TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on December 29, 2022

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


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.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)
​Delaware​​14-1999058​
​
Delaware   14-1999058
(State ofor other jurisdiction of
(I.R.S. Employer

incorporation or organization)​		​​
(I.R.S. Employer
Identification No.)Number)
​
4120 Freidrich Lane,5508 Highway 290 West, Suite 100
120
Austin, TX 78744
Texas, 78735
(512) 264-1542
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​
R. Daniel Brdar

President and Chief Executive Officer

Ideal Power Inc.
4120 Freidrich Lane,
5508 Highway 290 West, Suite 100
120
Austin, TX 78744
Telephone Texas, 78735
(512) 264-1542
(Name, address, including zip code, and telephone number, including area code, of agent for service)​
​
CopyCopies to:
Ned A. Prusse
Perkins Coie LLP
1900 Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
Samer M. Zabaneh
Anna M. Denton
DLA Piper LLP (US)
401 Congress Avenue, Suite 2500
Austin, TX 78701
Telephone: (512) 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. obox: ☐
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. xbox: ☒
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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
​
Large accelerated filero
☐
​
​​
Accelerated filero
☐
​
​
​
Non-accelerated filero (Do not check if smaller reporting company)
☒
​
​​
Smaller reporting company
☒
​
​
​​​​
xEmerging growth company
☐
​
​
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 ofIf an emerging growth company, indicate by check mark if 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 timeregistrant has elected not to time byuse 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 issuableextended transition period for complying with respect to the shares being registered hereunder as a result of stock splits, stock dividendsany new or similar transactions.
(3) Estimated solely for the purposes of calculating the registration feerevised financial accounting standards provided pursuant to Rule 457(c) under theSection 7(a)(2)(B) of 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.Act. ☐

​
The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration 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 Statementthe 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.
​
​

TABLE OF CONTENTS


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 31, 2017DECEMBER 29, 2022
PROSPECTUS
PROSPECTUS[MISSING IMAGE: lg_idealpower-4c.jpg]
ipwrlogoa01.gif
IDEAL POWER INC.
12,095,682 Shares$50,000,000
Common Stock
Preferred Stock
Warrants
Units
​
This prospectus relates solely to the offer and saleWe may, from time to time ofin one or more offerings, offer and sell up to an$50,000,000 in the aggregate of 12,095,682 shares of our common stock by the selling stockholders identified in this prospectus or a supplement hereto. These shares consist of shares of our common stock that we issued to the selling stockholders pursuant to private placements of our common stock or upon the issuance of convertible preferred stock or upon the exercise of warrants to purchase our common stock.
This prospectus describes the general manner in which the shares of common stock, may be offeredpreferred stock, warrants and sold byunits, in any combination. The specific terms of the selling stockholders. If necessary, the specific manner in which shares of common stock may be offered and soldsecurities, including their offering prices, will be describedcontained in a supplementone or more supplements to this prospectus.
We are not offering any shares of common stock for sale under You should read this prospectus and we will not receive any prospectus supplement carefully before you invest. The securities may be sold to or through one or more underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis. See “Plan of the proceeds from the sale or other disposition of the shares of common stock offered hereby.
Distribution.”
Our common stock is listed on Thethe Nasdaq Capital Market (“Nasdaq”) under the symbol “IPWR.” On March 29, 2017,December 28, 2022, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.23.$10.11 per share.
As of November 16, 2022, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $81.1 million, based on the closing price of our common stock as reported on Nasdaq on November 16, 2022, as calculated in accordance with General Instruction I.B.6 of Form S-3.
​
Investing in our common stocksecurities involves risks. You should carefully consider the risks described underSee “Risk Factors” on page 4 of this prospectus, and in Item 1A of our most recent Annual Report on Form 10-K (which isthe documents which are incorporated by reference herein), as well asherein, and contained in the other information contained or incorporated by reference in this prospectus or in anyapplicable prospectus supplement hereto before making a decision to invest in our common stock. See “Where You Can Find More Information” below.and any related free writing prospectus.
​
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
​
The date of this prospectus is            ., 2022.


