issuer had 13,996,1215,872,046 shares of common stock, par value $.001, outstanding.
TABLE OF CONTENTS
I - FINANCIALI-FINANCIAL INFORMATION
IDEAL POWER INC.
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 |
March 31, 2021 | December 31, 2020 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 26,789,017 | $ | 3,157,256 | ||||
Accounts receivable, net | 125,887 | 170,287 | ||||||
Prepayments and other current assets | 172,913 | 118,883 | ||||||
Total current assets | 27,087,817 | 3,446,426 | ||||||
Property and equipment, net | 32,770 | 37,125 | ||||||
Intangible assets, net | 2,001,417 | 1,568,903 | ||||||
Right of use asset | 32,215 | 79,719 | ||||||
Other assets | 11,189 | – | ||||||
Total assets | $ | 29,165,408 | $ | 5,132,173 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 107,290 | $ | 101,984 | ||||
Accrued expenses | 448,029 | 475,487 | ||||||
Current portion of lease liability | 33,149 | 82,055 | ||||||
Total current liabilities | 588,468 | 659,526 | ||||||
Long-term debt | 91,407 | 91,407 | ||||||
Other long-term liabilities | 944,026 | 552,031 | ||||||
Total liabilities | 1,623,901 | 1,302,964 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,873,367 shares issued and 5,872,046 shares outstanding at March 31, 2021 and 3,265,740 shares issued and 3,264,419 shares outstanding at December 31, 2020 | 5,873 | 3,266 | ||||||
Additional paid-in capital | 103,608,805 | 78,974,964 | ||||||
Treasury stock, at cost, 1,321 shares at March 31, 2021 and December 31, 2020 | (13,210 | ) | (13,210 | ) | ||||
Accumulated deficit | (76,059,961 | ) | (75,135,811 | ) | ||||
Total stockholders’ equity | 27,541,507 | 3,829,209 | ||||||
Total liabilities and stockholders’ equity | $ | 29,165,408 | $ | 5,132,173 |
The accompanying notes are an integral part of these condensed financial statements.
IDEAL POWER INC.
(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 March 31, | ||||||||
2021 | 2020 | |||||||
Grant revenue | $ | 242,061 | $ | – | ||||
Cost of grant revenue | 242,061 | – | ||||||
Gross profit | – | – | ||||||
Operating expenses: | ||||||||
Research and development | 260,880 | 350,664 | ||||||
General and administrative | 600,686 | 579,770 | ||||||
Sales and marketing | 62,578 | – | ||||||
Total operating expenses | 924,144 | 930,434 | ||||||
Loss from operations | (924,144 | ) | (930,434 | ) | ||||
Interest expense, net | 6 | 67 | ||||||
Net loss | $ | (924,150 | ) | $ | (930,501 | ) | ||
Net loss per share – basic and fully diluted | $ | (0.17 | ) | $ | (0.31 | ) | ||
Weighted average number of shares outstanding – basic and fully diluted | 5,344,025 | 2,968,394 |
The accompanying notes are an integral part of these condensed financial statements.
IDEAL POWER INC.
(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 |
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (924,150 | ) | $ | (930,501 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 29,515 | 28,113 | ||||||
Write-off of capitalized patents | – | 17,344 | ||||||
Stock-based compensation | 61,933 | 116,497 | ||||||
Stock issued for services | 68,680 | – | ||||||
Decrease (increase) in operating assets: | ||||||||
Accounts receivable | 44,400 | – | ||||||
Prepaid expenses and other assets | (17,715 | ) | (5,754 | ) | ||||
Increase (decrease) in operating liabilities: | ||||||||
Accounts payable | 5,306 | (44,036 | ) | |||||
Accrued expenses | (111,306 | ) | 4,710 | |||||
Net cash used in operating activities | (843,337 | ) | (813,627 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | (1,462 | ) | (10,678 | ) | ||||
Acquisition of intangible assets | (29,275 | ) | (13,385 | ) | ||||
Net cash used in investing activities | (30,737 | ) | (24,063 | ) | ||||
Cash flows from financing activities: | ||||||||
Net proceeds from issuance of common stock | 21,204,609 | – | ||||||
Exercise of options and warrants | 3,301,226 | – | ||||||
Net cash provided by financing activities | 24,505,835 | – | ||||||
Net increase (decrease) in cash and cash equivalents | 23,631,761 | (837,690 | ) | |||||
Cash and cash equivalents at beginning of period | 3,157,256 | 3,057,682 | ||||||
Cash and cash equivalents at end of period | $ | 26,789,017 | $ | 2,219,992 |
The accompanying notes are an integral part of these condensed financial statements.
