As filed with the Securities and Exchange Commission on March 31, 2017.
Registration No.  333-


 

Registration Statement No. 333-

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C.  20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ideal Power Inc.

(Exact name of registrant as specified in its charter)

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

4120 Freidrich Lane, Suite 100

Austin, TX 78744

(512) 264-1542

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

R. Daniel Brdar

Chief Executive Officer

Ideal Power Inc.

4120 Freidrich Lane, Suite 100

Austin, TX 78744

Telephone (512) 264-1542

(Name, address, including zip code, and telephone number, including area code of agent for service)

With copies

Copy to:

Paul Hurdlow, Esq.

Samer M. Zabaneh
Anna M. Denton
DLA Piper LLP (US)

401 Congress Avenue, Suite 2500

Austin, TX 78701

Telephone: (512) 457-7020

457-7000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨o



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

Large accelerated filer¨o
Accelerated filer¨o

Non-accelerated filer¨o

(do (Do not check if smaller

reporting company)

Smaller reporting companyx

Title of Each Class of
Securities to be Registered		 Amount to be
Registered(1)		  Proposed
Maximum Offering Price
Per Share		  Proposed
Maximum Aggregate
Offering
Price		  Amount of Registration
Fee(2)		 
Common Stock, $0.001 par value per share                
Preferred Stock, $0.001 par value per share                
Warrants                
                 
TOTAL         $75,000,000  $8,715.00 

(1)In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. There are also being registered hereunder an indeterminate amount of our securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for that issuance.
(2)Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities listed.

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered (1) Amount to be
Registered (2)(3)		 Proposed
maximum offering
price per security (3)		 Proposed
maximum aggregate
offering price (3)		 Amount of
registration fee
Common Stock, par value $0.001 per share 5,220,826 shares $3.200
 $16,706,643.20
 $1,936.30
Common Stock, par value $0.001 per share, underlying Preferred Stock 708,430 shares $3.200
 $2,266,976.00
 $262.75
Common Stock, par value $0.001 per share, underlying Warrants 6,166,426 shares $3.200
 $19,732,563.20
 $2,287.00
Total: 12,095,682 shares   $38,706,182.40
 $4,486.05

(1) The shares being registered hereunder consist of 5,220,826 shares of common stock, 708,430 shares of common stock issuable upon conversion of the Company's Series A Convertible Preferred Stock and 6,166,426 shares of common stock that may be acquired upon exercise of warrants, in each case which shares of common stock may be sold from time to time by the selling stockholders.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low per share prices of the registrant’s common stock as report on The Nasdaq Capital Market on March 29, 2017.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment thatwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”) or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission declares our registration statementis effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 1, 2014

MARCH 31, 2017

PROSPECTUS

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IDEAL POWER INC.

$75,000,000

12,095,682 Shares
Common Stock

Preferred Stock

Warrants

We may

This prospectus relates solely to the offer and sell,sale from time to time in one or more offerings, any combination of securities that we describeup to an aggregate of 12,095,682 shares of our common stock by the selling stockholders identified in this prospectus having an aggregate initial offering priceor a supplement hereto. These shares consist of upshares of our common stock that we issued to $75,000,000. We may also offerthe selling stockholders pursuant to private placements of our common stock or preferred stock upon exercisethe issuance of warrants; and common stock upon conversion ofconvertible preferred stock or any combination thereof.

Weupon the exercise of warrants to purchase our common stock.

This prospectus describes the general manner in which the shares of common stock may be offered and sold by the selling stockholders. If necessary, the specific manner in which shares of common stock may be offered and sold will provide specific terms of these offerings and securitiesbe described in one or more supplementsa supplement to this prospectus.
We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The accompanying prospectus supplement, andare not offering any documents incorporated by reference, may also add, update or change information contained in this prospectus. You should readshares of common stock for sale under this prospectus, the accompanying prospectus supplement, any documents incorporated by reference and any related free writing prospectus carefully before buyingwe will not receive any of the securities being offered.

proceeds from the sale or other disposition of the shares of common stock offered hereby.

Our common stock is tradedlisted on The NASDAQNasdaq Capital Market under the symbol “IPWR.” On November 25, 2014,March 29, 2017, the last reported sale price of our common stock on The NASDAQNasdaq Capital Market was $7.32. The applicable prospectus supplement will contain information, where applicable, as to any listing, if any, on The NASDAQ Capital Market or any other securities market or other exchange covered by the applicable prospectus supplement.

The shares of common stock offered by us may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

$3.23.

Investing in our securitiescommon stock involves various risks. SeeYou should carefully consider the risks described under “Risk Factors” beginning on page 3in Item 1A of this prospectus and the risks set forth under the caption “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Additional risks will be described(which is incorporated by reference herein), as well as the other information contained or incorporated by reference in the relatedthis prospectus supplements under the heading “Risk Factors”. You should review that section of the relatedor in any prospectus supplements forsupplement hereto before making a discussion of matters that investorsdecision to invest in our securities should consider.

common stock. See “Where You Can Find More Information” below.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofdetermined if this prospectus is truthful or any accompanying prospectus supplement.complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2014 

.


TABLE OF CONTENTS

TABLE OF CONTENTS

 Page
  
About this Prospectus1
Our Business2
Risk Factors3
Disclosure Regarding Forward-Looking Statements4
Use of ProceedsABOUT THIS PROSPECTUS5
The Securities We May OfferIDEAL POWER INC.6
RISK FACTORS6
Description of Capital StockFORWARD-LOOKING STATEMENTS76
USE OF PROCEEDS8
Description of WarrantsSELLING STOCKHOLDERS108
PLAN OF DISTRIBUTION20
Plan of DistributionLEGAL MATTERS1221
EXPERTS22
Legal MattersWHERE YOU CAN FIND MORE INFORMATION1622
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Experts17
Where You Can Find More Information18
Incorporation of Documents by Reference19

22

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission or SEC using a “shelf” registration process. Under the shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings, up to a maximum aggregate initial offering price of $75,000,000.

This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities described in the prospectus we will provide a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated by reference in this prospectus or any accompanying prospectus supplement-the statement in the later-dated document modifies or supersedes the earlier statement. You should carefully read both this prospectus and any accompanying prospectus supplement or other offering materials, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information containedthat we have provided or incorporated by reference in this prospectus, accompanyingany applicable prospectus supplementssupplement and any related free writing prospectus.prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any accompanyingapplicable prospectus supplement or any related free writing prospectus.

prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and any accompanying prospectus supplement, free writing prospectus or other offering materialsin jurisdictions where it is lawful to do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, of which this prospectus is a part, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement, free writing prospectus or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents.

Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus.so. You should assume that the information in this prospectus, information incorporated by reference any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any accompanyingapplicable prospectus supplement or any related free writing prospectus, or any sale of a security.

In



ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholders may offer from time to time up to an aggregate of 12,095,682 shares of common stock in one or more offerings.
The registration statement of which this prospectus unless otherwise specifiedis a part is being filed in accordance with the registration rights agreement, dated as of February 24, 2017, by and among Ideal Power Inc. and the selling stockholders party thereto. Pursuant to the registration rights agreement, we have agreed to indemnify and hold harmless, to the extent permitted by law, each of the selling stockholders party to the registration rights agreement and each of such selling stockholder’s officers, directors, members, managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other person, if any, who controls such selling stockholder within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), from and against certain losses, claims, damages and liabilities, including certain liabilities under the Securities Act.
The information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”
This prospectus and the information incorporated herein by reference include trademarks, services marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectuses are the property of their respective owners.
Unless the context requires otherwise we userequires, the terms “Ideal Power,” the “Company,” “we,” “us”“our,” “us,” “our company,” and “our” to“Ideal Power” refer to Ideal Power Inc.

OUR BUSINESS

Overview


IDEAL POWER INC.
We are located in Austin, Texas. We developdesign, market and commercializesell electrical power conversion products using our proprietary technology called Power Packet Switching ArchitectureTM, or PPSATM. PPSATM 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. PPSATM utilizes standardized hardware with application specific embedded software. Our advanced technology is important to our business and we make significant investments in research and development and protection of our intellectual property. At December 31, 2016, we have been granted 32 US patents and six foreign patents related to PPSATM.

We sell our products primarily to systems integrators for inclusion in larger turn-key systems which is designedenable end users to improve the performance, size, weight, reliability, flexibility and manufacturing cost of electronic power converters. The electronic power converter vertical markets include power converters for residential, commercial, and utility-scalemanage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy systems, distributed wind generation, electric vehicle DC charging, variable speed motor drivessources and on-board power converters for electric vehicles. We believe that, due to the design advantages of our PPSA technology noted above, our technology can provide solutions that are both efficient and economically advantageous to these markets.

forming their own microgrid. Our current focus is to provide solutions for high growth markets in battery energy storage systems or BESS, BESS with integrated photovoltaic or PV, and microgrid applications. We have specifically targeted commercial energy storage, which we feel will have higher economic value (in $/kW or $/kWh) than other vertical markets for energy storage due to peak demand cost savings and therefore will grow more rapidly. With our latest products, we are also targeting microgrid solutions for grid resiliency and off-grid power. Assuming we are successful in commercializing our technology in these initial vertical markets, we then plan to offer solutions to additional emerging and more mature vertical markets.