TABLE OF CONTENTS
​

TABLE OF CONTENTS
​​​Page​
Page
ABOUT THIS PROSPECTUS
5​​​​1​​
IDEAL POWER INC.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
6​​​​2​​
RISK FACTORS
6​​​​4​​
FORWARD-LOOKING STATEMENTS
OUR COMPANY
6​​​​5​​
USE OF PROCEEDS
8​​​​6​​
SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
8​​​​7​​
DESCRIPTION OF WARRANTS
​​​​11​​
DESCRIPTION OF UNITS
​​​​12​​
PLAN OF DISTRIBUTION
20​​​​13​​
LEGAL MATTERS
21​​​​15​​
EXPERTS
22​​​​15​​
WHERE YOU CAN FIND MORE INFORMATION
22​​​​15​​
INCORPORATION OF CERTAIN
INFORMATION INCORPORATED BY REFERENCE
22​​​​15​​

i
TABLE OF CONTENTS​

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $50,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer the securities described in this prospectus, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in or incorporated by reference into this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. This prospectus does not contain all the information provided in the registration statement filed with the SEC. You should rely only oncarefully read both this prospectus and any prospectus supplement (and any applicable free writing prospectuses), together with the additional information described below under “Where You Can Find More Information” and “Information Incorporated By Reference” before you make an investment decision
We have not authorized anyone to provide any information other than that we have providedcontained or incorporated by reference in this prospectus or in any applicable prospectus supplement and any relatedor free writing prospectus thatprepared by or on behalf of us or to which we may authorize to be provided tohave referred you. We have not authorized anyonetake no responsibility for, and can provide no assurance as to provide you with different information. No dealer, salesperson orthe reliability of, any other person is authorized toinformation that others may give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing 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 in jurisdictions where it is lawful to do so.
You should assume that the information appearing in this prospectus anyand the applicable prospectus supplement or any related free writingto this prospectus is accurate only as of the date on the front of the documentits respective cover 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 applicable prospectus supplement or any related free writing prospectus, or any sale of a security.


ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 thatunless 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 is 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.indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
This Any statement made in this prospectus contains summaries of certain provisions containedor in some of the documents described herein, but reference is madea document incorporated or deemed 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 exhibitsin this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the registrationextent that a statement of whichcontained in a prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus ismodifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.this prospectus. See “Information Incorporated By Reference.”
This prospectus and the information incorporated herein by referenceany accompanying prospectus supplements may include trademarks, servicesservice marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference intoin this prospectus or any applicableaccompanying prospectus supplement or any related free writing prospectuses are the property of their respective owners.
Unless the context otherwise requires, the termsindicates, references in this prospectus to “we,” “our,” “us,” “our, company,” and “Ideal Power” referand the “Company” are to Ideal Power Inc. The term “you” refers to a prospective investor.