IDEAL POWER INC.
Statement of Stockholders’ Equity
For the Three Months Ended March 31, 2021 and 2020
(unaudited)
Common Stock | Additional Paid-In | Treasury Stock | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||
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 | ||||||||||||||
Balances at December 31, 2020 | 3,265,740 | $ | 3,266 | $ | 78,974,964 | 1,321 | $ | (13,210 | ) | $ | (75,135,811 | ) | $ | 3,829,209 | ||||||||||||||
Issuance of shares of common stock in public offering | 1,352,975 | 1,353 | 21,203,256 | — | — | — | 21,204,609 | |||||||||||||||||||||
Exercise of options and warrants | 1,250,652 | 1,250 | 3,299,976 | — | — | — | 3,301,226 | |||||||||||||||||||||
Stock issued for services | 4,000 | 4 | 68,676 | — | — | — | 68,680 | |||||||||||||||||||||
Stock-based compensation | — | — | 61,933 | — | — | — | 61,933 | |||||||||||||||||||||
Net loss for the three months ended March 31, 2021 | — | — | — | — | — | (924,150 | ) | (924,150 | ) | |||||||||||||||||||
Balances at March 31, 2021 | 5,873,367 | $ | 5,873 | $ | 103,608,805 | 1,321 | $ | (13,210 | ) | $ | (76,059,961 | ) | $ | 27,541,507 |
The accompanying notes are an integral part of these financial statements.
Ideal Power Inc.
(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 develops power conversion solutions with a focus on solar + storage, microgrid and stand-alone energy storage applications. The principal products of the Company are power conversion systems, including 2-portis solely focused on the further development and multi-port products.
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.
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, 20162020 has been derived from the Company’s audited financial statements.
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, 2016.2020. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods.
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 computation of basic earnings per share. As such, for the three months ended March 31, 2021 and 2020, the Company has included pre-funded warrants to purchase 253,828 and 868,443 shares of common stock, respectively, which were issued in November 2019 with an exercise price of $0.001, in its computation of earnings per share.
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.
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 |
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 |
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 |
Note 63 – Intangible Assets
Intangible assets, net consisted of the following:
March 31, 2021 | December 31, 2020 | |||||||
(unaudited) | ||||||||
Patents | $ | 970,976 | $ | 941,701 | ||||
Other intangible assets | 1,391,479 | 964,542 | ||||||
2,362,455 | 1,906,243 | |||||||
Accumulated amortization | (361,038 | ) | (337,340 | ) | ||||
$ | 2,001,417 | $ | 1,568,903 |
Amortization expense amounted to $23,698 and $22,298 for the three months ended March 31, 2021 and 2020, respectively. Amortization expense for the succeeding five years and thereafter is $100,732 (2021), $134,310 (2022-2025) and $1,118,267 (thereafter).
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 |
At September 30, 2017March 31, 2021 and December 31, 2016,2020, the Company had capitalized $514,524$245,178 and $678,410,$270,000, respectively, for costs related to patents that have not been awarded.
Note 4 – Loans
In June 2017,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 Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The Company received total proceeds of $91,407 from the unsecured PPP Loan. The PPP Loan is scheduled to mature in May 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 first payment due date was originally in December 2020 but BBVA USA extended the first due date to August 2021 as the PPP Flexibility Act of 2020 extended the deferral period for payment of principal and interest for all PPP borrowers.
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 8-week or 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 applied for forgiveness of the PPP Loan during the first quarter of 2021. See Note 10.
In April 2020, the Company also received a $5,000 advance related to a U.S. patent was issued associated with licensing agreementsSmall Business Administration Economic Injury Disaster Loan. The Company expects to repay this advance and has included it within accrued expenses.
Note 5 – Lease
The Company leases 14,782 square feet of office and laboratory space located in Austin, Texas. On April 20, 2018, the Company recordedentered into an intangibleamendment 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.