Currently, our products are manufacturedmade 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 then sold by Ideal Power. For certain geographicequipment. As our products establish a foothold in key power conversion markets, and applications that would be challenging for us, as a small U.S. company, to serve, we may enter intobegin to focus on licensing agreements with leading global electronics companies. These agreements would allow regional manufacturers to build our products under license for local markets, or we may licenseproprietary PPSATM-based product designs to global brandsOEMs to reach more markets and customers. We may seek to build a portfolio of relationships that generate license fees and royalties from OEMs for specific applications.

To date, our operations have been funded primarily through the salesales of our common stock and convertible debt, as well as through U.S. Department of Energy grants. Our total revenue generated from inception to date as of September 30, 2014 is $5,572,752 with almost half of that revenue coming from government grants. We have applied these revenues to research and product development, thereby reducing our capital requirements. We will continue to pursue research and development grants, where available, for the purpose of developing newtheir products and improving our current products. We can make no assurances that additional grants will be available in the future.

We have incurred losses from operations for the years ended December 31, 2013 and 2012 and the nine months ended September 30, 2014. Our net losswhich integrate PPSATM.


Ideal Power Inc. was $9.6 million and $4.6 million, respectively, for the years ended December 31, 2013 and 2012 and $4.9 million for the nine months ended September 30, 2014. Our accumulated deficit was $16.8 million at December 31, 2013 and $21.7 million at September 30, 2014.

Corporate Information

 We were incorporatedformed in Texas on May 17, 2007.  We2007 and converted to a Delaware corporation on July 15, 2013. The address of our corporate headquarters is 4120 Freidrich Lane, Suite 100, Austin, Texas 78744 and our telephone number is (512) 264-1542.  Our website can be accessed at www.idealpower.com.  The information contained on, or that may be obtained from, our website is not, and shall not be deemed to be, a part of this prospectus.

RISK FACTORS

FACTORS

Investing in our securities involves significant risks. Youa high degree of risk. Before deciding whether to invest in our securities, you should reviewconsider carefully the risks and uncertainties discussed under the section titled "Risk Factors" contained in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below titled "Forward-Looking Statements."
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Exchange Act. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, those concerning the following:
our history of losses;
our ability to achieve profitability;

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;
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, including our bi-directional bipolar junction transistor, or B-TRANTM;
our expectations regarding the completion of testing of new products under development and the timing of the introduction of those new products;
•
the expected performance of new products incorporating our B-TRANTM;
the performance of third-party manufacturers who supply and manufacture our products;
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;
our ability to successfully obtain certification for our products, including in new markets, and the timing of the receipt of any necessary certifications;
our ability to successfully license our technology;
our ability to obtain, maintain, defend and enforce intellectual property rights protecting our current and future products;
our expectations regarding the decline in prices of battery energy storage systems;
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, as and when we need it; and
our success at managing the risks involved in the foregoing items.
In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will” and “would” as well as similar expressions. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We discuss many of these risks, uncertainties and other important factors in greater detail under the heading “Risk Factors” contained in our most recent annual report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or incorporated into,to reflect facts and circumstances after the date of this prospectus.  Before deciding to purchase our securities, you should carefully read both this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” completely and under similar headingswith the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.
SELLING STOCKHOLDERS
2017 Private Placement Financing
On February 24, 2017, we entered into a securities purchase agreement with the institutional and other accredited investors relating to a private placement of our common stock and warrants to purchase shares of common stock. We also agreed to sell to investors whose purchase of common stock would have resulted in such investor, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the our outstanding Common Stock immediately following the consummation of the offering, shares of our newly designated Series A Convertible Preferred Stock, or the preferred stock. Each share of common stock or preferred stock was sold together with a warrant to purchase one share of common stock at a price of $2.535 per share of common stock and related warrant, or per share of preferred stock and related warrant. The investors purchased an aggregate of 5,220,826 shares of common stock, 708,430 shares of preferred stock, and 6,166,426 related warrants, including 237,170 warrants issued to the placement agent as part of the placement agent's fee, for gross proceeds to us of $15,030,664 before placement agent fees and transaction expenses. The warrants have an exercise price of $2.41 per share and are exercisable for a period commencing 6 months and ending 36 months after the closing of the offering, except for the placement agent's 237,170 warrants which have an exercise price of $2.89. The investors included all of our directors and officers, each of whom purchased units on the same terms and conditions as the other documents that are incorporated by reference herein or therein.investors. We consummated the private placement on March 3, 2017.  Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial condition, as well as adversely affectinvestors in the valueprivate placement is a selling stockholder. For purposes of an investment in our securities.

3

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements arethe table below, beneficial ownership is based on our current expectationsthe securities held of record by the selling stockholders as of March 20, 2017.

In connection with the private placement, we entered into a registration rights agreement, dated February 24, 2017, with the investors, pursuant to which we agreed to register for resale by the investors the shares of common stock, the shares of common stock issuable upon conversion of the preferred stock and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statementsthe shares of common stock issuable upon exercise of the warrants, purchased by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by referenceinvestors pursuant to the factors discussed throughout this prospectus.

Forward-looking statements involvesecurities purchase agreement.  We committed to file the registration statement no later than April 3, 2017 and to cause the registration statement to become effective no later than June 2, 2017. The registration rights agreement provides for liquidated damages upon the occurrence of certain risks and uncertainties, manyevents, including our failure to file the registration statement or cause it to become effective prior to the applicable deadlines.  The amount of liquidated damages payable to an investor would be 1.5% of the aggregate amount invested by such Investor for each 30-day period, or pro rata portion thereof, during which the default continues.  We filed the registration statement of which are beyond our control. If any of those risks and uncertainties materialize, actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results to differ materially from those discussed in forward-looking statements are those discussed under the heading “Risk Factors” above, those discussed under the heading “Risk Factors” and in other sections of our Annual Report on Form 10-K for the year ended December 31, 2013, as well as in our other reports filed from time to timethis prospectus is a part with the SEC pursuant to the registration rights agreement.

National Securities Exchange Commission or SEC that are incorporated by reference into this prospectus. See “Where You Can Find More Information” and “Incorporation of Documents by Reference” for information about howCorporation acted as placement agent in the financing. For its services as placement agent, we agreed to obtain copies of those documents.

All forward-looking statements in this prospectus and the documents incorporated by reference into it are made only aspay to National Securities Corporation a cash commission equal to 7.5% of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. 

USE OF PROCEEDS

Except as otherwise provided in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, we intend to use the netgross proceeds from the sale of the securities offered by us in this prospectus for general corporate purposes, which may include working capital, research and development expenditures, sales and marketing expenses, general corporate expenses, intellectual property acquisition costs and expenses and capital expenditures.

THE SECURITIES WE MAY OFFER

We may issue from timeit a three-year warrant to time, in one or more offerings the following securities:

·sharespurchase that number of common stock;
·shares of preferred stock;
·warrants to purchase shares of preferred stock or common stock; or
·any combination of common stock, preferred stock, or warrants.

When we use the term “securities” in this prospectus, we mean any of the securities we may offer with this prospectus, unless we say otherwise. This prospectus, including the following summary, describes the general terms that may apply to the securities; the specific terms of any particular securities that we may offer will be described in a separate supplement to this prospectus, information incorporated by reference or related free writing prospectus, which may be in addition to or different from the general terms summarized in this prospectus.

The summaries contained in this prospectus and in any prospectus supplements, information incorporated by reference or related free writing prospectus may not contain all of the information that you would find useful. Accordingly, you should read the actual documents relating to any securities sold pursuant to this prospectus. See “Where You Can Find More Information” and “Incorporation of Documents by Reference” for information about how to obtain copies of those documents. 

The terms of any particular offering, the initial offering price and the net proceeds to us will be contained in the prospectus supplement, information incorporated by reference or free writing prospectus, relating to each offering. Where applicable, a prospectus supplement, information incorporated by reference or related free writing prospectus will also describe any material United States federal income tax consequences relating to the securities offered and indicate whether the securities offered are or will be listed on any securities exchange.

DESCRIPTION OF CAPITAL STOCK

The following is a brief description of our capital stock. This summary does not purport to be complete in all respects. This description is subject to and qualified entirely by the terms of our Certificate of Incorporation, our bylaws, and certain provisions of applicable law. See “Where You Can Find More Information” and “Incorporation of Documents by Reference”.