1
IDEAL POWER INC.
TABLE OF CONTENTS​

We design, marketCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement and sell electrical power conversion products usingthe documents incorporated by reference herein and therein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, statements regarding our proprietary technology called Power Packet Switching ArchitectureTM,future financial performance, business condition and results of operations and pursuing additional government funding. Forward-looking statements give our current expectations or PPSATM. PPSATM is a power conversion technologyforecasts of future events. You can identify these statements by the fact that improves upon existing power conversion technologies in key product metrics,they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein. In particular, these include statements relating to future actions, prospective products, applications, customers, technologies, future performance or results of anticipated products, expenses, and financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
•
our history of losses;
​
•
our ability to generate revenue;
​
•
our limited operating history;
​
•
the size and weight while providing built-in isolationgrowth of markets for our technology;
​
•
regulatory developments that may affect our business;
​
•
our ability to successfully develop new technologies, particularly our bidirectional bipolar junction transistor, or B-TRAN™;
​
•
our expectations regarding the timing of prototype and bi-directionalcommercial fabrication of B-TRAN™ devices;
​
•
our expectations regarding the performance of our B-TRAN™ and multi-port capabilities. PPSATM utilizes standardized hardwarethe consistency of that performance with application specific embedded software. Our advanced technology is importantinitial prototypes as well as internal and third-party simulations;
​
•
the expected performance of future products incorporating our B-TRAN™;
​
•
the performance of third-party consultants and service providers whom we have and will continue to rely on to assist us in development of our B-TRAN™ and related drive circuitry;
​
•
the rate and degree of market acceptance for our B-TRAN™;
​
•
the time required for third parties to redesign, test and certify their products incorporating our B-TRAN™;
​
•
our ability to successfully commercialize our B-TRAN™ technology;
​
•
our ability to secure strategic partnerships with semiconductor fabricators and others related to our businessB-TRAN™ technology;
​
•
our ability to obtain, maintain, defend and we make significant investments in research and development and protectionenforce intellectual property rights protecting our technology;
​
•
the success of our intellectual property. Atefforts to manage cash spending, particularly prior to the commercialization of our B-TRAN™ technology;
​
•
general economic conditions and events, including inflation, and the impact they may have on us and our potential partners and licensees;
​
•
our ability to obtain adequate financing in the future, if and when we need it;
​
•
the impact of the novel coronavirus (COVID-19) on our business, financial condition and results of operations;
​

2
TABLE OF CONTENTS

•
our success at managing the risks involved in the foregoing items; and
​
•
other factors discussed in this prospectus, our Annual Report on Form 10-K for the year ended December 31, 2016, we have been granted 32 US patents2021, filed with the SEC on March 25, 2022, which is incorporated by reference herein, and six foreign patents related to PPSATM.our other filings with the SEC.

​
We sell our products primarily to systems integrators for inclusion in larger turn-key systems which enable end users to manage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy sourcesThe forward-looking statements are based upon management’s beliefs and forming their own microgrid. Our productsassumptions and are made as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by contract manufacturers to our specifications, enabling us to scale production to meet demandreference in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein. You should not place undue reliance on a cost-effective basis without requiring significant expenditures on manufacturing facilities and equipment. As our products establish a foothold in key power conversion markets, we may begin to focus on licensing our proprietary PPSAthese forward-looking statements.

3
TABLE OF CONTENTS​

TM-based product designs to OEMs to reach more markets and customers. We may seek to build a portfolio of relationships that generate license fees and royalties from OEMs for sales of their products which integrate PPSATM.RISK FACTORS
An investment in our securities involves risks. You should carefully consider the risks described in the sections entitled “Risk Factors” in any prospectus supplement and those set forth in documents incorporated by reference in this prospectus and any applicable prospectus supplement, as well as other information in this prospectus and any applicable prospectus supplement, before purchasing any of our securities. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment. Additional risks and uncertainties not known to us or that we deem immaterial may also impair our business, financial condition, results of operations and prospects.

4
TABLE OF CONTENTS​

OUR COMPANY
Ideal Power Inc. was formed in Texas on May 17, 2007 and converted to a Delaware corporation on July 15, 2013. The address
We are solely focused on the further development and commercialization of our corporate headquarters is 4120 Freidrich Lane,B-TRAN™ solid-state switch technology.
Our principal executive offices are located at 5508 Highway 290 West, Suite 100,120, Austin, Texas 7874478735 and our telephone number is (512) 264-1542. Our website can be accessed ataddress is www.idealpower.com. The foregoing website address is provided as an inactive textual reference only. The information containedprovided on or that may be obtained from, our website (or any other website referred to in this prospectus) is not part of this this prospectus and shallis not be deemed to be, aincorporated by reference as part of this prospectus.
 
RISK FACTORS
5
TABLE OF CONTENTS​
Investing

USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of any securities offered by us under this prospectus for general corporate purposes, which may include, among other things, repayment or refinancing of debt, acquisitions, working capital, capital expenditures, and repurchases or redemptions of securities. We will retain broad discretion over the allocation of net proceeds from the sale of any securities offered by us.