For purposes of calculating the right of use asset and corresponding long-termlease liability included in the Company’s financial statements, the Company estimated its incremental borrowing rate at 8% per annum.
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 in July 2019, that contained similar payment obligations by CE+T Energy for utilization of the subleased premises. Consistent with the master lease, the sublease terminates on May 31, 2021. During the three months ended March 31, 2021, CE+T Energy made payments of $53,293 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 estimated present value of future payments of $261,303.building under the master lease. The Company is amortizingrecognized these payments as a reduction in general and administrative expenses.
Future minimum payments under the capitalized costs overlease, as amended, are as follows:
For the Year Ended December 31, | Master Lease | Sublease Income | Net | |||||||||
2021 | 33,259 | (24,944 | ) | 8,315 | ||||||||
Less: imputed interest | (110 | ) | ||||||||||
Total lease liability | $ | 33,149 |
For the three months ended March 31, 2021 and 2020, operating cash flows for lease payments totaled $49,889 and $48,041, respectively. For both the three months ended March 31, 2021 and 2020, operating lease cost, recognized on a straight-line basis, totaled $48,488. At March 31, 2021, the remaining lease term was 2 months.
In March 2021, the Company entered into a lease agreement for 4,070 square feet of office and laboratory space located in Austin, Texas. The commencement of the lease is expected to occur on June 1, 2021 and the term of the agreements. For further discussionlease is 63 months. The actual base rent in the first year of the licensing agreements, see Note 8.
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 |
Note 86 – Commitments and Contingencies
Year Ended December 31, | Amount | |||
2017 | $ | 41,242 | ||
2018 | 68,736 | |||
Total | $ | 109,978 |
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 annually with one-half the annual payment due within 20 days of December 21 2017st of each year and one-half annual the payment due within 20 days of June 21st 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,March 2021, two patents associated with these agreements were issued and the Company recorded, as a U.S. patent wasnon-cash activity, an intangible asset and a corresponding other long-term liability of $426,937, representing the estimated present value of future payments under the licensing agreements for these two issued patents. Through March 31, 2021, all five patents associated with the agreements were issued. At March 31, 2021 and December 31, 2020, 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 $944,026 and is included in accrued expenses in the Company's balance sheet.$552,031, 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.
Indemnification Obligations
In connection with the sale of its power conversion systems division in September 2019, the Company provided Libra Industries, Inc. (Libra),entered into an Asset Purchase Agreement with CE+T Energy that contains mutual indemnification obligations for breaches of representations, warranties and covenants and for certain other matters, including indemnification by the Company for assets and liabilities excluded from the sale and by CE+T Energy for liabilities assumed in the sale.
The employment agreements of Company executives include an indemnification provision whereby the Company shall indemnify and defend, at the Company’s expense, its prior contract manufacturer, notice that it wasexecutives so long as an executive’s actions were taken in breachgood faith and in furtherance of Company’s business and within the scope of executive’s duties and authority.
COVID-19 Pandemic
As of the Master Supply Agreement (MSA) betweendate of these financial statements, the parties. On May 19, 2017,COVID-19 pandemic 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 received notice from Libra thatwill depend on future developments, including, among other things, the Company was allegedlyduration and spread of COVID-19, the timing and efficacy of vaccination efforts, additional governmental restrictions 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 COVID-19 pandemic has already caused significant volatility in the global financial markets which may impact the Company’s ability to raise additional capital, if necessary, on acceptable terms or at all, though such risk has not materialized to date. If the financial markets and/or the overall economy are negatively 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 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,adversely affected.
Note 7 — Common Stock
February 2021 Public Offering
In February 2021, the Company is unable to estimate the possible loss, if any, associated with this proceeding.
Stock Issuance
In February 2021, the Company issued 4,000 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.
Note 108 — Equity Incentive Plan
On May 17, 2013, the Company adopted the 2013 Equity Incentive Plan (the(as amended, the “Plan”) and reserved shares of common stock for issuance under the Plan. The Plan is administered by the Compensation Committee of the Company’s Board of Directors.