Authorized Capitalization

We have 60,000,000 shares of authorized capital stock, consisting of 50,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock, all with a par value of $0.001 per share. As of November 24, 2014, we had 7,048,235 shares of common stock outstanding and noequal to 4% of the number of shares of common stock or preferred stock issued to the investors in the private placement (excluding the shares of common stock underlying the warrants). Pursuant to this agreement, at the closing of the financing, we issued to National Securities Corporation a three-year warrant to purchase up to 237,170 shares of common stock. National Securities Corporation is a selling stockholder.


Also on February 24, 2017, we entered into an exchange agreement with certain investors that are affiliates of AWM Investment Company, or AWM, pursuant to which we effected the exchange of 810,000 shares of common stock held by AWM for 810,000 shares of preferred stock. AWM has the right to convert the preferred stock outstanding.  Our authorized but unissuedinto shares of common stock on a one-for-one basis, subject to adjustment in the event of stock splits, recapitalizations and other similar events; provided, however, that the preferred stock cannot be converted by AWM if, after giving effect thereto, AWM would beneficially own more than 9.99% of the Company’s common stock. The holders of the preferred stock do not have the right to vote on any matter except to the extent required by Delaware law.

Selling Stockholder Table
The following table sets forth for each selling stockholder, the name, the number and percentage of shares of common stock beneficially owned as of March 20, 2017, the maximum number of shares of common stock that may be offered pursuant to this prospectus and the number and percentage of shares of common stock that would be beneficially owned after the sale of the maximum number of shares of common stock, and preferred stock are availableis based upon information provided to us by each selling stockholder for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

Common Stock

Holders of our common stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose, subject to any preferential dividend rights of any then outstanding preferred stock.use in this prospectus. The shares of common stock are neither redeemable nor convertible. Holders of common stock have no preemptive or subscription rights to purchase any of our securities.

Each holder of our common stock is entitled to one vote for each such share outstandinginformation presented in the holder’s name.  No holder of common stocktable is entitled to cumulate votes in voting for directors.

In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our assets, which are legally available for distribution, after payments of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.  All of the outstandingbased on 13,996,782 shares of our common stock are fully paidoutstanding on March 20, 2017.

Beneficial ownership is determined in accordance with the rules of the SEC and non-assessable.  Thegenerally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.  For purposes of the table below, shares of common stock offeredissuable pursuant to options and restricted stock held by this prospectus will alsoa selling stockholder that can be fully paidacquired within 60 days of March 20, 2017 are deemed to be outstanding and non-assessable.

Ourto be beneficially owned by the selling stockholder holding the securities but are not treated as outstanding for the purpose of computing the percentage ownership of any other selling stockholder. The warrants held by the selling stockholders are not exercisable until September 3, 2017. For purposes of the table below, shares of common stock isand percentage ownership listed on The Nasdaq Capital Marketunderin the symbol “IPWR”. We have not applied to list ourfollowing table assume that the warrants are currently exercisable and thus the shares of common stock onunderlying their warrants are deemed to be outstanding and to be beneficially owned by the selling stockholder holding the warrants, but are not treated as outstanding for the purpose of computing the percentage ownership of any other exchange or quotation system.

Preferred Stock

Our Certificateselling stockholder.

Pursuant to the terms of Incorporation permits us to issue up to 10,000,000warrants held by certain selling stockholders, the maximum number of shares of preferred stock in one or more series and with rights and preferences that may be fixed or designatedacquired by our boardany such selling stockholder upon any exercise of directors without any further action by our stockholders, subjectthe warrants is limited to any limitations prescribed under Delaware law.  We currently have nothe extent necessary to ensure that, following such exercise, the total number of shares of preferredcommon stock outstanding. If preferredthen beneficially owned by such selling stockholder and his affiliates and any other persons whose beneficial ownership of common stock is issued inwould be aggregated with the future, a prospectus supplement, information incorporated by reference or related free writing prospectus, as applicable, will explain the particular termsselling stockholder for purposes of Section 13(d) of the preferred stock and the extent to which these general provisions may apply. The specific terms of the preferred stock as described inExchange Act, does not exceed a prospectus supplement information, incorporated by reference or related free writing prospectus will supplement and, if applicable, may modify or replace the general terms described in this section. This summary and any description of preferred stock in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus is subject to and is qualified in its entirety by reference to all the provisions of any amended and restated certificate of incorporation, which we will file with the SEC for incorporation by reference into this prospectus. See “Where You Can Find More Information” and “Incorporation of Documents by Reference” for information on how to obtain a copy of our amended and restated certificate of incorporation when it is filed.

The issuance of preferred stock with certain voting, conversion and/or redemption rights may adversely affect the rights of holdersstated percentage of our common stock including with respect to voting, dividends and liquidation.  Preferred stock may be issued quickly with terms calculated to delay, deferspecified in the selling stockholder’s warrant (either 4.99%, 9.99% or prevent a change in control of our Company or to make removal of management more difficult.  Additionally,19.99%).  Unless otherwise indicated, the issuance of preferred stock may decrease the market price of our common stock.

Stock Options and Warrants

As of September 30, 2014, we have reserved the following shares of common stock for issuance pursuantand percentage ownership listed in the following table do not reflect these contractual limitations on a selling stockholder’s ability to purchase shares of common stock option and warrant agreements:

upon exercise of warrants.

 Shares Beneficially OwnedMaximum Number of Shares to be Sold HereunderShares Beneficially Owned After the Sale of the Maximum
Number of Shares
Name of Selling StockholderNumberPercentNumberPercent
      
Executive Officers and Directors:     
R. Daniel Brdar, Chief Executive Officer and Director (1)331,5502.3%39,400292,1502.0%
Timothy Burns, Chief Financial Officer (2)111,600*15,60096,000*
William C. Alexander, Chief Technology Officer and Director (3)492,0953.5%15,600476,4953.4%
Ryan K. O’Keefe, Senior Vice President, Business Development (4)52,100*15,60036,500*
Mark Baum, Director (5)134,434*15,600118,834*
Lon E. Bell, Director (6)362,2932.6%157,600204,6931.5%
David B. Eisenhaure, Director (7)92,501*39,40053,101*
      
Significant Stockholders:     
Peter A. Appel (8)1,929,6269.99% (9)788,8001,140,8268.0%
Special Situations Fund III QP, L.P. (10)2,036,328(11)1,190,404973,188(11)
Special Situations Cayman Fund, L.P. (10)591,941(11)346,040282,899(11)
Special Situations Technology Fund, L.P. (10)211,700(11)123,756101,126(11)
Special Situations Technology Fund II, L.P. (10)1,208,826(11)706,660577,419(11)
      
Other Selling Stockholders:     
1999 Clifford Family Trust dtd 12-22-1999 Robert C Clifford & Rachel L Clifford (12)20,000*20,000–*
Alexandre Palma (13)19,600*19,600–*
Alok Mahajan (14)19,600*19,600–*
Andrew Nolan (15)19,600*19,600–*
Andrew Schwartzberg (16)720,0005.0%720,000–*
Anthony D. Johnston (17)19,600*19,600–*
Anthony J. Berni (18)19,600*19,600–*
Anthony J. Brent & Alexandra H. Brent JT TEN (19)34,000*34,000–*
Ballington Living Trust 08/05/14 (20)59,160*59,160–*
Benjamin King (21)20,000*20,000–*
Benjamin L. Padnos (22)97,260*80,00017,260*
Bennett Living Trust (23)14,000*14,000–*
Bibicoff Family Trust (24)17,000*17,000–*
Brian L. Heckler (25)39,400*39,400–*
Brian Weitman (26)100,000*100,000–*
Broumand Family Trust ua dtd 6-8-10 (27)20,000*20,000–*
Carlo Alberici (28)39,400*39,400–*
Causeway Bay Capital LLC (29)68,000*68,000–*
Charles Christensen (30)39,400*39,400–*
Charles P. Arnold (31)31,520*31,520–*
Christopher Achar (32)68,000*68,000–*
Christopher D Jennings & Karen W Jennings JTWROS (33)17,000*17,000–*
Cor Clearing Cust FBO Debra E Bowers IRA (34)19,600*19,600–*
Craig Friou (35)19,600*19,600–*