6
TABLE OF CONTENTS​

DESCRIPTION OF CAPITAL STOCK
The following description of our securities involvescapital stock is intended as a high degreesummary only. This description is based upon, and is qualified by reference to, our certificate of risk. Before deciding whetherincorporation, as amended to invest indate (our “certificate of incorporation”), our securities, youcertificate of designation of preferences, rights and limitations of Series A convertible preferred stock (our “certificate of designation”), our bylaws, as amended to date (our “bylaws”), and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). This summary is not complete. You should consider carefullyread our certificate of incorporation (including the riskscertificate of amendment thereto), our certificate of designation 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,bylaws, which are incorporated by reference intoas exhibits to the registration statement of which this prospectus in their entirety, together with other information in this prospectus,forms a part, for the documents incorporated by referenceprovisions that are important to you.
Authorized and any free writing prospectusOutstanding Capital Stock
Our certificate of incorporation provides 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 considerissue up 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 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 with 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 of50,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. 3,000,000 shares of our authorized preferred stock have been designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). As of December 28, 2022, we had outstanding 5,926,001 shares of common stock and no shares of preferred stock.
Common Stock
Each holder of our common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors, which means that the holders of a majority of the outstanding shares of our common stock will be entitled to elect all of the directors standing for election.
Holders of our common stock are entitled to such dividends as may be declared by our board of directors (our “Board”) out of funds legally available for such purpose, subject to any preferential dividend rights of any then outstanding preferred stock.
In the selling stockholders.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.
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. The shares of common stock are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully paid and non-assessable.
SELLING STOCKHOLDERSPreferred Stock
General
Our certificate of incorporation provides that our Board has the authority, without any further action by our stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more classes or series and to fix the powers, rights, preferences, and privileges of each class or series of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, which may be greater than the rights of the holders of the common stock.
The purpose of authorizing our Board to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on our common stock, diluting the voting power of our common stock or subordinating the liquidation rights of our common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

7
TABLE OF CONTENTS

Series A Preferred Stock
On February 23, 2017, Private Placement Financing
we filed our certificate of designation with the Secretary of State of the State of Delaware creating our Series A Preferred Stock and establishing the designations, preferences, and other rights of the Series A Preferred Stock, which became effective upon filing. Our Series A Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. Our Series A Preferred Stock has a stated value of $2.535. Holders of Series A Preferred Stock are entitled to receive dividends declared or paid on our common stock. The holders of the Series A Preferred Stock do not have the right to vote on any matter except to the extent required by Delaware law.
On February 24, 2017, we entered into a securities purchase agreement with the institutional and other accredited investors identified therein, 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 Stockcommon stock immediately following the consummation of the offering, an aggregate of 708,430 shares of our newly designated Series A ConvertiblePreferred Stock. As a result of the reverse stock split of the outstanding shares of our common stock by a ratio of one-for-ten, which was effected on August 15, 2019 (the “Reverse Stock Split”), each share of Series A Preferred Stock or the preferred stock. Each share of common stock or preferred stock was sold together with a warrantconvertible, subject 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 5,220,826certain beneficial ownership limitations described below, into shares of common stock on a ten-for-one basis. The 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 investors. We consummated the private placement on March 3, 2017.  Each of the investors in the private placement is a selling stockholder. For purposes of the table below, beneficial ownership is based on the securities held of record by the selling stockholders as of March 20, 2017.
In connection with the private placement, we enteredSeries A Preferred Stock were converted into a registration rights agreement, dated February 24, 2017, with the investors, pursuant to which we agreed to register for resale by the investors the70,843 shares of common stock the shares of common stock issuable upon conversion of the preferred stock and the shares of common stock issuable upon exercise of the warrants, purchased by the investors pursuant to the securities 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 events, 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 this prospectus is a part with the SEC pursuant to the registration rights agreement.in February 2019.
National Securities Corporation acted as placement agent in the financing. For its services as placement agent, we agreed to pay to National Securities Corporation a cash commission equal to 7.5% of the gross proceeds from the sale of the securities and issue it a three-year warrant to purchase that number of shares of common stock equal 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.