At September 30, 2017, 708,953March 31, 2021, 92,140 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, 2020 | 391,650 | $ | 5.70 | 8.1 | ||||||||
Granted | 56,821 | $ | 12.09 | |||||||||
Exercised | (17,534 | ) | $ | 3.79 | ||||||||
Outstanding at March 31, 2021 | 430,937 | $ | 6.62 | 8.0 | ||||||||
Exercisable at March 31, 2021 | 355,739 | $ | 6.05 | 7.7 |
During the ninethree months ended September 30, 2017,March 31, 2021, the Company granted 83,62531,821 stock options to Board members and 84,10025,000 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,$497,461, $55,708 of which $130,952 was recognized during the ninethree months ended September 30, 2017.
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 |
At September 30, 2017,March 31, 2021, there was $1,403,775$482,900 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 1.81.1 years.
Note 119 — Warrants
The Company had 1,040,248 warrants outstanding at March 31, 2021 with the Private Placement, investors received warrants to purchase 5,929,256 shares of common stock. The warrants have ana weighted average exercise price of $2.41$3.92 per share, and will expire three yearsdown from 2,273,369 warrants outstanding at December 31, 2020.
At March 31, 2021, all warrants are exercisable, although the datewarrants held by each of issuance. The placement agent also received 237,170 warrantsthe Company’s four largest beneficial owners may be exercised only to purchasethe extent that the total number of 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. 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 recognizethen beneficially owned by such shareholder does not exceed 4.99% (or, at the valueinvestor’s election, 9.99%) of the effect of the down round provision, if and/or when triggered.
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 — Subsequent Events
In May 2021, the SBA approved forgiveness of the Company’s PPP Loan in the principal amount $91,407, including accrued interest.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION
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:
• | 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 obtain adequate financing in the future, if and when we need it; | |
• | the impact of the novel coronavirus (COVID-19) on our business, financial condition and results of operations; |
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.
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 20162020 financial statements and related notes included in our Annual Report on Form 10-K.10-K for the year ended December 31, 2020. 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,I, Item 1A of this report.
Overview
Ideal Power Inc. is located in Austin, Texas. We design, market and sell electrical power conversion products using our proprietary technology called Power Packet Switching Architecture™, or PPSA™. PPSA™With headquarters in Austin, Texas, the Company 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 are designed to be used in both on-grid and off-grid applications. Our advanced technology is important to our business and we make significant investments in research andsolely focused on the further development and protectioncommercialization of our intellectual property. Our PPSA™ and bi-directionalits Bi-directional bi-polar junction TRANsistor (B-TRAN™) solid state switch technologies are protected by a patent portfolio of 60 US and 12 foreign issued patents at September 30, 2017.
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, 2017March 31, 2021 amounted to $12,939,525$15.6 million with approximately 20%$12.4 million of that revenue coming from discontinued operations and the remainder from grant revenue for bi-directional power switch development. Revenue was $242,061 and $0 in the three months ended March 31, 2021 and 2020, respectively, and the revenue for the three months ended March 31, 2021 was related to a government grants.grant. We may pursue additional research and development grants, if and when available, to further develop and/or improve our technology.
COVID-19 Impact
As of the date of this report, the COVID-19 pandemic 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, the timing and efficacy of vaccination efforts, additional governmental restrictions in response to the COVID-19 pandemic, and the overall economy, all of which are highly uncertain and cannot be predicted. The COVID-19 pandemic has caused significant volatility in the global financial markets, which may impact the Company’s ability to raise additional capital, if necessary, on acceptable terms or at all, though such risk has not materialized to date. If the financial markets and/or the overall economy are negatively impacted for an extended period, the Company's operating results may be materially and adversely affected.
While the outbreak of COVID-19 initially caused some disruption to our business in the first and second quarters of 2020, the COVID-19 pandemic has not had a material adverse impact on our operations to date. However, the COVID-19 pandemic may disrupt our business in the future and cause delays in critical development and commercialization activities and/or result in potential incremental costs associated with mitigating the effects of the COVID-19 pandemic. The COVID-19 pandemic is ongoing, and its dynamic nature, including uncertainties relating to the ultimate spread of the virus, the severity of the disease, the duration of the outbreak, the timing and efficacy of vaccination efforts and additional actions that may be taken by governmental authorities to contain the outbreak or to treat its impact, makes it difficult to forecast the effects on our business and results of operations for the purposeremainder of developing new products2021 and improving current products.