Cynthia B. Padnos Separate Property Trust (36)17,000*17,000–*
Daniel Landry (37)137,776*34,000103,776*
Daniel P. Padnos 2011 Generation Trust FBO Jonathan Padnos (38)37,596*34,0003,596*
Daniel Padnos & Dexter Phillip JTTEN (39)20,000*20,000–*
Daniel Sanker (40)36,877*34,0002,877*
David A. Fitz (41)39,400*39,400–*
David B. O’Neill (42)19,600*19,600–*
David Petterson (43)59,160*59,160–*
Denis Berry (44)120,836*120,836–*
Denis D. Howarter & Pamela J. Howarter JTWROS (45)78,880*78,880–*
Dennis T. Whalen & Linda R. Whalen JTTEN (46)78,880*78,880–*
Dominador D. Tolentino Jr. (47)14,000*14,000–*
Donald Cameron (48)39,400*39,400–*
Donald Hulet (49)15,760*15,760–*
Donald P. Favre (50)23,668*23,668–*
Donald P. Sesterhenn (51)39,400*39,400–*
Donald T. McKiernan (52)28,000*28,000–*
Edmond Allen Morrison (53)27,600*27,600–*
Emilio DiMatteo (54)39,400*39,400–*
Eric A. Riso (55)39,400*39,400–*
FLMM Limited (56)240,0001.7%240,000–*
Flores-Zaballos Family Trust (57)28,000*28,000–*
Francis Y. L. Chen and Peierh Penny Yang JTTEN (58)17,000*17,000–*
Frederick M. Kelso (59)31,540*31,540–*
Gary Sterbinsky (60)19,600*19,600–*
GFLT 1999 (61)68,000*68,000–*
Harold Wayne Smith Jr. (62)39,400*39,400–*
Highview Ventures LLC (63)84,000*84,000–*
James C. Leslie (64)19,600*19,600–*
James Eric Nicely & Karen B. Nicely JTWROS (65)19,600*19,600–*
James M. Koch (66)78,880*78,880–*
James M. Rucker (67)20,000*20,000–*
James P. Tierney (68)74,000*74,000–*
James R. Aldridge (69)39,400*39,400–*
James Somers (70)78,880*78,880–*
Jason Kim (71)68,000*68,000–*
Jason Robert Cavalier (72)100,000*100,000–*
Jay Wiviott (73)14,000*14,000–*
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Benjamin Padnos (74)23,596*20,0003,596*
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Joshua Padnos (75)23,596*20,0003,596*
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Rebecca Padnos (76)23,596*20,0003,596*
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Samuel Padnos (77)23,596*20,0003,596*
Jeffrey E. Kuhlin (78)19,600*19,600–*

Jeffrey L. Miller & Khirsten N. Zar JTTEN (79)19,600*19,600–*
Jeffrey Maroz (80)74,000*74,000–*
Jeffrey S. Padnos & Margaret M. Padnos JTWROS (81)54,383*40,00014,383*
Jeffrey Silver & Andrea Silver JTTTEN (82)17,000*17,000–*
John C. Klinge (83)19,600*19,600–*
John Charles David Lewis & Susan Elizabeth Kenny JTWROS (84)19,600*19,600–*
John F. McCarthy (85)19,600*19,600–*
John J. Hancock (86)19,600*19,600–*
John Richard Stamm (87)19,600*19,600–*
Jonathan E. Ansbacher (88)39,400*39,400–*
Jorge Morazzani (89)19,600*19,600–*
Jose M. Martinez (90)19,600*19,600–*
Joseph A. Muscat (91)27,600*27,600–*
Joseph C. Atkinson (92)19,600*19,600–*
Joseph M. Diangelo (93)19,600*19,600–*
Joseph Michalczyk (94)19,600*19,600–*
Joseph S. McLaughlan (95)39,400*39,400–*
Keith A. Belote (96)15,760*15,760–*
Keith Jackson (97)118,340*118,340–*
Keith O. Newton (98)19,600*19,600–*
Kepmen Capital (99)50,000*50,000–*
Kevin A. Healy (100)19,600*19,600–*
Kevin J. Herzberg (101)19,600*19,600–*
Kevin J. Schwartz (102)23,668*23,668–*
Kevin Leung (103)96,766*68,00028,766*
Kevin M. Borkowski (104)19,600*19,600–*
Kevin M. Mackenzie (105)39,400*39,400–*
Kim E. Tobler (106)19,600*19,600–*
Korbel Capital LLC (107)34,000*34,000–*
Kurtis S. Krentz (108)39,400*39,400–*
Lee Kay Kolligan (109)30,000*30,000–*
London Family Trust (110)68,000*68,000–*
Luther King Capital (111)118,200*118,200–*
Marathon Micro Fund LP (112)270,0001.9%270,000–*
Mario R. Dell’Aera Jr. (113)118,340*118,340–*
Marios Karayannis (114)19,600*19,600–*
Mark A. Herndon & Sarah Herndon JTWROS (115)19,600*19,600–*
Mark Boyer (116)78,880*78,880–*
Mark R. Demich (117)39,400*39,400–*
Matthew Antoun (118)50,000*50,000–*
Matthew Hayden (119)140,787*130,00010,787*
Matthew W. Cambi (120)39,400*39,400–*
Maz Partners LP (121)39,400*39,400–*
Michael Burwell (122)78,880*78,880–*
Michael E. McLaughlin (123)19,600*19,600–*
Michael Ebedes (124)19,600*19,600–*

Michael Fahey (125)39,400*39,400–*
Michael J. Muldoon & Pamela J. Muldoon JTWROS (126)19,600*19,600–*
Michael Joseph Cavalier Jr. (127)68,000*68,000–*
Michael L. Desautels (128)19,600*19,600–*
Michael P. Quackenbush Jr. (129)39,400*39,400–*
Michael Sean Browning (130)20,000*20,000–*
Michael Snow (131)19,600*19,600–*
Miles E. Everson (132)19,600*19,600–*
Molly Richardson (133)253,2001.8%253,200–*
National Securities Corporation (134)237,1701.7%237,170–*
Nekimi Equity Growth Fund I LLC (135)60,000*60,000–*
NFS/FMTC Rollover IRA FBO Anthony C Scibelli (136)17,000*17,000–*
NFS/FMTC FBO Robert C Clifford Rollover IRA (137)97,668*40,00057,668*
NFS/FMTC Rollover IRA FBO Keith V Archer (138)28,000*28,000–*
NFS/FMTC Rollover IRA FBO James P Miller (139)19,600*19,600–*
NFS/FMTC Roth IRA FBO David S Nagelberg (140)96,000*96,000–*
NFS/FMTC Sep IRA FBO Ankur Desai (141)90,683*34,00056,683*
NFS/FMTC Sep IRA FBO Erick Richardson (142)176,8001.3%176,800–*
Nudge Capital Fund LP (143)78,800*78,800–*
Omid Yasheral (144)34,000*34,000–*
Paul E. Linthorst (145)19,600*19,600–*
Paul P. Frank III & Colleen B. Frank Ten Ent (146)19,600*19,600–*
Paul Ramos (147)19,600*19,600–*
Per Magnus Andersson (148)28,000*28,000–*
Peter A. Casey (149)23,660*23,660–*
Peter C. Gerlach (150)24,000*24,000–*
Phillip Mervis & Sheryl Facktor (151)15,600*15,600–*
Pickett Henneberger Family Trust dtd 4-24-2013 (152)34,000*34,000–*
Purcell Trust ua dtd 9-19-2007 (153)14,000*14,000–*
R&A Chade Family Trust Richard Chade Trustee (154)34,000*34,000–*
Rajib A. Thadani (155)19,600*19,600–*
Raymond Todd Barrett (156)19,600*19,600–*
Rich Shappard (157)19,600*19,600–*
Richard & Esther Blanchard 1990 Trust (158)39,400*39,400–*
Richard J. Poccia (159)25,200*25,200–*
Richard Jeanneret (160)39,400*39,400–*
Robert W. Kastenschmidt (161)19,600*19,600–*
Ronald J. Ciasulli (162)39,400*39,400–*
RP Capital (163)170,0001.2%170,000–*
Russell D. Moore (164)39,400*39,400–*
Ryan Hong (165)17,000*17,000–*
Salvatore A. Melilli (166)15,760*15,760–*
Samir A. Mammadov (167)39,400*39,400–*
Sanford D. Greenberg (168)20,000*20,000–*
Scott H. Shadrick Trust & Thomas B. Livermore Trust JTWROS (169)20,000*20,000–*
Scott J. Gehsmann (170)19,600*19,600–*
Shane Broumand (171)68,000*68,000–*
Shawn R. McAllister & Amanda McAllister JTTEN (172)28,000*28,000–*

Sivan Padnos Caspi & Tal A. Caspi JTWROS (173)35,438*34,0001,438*
Stephen V. Zawoyski (174)19,600*19,600–*
Stephen Walker Family Trust (175)34,000*34,000–*
Steven Chapin & Kristin Chapin Family Trust (176)200,0001.4%200,000–*
Tanvir Ali Master (177)19,600*19,600–*
Targeted Investments 2028 LLC (178)19,600*19,600–*
The Alfie Trust D/O/E 5/10/12 (179)17,000*17,000–*
The Blair Family Trust u/a dtd 3-21-2011 (180)20,000*20,000–*
The Fein Family Trust (181)17,000*17,000–*
The Handler Revocable Trust (182)17,000*17,000–*
Todd G. Bari (183)19,600*19,600–*
Todd J. Anderson (184)19,600*19,600–*
Ungkeun A. Lee (185)19,600*19,600–*
Uwe Uhmeyer (186)43,442*15,60027,842*
Valley High Limited Partnership (187)284,0002.0%284,000–*
Wendell Young (188)19,600*19,600–*
William A. Clifford (189)17,000*17,000–*
William E. Marx (190)19,600*19,600–*
YKA Partners LLC (191)34,000*34,000–*
Yogesh Gupta (192)19,600*19,600–*
Zhuge Liang LLC (193)20,000*20,000–*
   12,095,682  
      