AlsoIn addition, on February 24, 2017, we entered into an exchange agreement with certain investors that are affiliates of AWM Investment Company or AWM,(the “Exchanging Stockholders”), pursuant to which we effected the exchange of 810,000 shares of common stock held by AWMthe Exchanging Stockholders for 810,000 shares of preferred stock. AWM hasSeries A Preferred Stock. Pursuant to the terms of the Series A Preferred Stock and as a result of the Reverse Stock Split, the Exchanging Stockholders had the right to convert the preferred stockSeries A Preferred Stock into shares of common stock on a one-for-oneten-for-one basis, subject to adjustment in the event of stock splits, recapitalizations and other similar events; provided, however, that the preferred stock cannotSeries A Preferred Stock could not be converted by AWMthe Exchanging Stockholders if, after giving effect thereto, AWMthe Exchanging Stockholders would beneficially own more than 9.99% of our common stock (the “Conversion Limitation”), The Conversion Limitation could have been increased or decreased by the Company’sExchanging Stockholders, but in no event would it exceed 9.99%, in each case calculated as provided in the certificate of designation establishing the Series A Preferred Stock.
The 810,000 shares of Series A Preferred Stock were converted into 81,000 shares of common stock. The holdersstock in December 2019.
Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Charter Documents
Provisions of Delaware law and our charter documents could have the effect of delaying or preventing a third party from acquiring us, even if the acquisition would benefit our stockholders. These provisions may delay, defer or prevent a tender offer or takeover attempt of our Company that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by the Board and to discourage types of transactions that may involve our actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of our outstanding shares, or an unsolicited proposal for the restructuring or sale of all or part of us.
Effect of Delaware Anti-Takeover Statute.   We are subject to Section 203 of the preferredDGCL, 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;
​

8
TABLE OF CONTENTS

•
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 owned 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 vote on any matter exceptdetermine whether shares held subject to the extent requiredplan will be tendered in a tender or exchange offer; or
​
•
on or subsequent to that date, the business combination is approved by Delaware law.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 662∕3% of the outstanding voting stock that is not owned by the interested stockholder.
​
Section 203 defines “business combination” to include the following:
•
Selling Stockholder Tableany 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.
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 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 were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board 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, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
In addition, our certificate of incorporation grants our Board broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The following table sets forthissuance of additional shares of preferred stock could decrease the amount of earnings and assets available for each selling stockholder, the name, the number and percentagedistribution 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 beneficially ownedto elect some directors.

9
TABLE OF CONTENTS

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, the chief executive officer, or the Board at any time and for any purpose or purposes as shall be stated in the notice of March 20, 2017, the maximummeeting, 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 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.
Exclusive Forum
Under our bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of our Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of our Company to our Company or our Company’s stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim arising pursuant to any provision of our certificate of incorporation or our bylaws or governed by the internal affairs doctrine.
In addition, our bylaws provide that unless we consent in writing to the selection of an alternative forum, the federal district court for the District of Delaware (or if such court does not have jurisdiction over such action, any other federal district court of the United States), to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any claims arising under the Securities Act.
Transfer Agent and Registrar
Our transfer agent and registrar for our common stock is EQ Shareowner Services.
Listing
Our common stock is listed on The Nasdaq Capital Market under the symbol “IPWR.”