February 2021 Offering
In February 2021, we issued and sold 1,352,975 shares of our common stock, including 176,475 additional shares of common stock pursuant to the exercise of the underwriter’s option to purchase additional shares in which power flows through input switchesfull, in an underwritten public offering at a price of $17.00 per share (the “February 2021 Offering”). The net proceeds to us from the February 2021 Offering were $21.2 million. We intend to use the net proceeds from the February 2021 Offering to fund commercialization and is temporarily stored indevelopment of our proprietary AC link inductor. Our proprietary fast switching algorithms enableB-TRAN™ technology and general corporate and working capital purposes.
Results of Operations
Comparison of the transfer of quantum packets of power between ports in our system. Asthree months ended March 31, 2021 to 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 frequencythree months ended March 31, 2020
Grant Revenues. Grant revenues for the application. PPSA™ isthree months ended March 31, 2021 were $242,061. The grant revenues relate to a power conversion technology that differentiates itself from traditional power conversion technology in key product metrics, such$1.2 million subcontract with Diversified Technologies, Inc. (“DTI”) to supply B-TRAN™ devices as sizepart of a two-year contract awarded to DTI by the United States Naval Sea Systems Command (“NAVSEA”) for the development and weight while providing built-in isolation and bi-directional and multi-port capabilities. At September 30, 2017, we had been granted 36 US patents and five foreign patentsdemonstration of a B-TRAN™ enabled high efficiency direct current circuit breaker. We expect the grant revenue related to PPSA™.
Cost of Grant Revenues. Cost of grant revenues for the three months ended March 31, 2021 was $242,061. The 30kW SunDial™ andcost of grant revenues relates to the 30kW SunDial™ Plus, which are UL-1741 certifiedsubcontract discussed above and are intendedequal to the associated grant revenues resulting in no gross profit. We expect no gross profit under the subcontract with DTI or from other grants that we are pursuing or may pursue in the remainder of 2021.
Research and Development Expenses. Research and development expenses decreased by $89,784, or 26%, to $260,880 in the three months ended March 31, 2021 from $350,664 in the three months ended March 31, 2020. The decrease was due to lower semiconductor fabrication costs of $121,022 and lower stock compensation expense of $52,020, partly offset by an initial license fee of $50,000 for the right to certain semiconductor technology and higher other B-TRAN™ development spending of $33,258. For the three months ended March 31, 2021, our semiconductor fabrication run was funded under the NAVSEA grant. We expect higher quarterly research and development expenses, as compared to the three months ended March 31, 2021, for the remainder of 2021 as we accelerate development of our B-TRAN™ technology. Research and development expenses will be subject to quarterly variability due to timing of semiconductor fabrication costs.
General and Administrative Expenses. General and administrative expenses increased by $20,916, or 4%, to $600,686 in the three months ended March 31, 2021 from $579,770 in the three months ended March 31, 2020. The increase was due to a $109,464 higher bonus accrual, primarily related to bonuses approved by the Board for successful completion of the February 2021 Offering, and professional services paid in stock of $68,680, partly offset by CEO search fees in the first quarter of 2020 of $133,078 and moderately lower other costs of $24,150. We expect general and administrative expenses to be usedrelatively flat, as compared to the three months ended March 31, 2021, for the commercialremaining quarters of 2021.
Sales and industrial grid-tied solarMarketing Expenses. Sales and solar + storage market. The SunDial™ is a photovoltaic (PV) string inverter which is field upgradable through the addition of a drop-in second DC port 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.
Loss from Operations. Our loss from operations for the three months ended March 31, 2021 was $924,144 or 1% lower than the $930,434 loss from operations for the three months ended March 31, 2020 for the reasons discussed above.
Net Loss. Our net loss for the three months ended March 31, 2021 was $924,150, or 1% lower, as compared to a net loss of $930,501 for the three months ended March 31, 2020, for the reasons discussed above.
Liquidity and Capital Resources
We currently generate grant revenue only and expect packaging from at least onegrant revenue to likely be our only source of revenue for 2021. We have incurred losses since inception. We have funded our operations to date through the packaging houses to be complete this year. The resultssale of the testingcommon stock 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.
At September 30, 2017,March 31, 2021, we had 24 UScash and seven foreign issued patents covering the operation, controlcash equivalents of $26,789,017. Our net working capital and manufacturing of the B-TRAN™ device.