* Represents beneficial ownership of less than one percent.
_____________________
 ●
11,323,259Consists of (i) 24,350 shares of ourcommon stock, (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 287,500 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
2Consists of (i) 18,800 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 85,000 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
3Consists of (i) 404,796 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 79,499 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
4Consists of (i) 9,300 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 35,000 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
5Consists of (i) 62,761 shares of common stock, (ii) 22,183 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. The foregoing common stock and warrants are held by Beadore Trust dated March 20, 2015. Mr. Baum has voting and investment control over the securities held thereby.
6Consists of (i) 190,853 shares of common stock, (ii) 121,950 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. 53,861 shares of common stock are reserved for issuance under various outstanding option agreements, atheld directly by Dr. Bell. 58,192 shares of common stock are held by the Bell Family Trust. 43,150 shares of common stock are issuable upon the exercise of warrants held by the Bell Family Trust. Dr. Bell is a weighted average exercise pricetrustee and beneficiary of $6.378 per share;the Bell Family Trust and has voting and investment control over the securities held thereby.
7Consists of (i) 23,311 shares of common stock, (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
8●1,617,376Consists of (i) 1,233,177 shares of our common stock at a weighted average exercise price of $4.456 per share, are reserved for issuance under various outstanding warrant agreements; and

●219,580 (ii) 696,449 shares of our common stock have been reserved for the issuancethat may be acquired from us upon exercise of awards under our 2013 Equity Incentive Plan.

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Charter Documents

The following is a summary of certain provisions of Delaware law, our Certificate of Incorporation and our bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our Certificate of Incorporation and bylaws.

Effect of Delaware Anti-Takeover Statute.  We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law.  In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder, unless:

·prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

·upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock ownedwarrants. The warrants held by the interested stockholder) those shares owned by persons who are directors and officers and by excluding employee stock plans in which employee participants do not have the right to determine whether shares held subjectMr. Appel may be exercised only to the plan will be tendered in a tender or exchange offer; or

·on or subsequent toextent that date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines “business combination” to include the following:

·any merger or consolidation involving the corporation and the interested stockholder;

·any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

·subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

·subject to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

·the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

Our Charter Documents.  Our charter documents include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.  Certain of these provisions are summarized in the following paragraphs.

Effects of authorized but unissued common stock and blank check preferred stock.  One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management.  If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our Certificate of Incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock.  The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock.  The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our Company.

Cumulative Voting.  Our Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.

No Stockholder Action by Written Consent.  Our Certificate of Incorporation expressly prohibits stockholders from acting by written consent.  This means that stockholders may only act at annual or special meetings.

Vacancies.  Our Certificate of Incorporation provides that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Special Meeting of Stockholders.  A special meeting of stockholders may only be called by the Chairman of the board of directors, the Chief Executive Officer, or the board of directors at any time and for any purpose or purposes as shall be stated in the notice of the meeting, and shall be called by the Secretary upon the written request of the holders of record of at least 25% of the outstanding shares of common stock.  This provision could prevent stockholders from calling a special meeting because, unless certain significant stockholders were to join with them, they might not obtain the percentage necessary to request the meeting.  Therefore, stockholders holding less than 25% of the issued and outstanding common stock, without the assistance of management, may be unable to propose a vote on any transaction that would delay, defer or prevent a change of control, even if the transaction were in the best interests of our stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals.  Our Certificate of Incorporation and bylaws have advance notice procedures with respect to stockholder proposals and nominations of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board.  The business to be conducted at a meeting will be limited to business properly brought before the meeting, in accordance with our Certificate of Incorporation and bylaws.  Failure to follow the procedures set forth in our Certificate of Incorporation and bylaws will result in the chairman of the meeting disregarding the nomination or declaring that the proposed business will not be transacted.

Limitations on Directors’ Liability

Our certificate of incorporation and bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by Delaware law.

In addition, as permitted by Delaware law, our certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of the director’s fiduciary duty as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of the director’s fiduciary duty as a director, except that a director will be personally liable for:

●any breach of his or her duty of loyalty to us or our stockholders;
●acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
●the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or
●any transaction from which the director derived an improper personal benefit.

This provision does not affect a director’s liability under the federal securities laws.

Disclosure of SEC Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and persons controlling us, we understand that it is the SEC’s opinion that such indemnification is against public policy as expressed in the Securities Act and may therefore be unenforceable.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently or together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities.

We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into the warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the United States and a combined capital and surplus of at least $50,000,000. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus relating to a particular series of warrants.

We will describe in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, as applicable, the terms of the series of warrants, including, but not limited to:

·the offering price and aggregate number of warrants offered;

·the currency for which the warrants may be purchased;

·if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

·if applicable, the date on and after which the warrants and the related securities will be separately transferable;

·in the case of warrants to purchase common stock or preferred stock, thetotal number of shares of common stock or preferred stock, asthen beneficially owned by Mr. Appel does not exceed 9.99% of the caseoutstanding shares of our common stock.
9The warrants held by Mr. Appel may be purchasable uponexercised only to the exerciseextent that the total number of one warrantshares of common stock then beneficially owned by Mr. Appel does not exceed 9.99% of the outstanding shares of our common stock.

10Special Situations Fund III QP, L.P. (QP) is the registered holder of 677,434 shares of common stock, 763,692 shares of Preferred Stock, and 595,202 warrants to purchase common stock. Special Situations Cayman Fund, L.P. (Cayman) is the price at which theseregistered holder of 196,927 shares of common stock, 221,994 shares of Preferred Stock, and 173,020 warrants to purchase common stock. Special Situations Technology Fund, L.P. (Tech) is the registered holder of 70,431 shares of common stock, 79,391 shares of Preferred Stock, and 61,878 warrants to purchase common stock. Special Situations Technology Fund II, L.P. (TechII) is the registered holder of 402,143 shares of common stock, 453,353 shares of Preferred Stock, and 353,330 warrants to purchase common stock. The Preferred Stock holds no voting rights and may be purchased upon such exercise;

·converted into common stock only to the warrant agreement under whichextent that the warrants will be issued;

·total number of shares of common stock then beneficially owned does not exceed 9.99% of the effect of any merger, consolidation, sale or other dispositionoutstanding shares of our business oncommon stock. The warrants held by the warrant agreementfunds listed above may be exercised only to the extent that the total number of shares of common stock then beneficially owned by those funds and their affiliates does not exceed 9.99%, in the warrants;

·anti-dilution provisionsaggregate, of the warrants, if any;outstanding shares of our common stock. AWM Investment Company, Inc. (AWM) is the investment adviser to QP, Cayman, Tech and TechII. Austin W. Marxe, David M. Greenhouse and Adam C. Stettner are the principal owners of AWM. Through their control of AWM, Messrs. Marxe, Greenhouse and Stettner share voting and investment control over the portfolio securities of each of the funds listed above.

·
11The Preferred Stock holds no voting rights and may be converted into common stock only to the termsextent that the total number of any rightsshares of common stock then beneficially owned does not exceed 9.99% of the outstanding shares of common stock. The warrants held by the funds listed in footnote 10, may be exercised only to redeem or call the warrants;

·any provisions for changes to or adjustmentsextent that the total number of shares of common stock then beneficially owned by such funds does not exceed 9.99%, in the exercise price or numberaggregate, of securities issuablethe outstanding shares of common stock.
12Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of the warrants;warrants.

·the dates on which the right to exercise the warrants will commence
13Consists of (i) 9,800 shares of common stock and expire or, if the warrants are not continuously exercisable during(ii) 9,800 shares of common stock that period, the specific date or dates on which the warrants will be exercisable;

·the manner in which the warrant agreement and warrants may be modified;

·the identities of the warrant agent and any calculation or other agent for the warrants;

·federal income tax consequences of holding or exercising the warrants;

·the terms of the securities issuableacquired from us upon exercise of the warrants;warrants.

·any securities exchange or quotation system on which the warrants or any securities deliverable
14Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of the warrantswarrants.
15Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be listed; and

·any other specific terms, preferences, rights or limitationsacquired from us upon exercise of or restrictions on the warrants.

Before exercising their warrants, holders
16Consists of (i) 360,000 shares of common stock and (ii) 360,000 shares of common stock that may be acquired from us upon exercise of warrants.
17Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
18Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
19Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
20Consists of (i) 29,580 shares of common stock and (ii) 29,580 shares of common stock that may be acquired from us upon exercise of warrants.
21Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
22Consists of (i) 40,000 shares of common stock and (ii) 57,260 shares of common stock that may be acquired from us upon exercise of warrants.
23Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants.
24Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
25Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
26Consists of (i) 50,000 shares of common stock and (ii) 50,000 shares of common stock that may be acquired from us upon exercise of warrants.
27Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
28Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
29Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
30Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
31Consists of (i) 15,760 shares of common stock and (ii) 15,760 shares of common stock that may be acquired from us upon exercise of warrants.
32Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
33Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
34Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
35Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
36Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
37Consists of (i) 17,000 shares of common stock and (ii) 120,776 shares of common stock that may be acquired from us upon exercise of warrants.
38Consists of (i) 17,000 shares of common stock and (ii) 20,596 shares of common stock that may be acquired from us upon exercise of warrants.
39Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
40Consists of (i) 17,000 shares of common stock and (ii) 19,877 shares of common stock that may be acquired from us upon exercise of warrants.
41Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
42Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
43Consists of (i) 29,580 shares of common stock and (ii) 29,580 shares of common stock that may be acquired from us upon exercise of warrants.


44Consists of (i) 60,418 shares of common stock and (ii) 60,418 shares of common stock that may be acquired from us upon exercise of warrants. 29,966 shares of common stock and warrants are held directly by Mr. Berry. 30,452 shares of common stock and warrants are held by NFS/FMTC Rollover IRA FBO Denis Berry.
45Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
46Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
47Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants.
48Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
49Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants.
50Consists of (i) 11,834 shares of common stock and (ii) 11,834 shares of common stock that may be acquired from us upon exercise of warrants.
51Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
52Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants.
53Consists of (i) 13,800 shares of common stock and (ii) 13,800 shares of common stock that may be acquired from us upon exercise of warrants.
54Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
55Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
56Consists of (i) 120,000 shares of common stock and (ii) 120,000 shares of common stock that may be acquired from us upon exercise of warrants.
57Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants.
58Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
59Consists of (i) 15,770 shares of common stock and (ii) 15,770 shares of common stock that may be acquired from us upon exercise of warrants.
60Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
61Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
62Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
63Consists of (i) 42,000 shares of common stock and (ii) 42,000 shares of common stock that may be acquired from us upon exercise of warrants.
64Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
65Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
66Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
67Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
68Consists of (i) 37,000 shares of common stock and (ii) 37,000 shares of common stock that may be acquired from us upon exercise of warrants.
69Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
70Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
71Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
72Consists of (i) 50,000 shares of common stock and (ii) 50,000 shares of common stock that may be acquired from us upon exercise of warrants.
73Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants.
74Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants.
75Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants.
76Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants.
77Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants.
78Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
79Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
80Consists of (i) 37,000 shares of common stock and (ii) 37,000 shares of common stock that may be acquired from us upon exercise of warrants.
81Consists of (i) 20,000 shares of common stock and (ii) 34,383 shares of common stock that may be acquired from us upon exercise of warrants.
82Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
83Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
84Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
85Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.

86Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
87Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
88Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
89Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
90Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
91Consists of (i) 13,800 shares of common stock and (ii) 13,800 shares of common stock that may be acquired from us upon exercise of warrants.
92Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
93Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
94Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
95Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
96Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants.
97Consists of (i) 59,170 shares of common stock and (ii) 59,170 shares of common stock that may be acquired from us upon exercise of warrants.
98Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
99Consists of (i) 25,000 shares of common stock and (ii) 25,000 shares of common stock that may be acquired from us upon exercise of warrants.
100Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
101Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
102Consists of (i) 11,834 shares of common stock and (ii) 11,834 shares of common stock that may be acquired from us upon exercise of warrants.
103Consists of (i) 34,000 shares of common stock and (ii) 62,766 shares of common stock that may be acquired from us upon exercise of warrants.
104Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
105Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
106Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
107Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
108Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
109Consists of (i) 15,000 shares of common stock and (ii) 15,000 shares of common stock that may be acquired from us upon exercise of warrants.
110Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
111Consists of (i) 59,100 shares of common stock and (ii) 59,100 shares of common stock that may be acquired from us upon exercise of warrants.
112Consists of (i) 135,000 shares of common stock and (ii) 135,000 shares of common stock that may be acquired from us upon exercise of warrants.
113Consists of (i) 59,170 shares of common stock and (ii) 59,170 shares of common stock that may be acquired from us upon exercise of warrants.
114Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
115Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
116Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
117Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
118Consists of (i) 25,000 shares of common stock and (ii) 25,000 shares of common stock that may be acquired from us upon exercise of warrants.
119Consists of (i) 65,000 shares of common stock and (ii) 75,787 shares of common stock that may be acquired from us upon exercise of warrants.
120Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
121Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
122Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants.
123Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
124Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
125Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
126Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
127Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.
128Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.

129Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
130Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
131Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
132Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
133Consists of (i) 126,600 shares of common stock and (ii) 126,600 shares of common stock that may be acquired from us upon exercise of warrants.
134Consists of 237,170 shares of common stock that may be acquired from us upon exercise of warrants.
135Consists of (i) 30,000 shares of common stock and (ii) 30,000 shares of common stock that may be acquired from us upon exercise of warrants.
136Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
137Consists of (i) 20,000 shares of common stock and (ii) 77,668 shares of common stock that may be acquired from us upon exercise of warrants.
138Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants.
139Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
140Consists of (i) 48,000 shares of common stock and (ii) 48,000 shares of common stock that may be acquired from us upon exercise of warrants.
141Consists of (i) 17,000 shares of common stock and (ii) 73,683 shares of common stock that may be acquired from us upon exercise of warrants.
142Consists of (i) 88,400 shares of common stock and (ii) 88,400 shares of common stock that may be acquired from us upon exercise of warrants.
143Consists of (i) 39,400 shares of common stock and (ii) 39,400 shares of common stock that may be acquired from us upon exercise of warrants.
144Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
145Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
146Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
147Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
148Consists of (i) 14,000 shares of common stock and (ii) 14,000shares of common stock that may be acquired from us upon exercise of warrants.
149Consists of (i) 11,830 shares of common stock and (ii) 11,830 shares of common stock that may be acquired from us upon exercise of warrants.
150Consists of (i) 12,000 shares of common stock and (ii) 12,000 shares of common stock that may be acquired from us upon exercise of warrants.
151Consists of (i) 7,800 shares of common stock and (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants.
152Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
153Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants.
154Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
155Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
156Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
157Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
158Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
159Consists of (i) 12,600 shares of common stock and (ii) 12,600 shares of common stock that may be acquired from us upon exercise of warrants.
160Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
161Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
162Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
163Consists of (i) 85,000 shares of common stock and (ii) 85,000 shares of common stock that may be acquired from us upon exercise of warrants.
164Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
165Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
166Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants.
167Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants.
168Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
169Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
170Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
171Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants.

172Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants.
173Consists of (i) 17,000 shares of common stock and (ii) 18,438 shares of common stock that may be acquired from us upon exercise of warrants.
174Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
175Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
176Consists of (i) 100,000 shares of common stock and (ii) 100,000 shares of common stock that may be acquired from us upon exercise of warrants.
177Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
178Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
179Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
180Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.
181Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
182Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
183Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
184Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
185Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
186Consists of (i) 17,117 shares of common stock and (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants and (iii) 18,525 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017.
187Consists of (i) 142,000 shares of common stock and (ii) 142,000 shares of common stock that may be acquired from us upon exercise of warrants.
188Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
189Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants.
190Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
191Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants.
192Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants.
193Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants.


PLAN OF DISTRIBUTION
The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including in the case of warrants to purchase common stock or preferredinterests in shares of common stock received after the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

This summary and any descriptiondate of warrants in the applicablethis prospectus supplement, information incorporated by reference or related free writing prospectus is subject to and is qualified in its entirety by reference to all the provisions of any specific warrant document or agreement, which we will file with the SEC for incorporation by reference into this prospectus. See “Where You Can Find More Information” and “Incorporation of Documents by Reference” for information on how to obtainfrom a copy of a warrant document when it is filed.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus at the exercise price that we describe in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus. Unless we otherwise specify in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, holders of the warrants may exercise the warrants at any time up to 5:00 p.m. Eastern Time on the expiration date that we set forth in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus. We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, the information that the holder of the warrant will be required to deliver to the warrant agent.

Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the securities purchasable upon exercise of the warrant.  

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceability of Rights By Holders of Warrants

Any warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance with their terms.

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

No warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualifyselling stockholder as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.

Calculation Agent

Calculations relating to warrantsgift, pledge, partnership distribution or other transfer, may, be made by a calculation agent, an institution that we may appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name the institution that we have appointed, if applicable, to act as the calculation agent for that warrant as of the original issue date for that warrant. We may appoint a different institution to serve as calculation agent from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the original issue date without the consentregistration statement of which this Prospectus is a part is declared effective by the SEC;

through the writing or notificationsettlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the holders.

The calculation agent’s determinationselling stockholders to sell a specified number of such shares at a stipulated price per share;


a combination of any amountsuch methods of money payable or securities deliverable with respect to a warrant will be finalsale; and binding in the absence of manifest error.

PLAN OF DISTRIBUTION

We


any other method permitted by applicable law.

The selling stockholders may, sell the securities offered by this prospectus from time to time, in onepledge or more transactions, including without limitation:

·directly to one or more purchasers;
·through agents;

·to or through underwriters, brokers or dealers;
·through a rights offering; or
·through a combination of any of these methods.