Operating activities in the power conversion market, we intend to license our proprietary PPSA™-based product designs to OEMs within our target markets, as well as license our technologies for other marketsthree months ended March 31, 2021 resulted in cash outflows of $843,337, 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
Investing activities in the three months ended March 31, 2021 and 2020 resulted in cash outflows of $30,737 and $24,063, respectively, for the acquisition of intangible assets and fixed assets.
Financing activities in the three months ended March 31, 2021 resulted in cash inflows of $21,204,609 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 megawattsnet proceeds from our February 2021 Offering and $3,301,226 from the exercise of new energy storage to be installed by 2020. Although we believe the economic incentiveswarrants 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.
PPP Loan
In May 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 Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). We received total proceeds of $91,407 from the unsecured PPP Loan. The PPP Loan is scheduled to mature in May 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 first payment due date was originally in December 2020 but BBVA USA extended the first due date to August 2021 as the PPP Flexibility Act of 2020 extended the deferral period for these systems. We also believepayment of principal and interest for all PPP borrowers.
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 combination of lower BESS costs, third-party financing, increasesPPP Loan may be forgiven in utility demand charges,whole or in part by applying for forgiveness pursuant to the CARES Act and the entrancePPP. The amount of large, established companiesloan 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 8-week or 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, we used the proceeds from the PPP Loan primarily for payroll costs. We applied for forgiveness of the PPP Loan during the first quarter of 2021. In May 2021, the SBA approved forgiveness of our PPP Loan.
February 2021 Offering
In February 2021, we issued and sold 1,352,975 shares of our common stock, including 176,475 additional shares of common stock pursuant to the BESS space may contributeexercise of the underwriter’s option to accelerating market growth forpurchase additional shares in full, in an underwritten public offering at a price of $17.00 per share. The net proceeds to us from the nascent stand-alone storage market.
Critical Accounting Policies
There have been no significant changes during the ninethree months ended September 30, 2017March 31, 2021 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.
Off-Balance Sheet Transactions
As of March 31, 2021, we did not have any off-balance sheet transactions.
Trends, Events and Uncertainties
There are no material changes from trends, events or uncertainties disclosed in our 2020 Annual Report on Form 10-K.
As a smaller reporting company, we are not required to provide this information.
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 March 31, 2021 and has concluded that, as of September 30, 2017, ourMarch 31, 2021, 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, 2017March 31, 2021 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.
II - OTHERII-OTHER INFORMATION
We may be subject to litigation from time to time in the Company provided Libra Industries, Inc. (Libra), its prior contract manufacturer, notice that it was in breachordinary course 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 respondedbusiness. We are not currently party 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.
There are no material changes from the risk factors disclosed in our 20162020 Annual Report on Form 10-K except as noted below.
On March 3, 2017,February 26, 2021, we closed on a definitive securities purchase agreement to sell to certain accredited investors our common stock and preferred stock together with warrants to purchaseissued 4,000 unregistered shares of common stock, orvalued at $68,680 at the Private Placement. In the Private Placement, each sharetime of common stock or preferred stock was sold together withissuance, to a warrant to purchase one share of common stock at a collective price of $2.535. Investors purchased an aggregate of 5,220,826third-party vendor as compensation for services performed. The shares of common stock and 708,430 shares of preferred stock together with warrantswere issued in a private placement pursuant 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 resaleSection 4(a)(2) of the registrable securities on March 31, 2017 with the Commission which was declared effective on April 21, 2017.
Not applicable.
Not applicable.
None.
Exhibit Number | Document | |
31.1 | ||
31.2 | ||
32.1 | ||
XBRL Instant Document | ||
XBRL Taxonomy Extension Schema Document | ||
XBRL Taxonomy Extension Calculation Linkbase Document | ||
XBRL Taxonomy Extension Definition Linkbase Document | ||
XBRL Taxonomy Extension Label Linkbase Document | ||
XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith |
** | Furnished herewith |
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, 2017May 14, 2021IDEAL POWER INC. By: /s/ R. Daniel Brdar R. Daniel Brdar Chief Executive Officer By: /s/ Timothy W. Burns Timothy W. Burns Chief Financial Officer