A distribution of the securities offered by this prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants, subscriptions, exchangeable securities, forward delivery contracts and the writing of options.

In addition, the mannergrant a security interest in which we may sell some or all of the securities coveredshares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include without limitation, through:

·a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction;
·purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
·ordinary brokerage transactions and transactions in which a broker solicits purchasers;
·sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and
·sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

Wethe pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into hedging transactions. For example, we may:

·enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the common shares pursuant to this prospectus, in which case such broker-dealer or affiliate may use common shares received from us, as applicable, to close out its short positions;
·enter into option or other types of transactions that require us to deliver common shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the common shares under this prospectus; or
·loan or pledge the common shares to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus.

In addition, we may enter into derivative or hedging transactions with third parties,broker-dealers or sellother financial institutions or the creation of one or more derivative securities not covered which require the delivery to such broker-dealer or other financial institution of shares offered


by this prospectus, to third parties in privately negotiated transactions. In connection withwhich shares such a transaction, the third partiesbroker-dealer or other financial institution may sell securities covered by andresell pursuant to this prospectus and an applicable prospectus supplement, information incorporated by reference, related free writing prospectus,(as supplemented or pricing supplement, asamended to reflect such transaction).

The aggregate proceeds to the case may be. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement, information incorporated by reference or related free writing prospectus to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement, information incorporated by reference, related free writing prospectus, or pricing supplement, as the case may be.

We will describe the terms of the offering of the securities in a prospectus supplement, information incorporated by reference or related free writing prospectus, including: 

·the name or names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any;

·the public offering price or purchase price of the securities and the net proceeds to be received by usselling stockholders from the sale;
·any delayed delivery arrangements;
·any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
·any discounts or concessions allowed or reallowed or paid to dealers; and
·any securities exchange or markets on which the securities may be listed.

The offer and sale of the securities described in this prospectuscommon stock offered by us,them will be the underwriterspurchase price of the common stock less discounts or commissions, if any. Each of the third parties described above may be effected from timeselling stockholders reserves the right to time in one or more transactions, including privately negotiated transactions, either:

·at a fixed price or prices, which may be changed;
·at market prices prevailing at the time of sale;
·at prices related to the prevailing market prices; or
·at negotiated prices.

To the extent required, this prospectus may be amended or supplementedaccept and, together with their agents from time to time, to describereject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.


The selling stockholders also may resell all or a specific planportion of distribution.

General

Any public offering pricethe shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


The selling stockholders and any discounts, commissions, concessionsunderwriters, broker-dealers or other items constituting compensation allowed or reallowed or paid to underwriters, dealers, agents or remarketing firms may be changed from time to time. Underwriters, dealers, agents and remarketing firms that participate in the distributionsale of the offered securitiescommon stock or interests therein may be “underwriters” as defined in"underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or commissionsprofit they receive from us andearn on any profits they receive on the resale of the offered securitiesshares may be treated as underwriting discounts and commissions under the Securities Act. We will identify any underwriters, agents or dealers and describe their commissions, fees or discounts inSelling stockholders who are "underwriters" within the applicable prospectus supplement, information incorporated by reference, related free writing prospectus or pricing supplement, as the case may be.

Underwriters and Agents

If underwriters are used in a sale, they will acquire the offered securities for their own account. The underwriters may resell the offered securities in one or more transactions, including negotiated transactions. These sales may be made at a fixed public offering price or prices, which may be changed, at market prices prevailing at the timemeaning of Section 2(11) of the sale, at prices related to such prevailing market price or at negotiated prices. We may offer the securities to the public through an underwriting syndicate or through a single underwriter. The underwriters in any particular offering will be mentioned in the applicable prospectus supplement, information incorporated by reference, related free writing prospectus or pricing supplement, as the case may be.

Unless otherwise specified in connection with any particular offering of securities, the obligations of the underwriters to purchase the offered securitiesSecurities Act will be subject to certain conditions containedthe prospectus delivery requirements of the Securities Act.


To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an underwriting agreementaccompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will enter into with the underwriters at the timemake copies of the sale to them. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased, unless otherwise specified in connection with any particular offering of securities. Any initial offering price and any discounts or concessions allowed, reallowed or paid to dealersthis prospectus (as it may be changedsupplemented or amended from time to time.

We may designate agentstime) available to sell the offered securities. Unless otherwise specified in connection with any particular offering of securities, the agents will agree to use their best efforts to solicit purchasesselling stockholders for the periodpurpose of their appointment. We may also sellsatisfying the offered securities to one or more remarketing firms, acting as principals for their own accounts or as agents for us. These firms will remarket the offered securities upon purchasing them in accordance with a redemption or repayment pursuant to the termsprospectus delivery requirements of the offered securities. A prospectus supplement or pricing supplement, asSecurities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the case may be will identify any remarketing firm and will describesale of the terms of its agreement, if any, with us and its compensation. 

In connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which they will receive our outstanding securities in consideration forshares against certain liabilities, including liabilities arising under the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.

Dealers

Securities Act.


We may sell the offered securities to dealers as principals. We may negotiate and pay dealers’ commissions, discounts or concessions for their services. The dealer may then resell such securities to the public either at varying prices to be determined by the dealer or at a fixed offering pricehave agreed to with us atindemnify the time of resale. Dealers engaged by us may allow other dealers to participate in resales.

Direct Sales

We may choose to sell the offered securities directly. In this case, no underwriters or agents would be involved.

Institutional Purchasers

We may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement, information incorporated by reference, related free writing prospectus or pricing supplement, as the case may be, will provide the details of any such arrangement, including the offering price and commissions payable on the solicitations.

We will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.

Indemnification; Other Relationships

We may have agreements with agents, underwriters, dealers and remarketing firms to indemnify themselling stockholders against certain civil liabilities, including liabilities under the Securities Act. Agents, underwriters, dealersAct and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us instate securities laws, relating to the ordinary course of business. This includes commercial banking and investment banking transactions.

Market-Making, Stabilization and Other Transactions

There is currently no market for anyregistration of the shares offered securities, other than our common stock which is listed on The NASDAQ Capital Market. If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated to do so, and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities. by this prospectus.


We have noagreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without current plans for listingpublic information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the preferred stocksecurities have been sold or warrants on any securities exchange or quotation system; any such listing with respect to any particular preferred stock or warrants will be described in the applicable prospectus supplement, information incorporated by reference, related free writing prospectus or pricing supplement, as the case may be.

In connection with any offeringotherwise disposed of common stock, the underwriters may purchase and sell common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a short position. “Covered” short sales are sales of shares made in an amount uppursuant to the numberregistration statement of shares represented bywhich this prospectus forms a part or in a transaction in which the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchasestransferee receives freely tradable shares.

LEGAL MATTERS
The validity of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the securities.

In connection with any offering, the underwriters may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

LEGAL MATTERS

The validity of the issuance of the securitiesbeing offered hereby will be passed upon for us by DLA Piper LLP (US), Austin, Texas.

EXPERTS


EXPERTS
The audited financial statements as of December 31, 20132016 and 20122015 and for the years then ended incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Gumbiner Savett Inc., an independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing in giving said report.

WHERE YOU CAN FIND MOREMORE INFORMATION

This prospectus constitutes ais part of athe registration statement on Form S-3 we filed with the SEC under the Securities Act. As permitted byAct and does not contain all the SEC’s rules,information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and any prospectus supplement, which formyou should refer to the exhibits that are a part of the registration statement do not contain allor the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statementreports or otherwise filed with the SECother documents incorporated by reference into this prospectus for a more complete understandingcopy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the document or matter.

WeExchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read without charge, and copy the documentsany document we file at the SEC’s public reference rooms in Washington, D.C.Public Reference Room at 100 F Street, NE, Room 1580,N.E., Washington, DCD.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available tooperation of the public at no cost from the SEC’s website at http://www.sec.gov.

Public Reference Room.

INCORPORATION OF DOCUMENTSCERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporateincorporate by reference”reference the information we file with the SEC,it, which means that we can disclose important information to you by referring you to those documentsanother document that we have filed separately with the SEC. TheYou should read the information incorporated by reference hereinbecause it is consideredan important part of this prospectus. Any statementWe incorporate by reference the following information or documents that we have filed with the SEC (Commission File No.     001-36216):
our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 (filed on March 29, 2017);

•our Current Reports on Form 8-K filed on February 27, 2017 and March 15, 2017; and

the description of our common stock contained in a document which is incorporated by referenceour registration statement on Form 8-A, as filed with the SEC on November 21, 2013, including any amendments or reports filed for the purpose of updating such description.
Any information in this prospectus isany of the foregoing documents will automatically updated andbe deemed to be modified or superseded ifto the extent that information contained in this prospectus or informationin a later filed document that we later fileis incorporated or deemed to be incorporated herein by reference modifies or replaces such information.
We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all such reports filed after the date of the initial registration statement and prior to effectiveness of the registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this offering, modifies or replacesprospectus. Information in such future filings updates and supplements the information provided in this information. The following documentsprospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC arethat is incorporated by reference in this prospectus, except for any document or portion thereof deemed to be “furnished” and notincorporated herein by reference to the extent that statements in the later filed in accordance with SEC rules:

●our Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
●our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014;
●our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014;
●our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014;
●our Current Report on Form 8-K filed on January 8, 2014;
●our Current Report on Form 8-K filed on March 6, 2014;
●our Current Report on Form 8-K filed on May 13, 2014;
●our Current Report on Form 8-K filed on May 29, 2014;
●our Current Report on Form 8-K filed on August 13, 2014;
●our Current Report on Form 8-K filed on September 19, 2014;
●our Current Report on Form 8-K filed on November 12, 2014;
●our Definitive Proxy Statement on Schedule 14A filed on April 21 2014;
●the description of our common stock set forth in the prospectus filed pursuant to Rule 424(b)(3) on November 27, 2013, including any amendments or reports filed for the purpose of updating such description, as supplemented by the “Description of Capital Stock” found on page 7 of this prospectus; and
●all documents filed by Ideal Power Inc. under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the filing date of this initial registration statement and prior to the date of effectiveness of this registration statement, and on or after the date of this prospectus and before the termination of this offering shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents.

As explained above in “Where You Can Find More Information,” these incorporated documents (as well as other documents filed by us under the Exchange Act) are available at the SEC and may be accessed in a number of ways, including online via the Internet.

document modify or replace such earlier statements.


We will providefurnish without charge to each person including any beneficial owner, to whom a copy of this prospectus is delivered, upon his or her written or oral request, a copy of any or allthe documents referred to above whichthat have been or may be incorporated by reference into this prospectus, excludingincluding exhibits to those documents unless they are specifically incorporated by reference into thosethese documents.  Written or telephoneYou should direct any requests should be directedfor copies to:


Ideal Power Inc.

4120 Freidrich Lane, Suite 100

Austin, TX 78744

Attn.: Chief ExecutiveFinancial Officer

Tel: (512) 264-1542

We also maintain a web site at www.idealpower.com. The information on our website is not considered a part of, or incorporated by reference in, this prospectus or any other document we file with or furnish to the SEC.

PART



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item

ITEM 14. Other Expenses of Issuance and Distribution

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated costs and expenses payable by the CompanyRegistrant in connection with the issuance and distributionoffering of the securities being registered.  All the amounts shown are estimates, except for the SEC registration fee:

SEC registration fee $8,715.00 
Transfer agent’s fees and expenses $* 
Legal fees and expenses $* 
Printing fees and expenses $* 
Accounting fees and expenses $* 
Miscellaneous fees and expenses $* 
  $  
Total $* 

* Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus.

Itemfee.

SEC registration fee $4,486
Accounting fees and expenses 5,000
Legal fees and expenses 10,000
Transfer Agent fees and expenses 500
Miscellaneous 500
Total $20,486
ITEM 15. Indemnification of Officers and Directors

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides, in general, that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Our certificate of incorporation and bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the Delaware General Corporation Law, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification.

We have also obtained insurance covering our directors and officers for liability arising out of their respective actions.

Item

ITEM 16. Exhibits

a)Exhibits

Exhibit No.Description
1.1Form of Underwriting Agreement**
3.1Delaware Certificate of Conversion including Certificate of Incorporation(1)
3.2Bylaws of Ideal Power Inc.(2)
4.1Form of Specimen Stock Certificate Representing Common Stock**
4.2Form of Warrant and Warrant Agreement for Common Stock**
4.3Form of Warrant and Warrant Agreement for Preferred Stock**
4.4Form of Certificate of Designations, Rights and Preferences of Preferred Stock**
5.1Opinion of DLA Piper LLP (US)*
23.1Consent of Gumbiner Savett Inc., Independent Registered Public Accounting Firm*
23.2Consent of DLA Piper LLP (US)(included in Exhibit 5.1)*
24.1Power of Attorney (included on signature page of this Form S-3)*

*Filed herewith.
**To the extent applicable, to be filed as an exhibit to a document filed under the Exchange Act and incorporated by reference herein.
(1)Incorporate by reference to Exhibit 3.1 to the Registrant’s Form S-1 (Registration No. 333-190414) filed August 6, 2013.
(2)Incorporate by reference to Exhibit 3.2 to the Registrant’s Form S-1 (Registration No. 333-190414) filed August 6, 2013.

ItemEXHIBITS.

See the Exhibit Index which is incorporated herein by reference.
ITEM 17.  Undertakings

UNDERTAKINGS.

The undersigned registrantRegistrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

statement to:

(i) To  include any prospectus required by Section 10(a)(3) of the Securities Act;

Act of 1933;

(ii) To  reflect in the prospectus any facts or events arising after the effective date of thisthe registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thisthe registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in thisthe registration statement or any material change to such information in thisthe registration statement;

provided, however,, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrantRegistrant pursuant to Section 13 orand Section 15(d) of the Securities Exchange Act of 1934 as amended or the Exchange Act, that are incorporated by reference in thisthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thisthe registration statement;

statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

(A) Each prospectus filed by the registrantRegistrant pursuant to Rule 424(b)(3) shall be deemed to be part of thisthe registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of the Securities Act prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the

securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrantRegistrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned registrantRegistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrantRegistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrantRegistrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrantRegistrant or used or referred to by the undersigned registrant;

Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantRegistrant or its securities provided by or on behalf of the undersigned registrant;Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrantRegistrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’sRegistrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That, insofar

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the foregoing provisions, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Exchange Act and will be governed by the final adjudication of such issue.

SIGNATURES


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on December 1, 2014.

March 31, 2017.
 IDEAL POWER INC.
   
 By:
/s/ R. Daniel Brdar
  R. Daniel Brdar
  

Chief Executive Officer

(Principal Executive Officer)

By:/s/ Timothy Burns

Timothy Burns

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY
KNOW ALL MENPERSONS BY THESE PRESENTS that each personindividual whose signature appears below constitutes and appoints R. Daniel Brdar and Timothy Burns, and each of them, his true and lawful attorney-in-factattorneys-in-fact and agentagents with full power of substitution, and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any orand all amendments (including without limitation, post-effective amendments) to this Registration Statement, and to sign any relatedregistration statement for the same offering covered by the Registration Statement filedthat is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-factattorneys-in-fact and agent,agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully forto all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-factattorneys-in-fact and agent,agents or any of them, or his or their substitute or substitutes, for him, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

stated.

SignatureTitleDate
/s/ R. Daniel Brdar
 Chief Executive Officer, President and Chairman of the BoardDirectorDecember 1, 2014March 31, 2017
R. Daniel Brdar (Principal Executive Officer) 
    
/s/ Timothy Burns
 Chief Financial Officer, Secretary and TreasurerDecember 1, 2014March 31, 2017
Timothy Burns (Principal Financial and Accounting Officer) 
    
/s/ William C. Alexander Chief Technology Officer and DirectorDecember 1, 2014March 31, 2017
William C. Alexander   
    
/s/ Mark BaumLon E. Bell, Ph.D. DirectorInterim Chairman of the BoardDecember 1, 2014March 31, 2017
Mark BaumLon E. Bell, Ph.D.   
    
/s/ Lon BellMark L. Baum DirectorDecember 1, 2014March 31, 2017
Lon BellMark L. Baum   
    
/s/ David Eisenhaure DirectorDecember 1, 2014March 31, 2017
David Eisenhaure   

24



EXHIBIT INDEX
Exhibit Number   Incorporated by Reference Filed Herewith
 Exhibit Description Form File Number Exhibit Filing Date 
             
3.1 Delaware Certificate of Conversion including Certificate of Incorporation S-1 333-190414 3.1 August 6, 2013  
3.2 Bylaws of Ideal Power Inc. S-1 333-190414 3.2 August 6, 2013  
3.3 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock 8-K 001-36216 3.1 February 27, 2017  
4.1 Form of Warrant 8-K 001-36216 4.1 February 27, 2017  
5.1 Opinion of DLA Piper LLP (US)         X
10.1 Purchase Agreement, dated February 24, 2017 among the Registrant and the Investors party thereto 8-K 001-36216 10.1 February 27, 2017  
10.2 Form of Registration Rights Agreement between the Registrant and the Investors party thereto 8-K 001-36216 10.2 February 27, 2017  
10.3 Exchange Agreement, dated February 24, 2017, by and among the Company and the common stockholders listed in Schedule 1 thereto 8-K 001-36216 10.3 February 27, 2017  
23.1 Consent of Gumbiner Savett Inc., Independent Registered Public Accounting Firm         X
23.2 Consent of DLA Piper LLP (US) (included in Exhibit 5.1)         X
24.1 Power of Attorney (included on signature page)         X


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