10
TABLE OF CONTENTS​

DESCRIPTION OF WARRANTS
We may, from time to time, issue warrants for the purchase of common stock or preferred stock. Warrants may be issued independently or together with common stock or preferred stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as will be set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The summary of the terms of the warrants contained in this prospectus is not complete and is subject to, and is qualified in its entirety by, all provisions of the applicable warrant agreement.
Reference is made to the prospectus supplement relating to the particular issue of warrants offered pursuant to such prospectus supplement for the terms of and information relating to such warrants, including, where applicable:
•
the specific designation and aggregate number of, and the offering price at which we will issue, the warrants;
​
•
the currency or currency units in which the offering price, if any, and the exercise price are payable;
​
•
the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
​
•
whether the warrants are to be sold separately or with other securities as parts of units;
​
•
whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
​
•
any applicable material U.S. federal income tax consequences;
​
•
the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
​
•
the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
​
•
the designation and terms of any equity securities purchasable upon exercise of the warrants;
​
•
if applicable, the designation and terms of preferred stock or common stock with which the warrants are issued and the number of warrants issued with each security;
​
•
if applicable, the date from and after which any warrants issued as part of a unit and the related preferred stock or common stock will be separately transferable;
​
•
the number of shares of preferred stock or the number of shares of common stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;
​
•
if applicable, the minimum or maximum amount of the warrants 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 is based upon information provided to us by each selling stockholder for use in this prospectus. The information presented in the table is based on 13,996,782 shares of our common stock outstanding on March 20, 2017.exercised at any one time;
​
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power•
information with respect to securities. Unless otherwise indicated below,book-entry procedures, if any;
​
•
the antidilution provisions of, and other provisions for changes to our knowledge, the persons and entities namedor adjustment in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.  For purposesexercise price of, the table below, shares of common stock issuable pursuant to optionswarrants, if any;
​
•
any redemption or call provisions; and restricted stock held by a selling stockholder that can be acquired within 60 days of March 20, 2017 are deemed to be outstanding and to 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 purposesadditional terms of the table below, shares of common stockwarrants, including terms, procedures and percentage ownership listed in the following table assume that the warrants are currently exercisable and thus the shares of common stock underlying 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 selling stockholder.
Pursuantlimitations relating to the terms of warrants held by certain selling stockholders, the maximum number of shares that may be acquired by any such selling stockholder upon anyexchange or exercise of the warrants is limited to the extent necessary to ensure that, following such exercise, the total number of shares of common stock then beneficially owned by such selling stockholder and his affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the selling stockholder for purposes of Section 13(d) of the Exchange Act, does not exceed a stated percentage of our common stock specified in the selling stockholder’s warrant (either 4.99%, 9.99% or 19.99%).  Unless otherwise indicated, the shares of common stock and 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 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–*
11

TABLE OF CONTENTS​

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–*
DESCRIPTION OF UNITS

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.
_____________________
1Consists of (i) 24,350 shares of common 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 held 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 trustee and beneficiary of 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.
8Consists of (i) 1,233,177 shares of common stock and (ii) 696,449 shares of common stock that may be acquired from us upon exercise of warrants. The warrants held by Mr. Appel may be exercised only to the extent that the total number of shares of common stock then beneficially owned by Mr. Appel does not exceed 9.99% of the outstanding shares of our common stock.
9The warrants held by Mr. Appel may be exercised only to the extent that the total number of shares 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 registered 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 converted into common stock only to the extent that the total number of shares of common stock then beneficially owned does not exceed 9.99% of the outstanding shares of our common stock. The warrants held by the funds 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 aggregate, of the 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 extent that the total number of shares 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 the extent that the total number of shares of common stock then beneficially owned by such funds does not exceed 9.99%, in the aggregate, of the 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 warrants.
13Consists 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.
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 warrants.
15Consists 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.
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 common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer,We may, from time to time, sell,issue units comprised of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date or other specific circumstances occur. The summary of the terms of the units contained in this prospectus is not complete and is subject to, and is qualified in its entirety by, all provisions of the applicable unit agreements.
Any prospectus supplement related to any particular units will describe, among other things:
•
the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
​
•
any material provisions relating to the issuance, payment, settlement, transfer or otherwise disposeexchange of the units or of the securities comprising the units;
​
•
if appropriate, any special U.S. federal income tax considerations applicable to the units; and
​
•
any material provisions of the governing unit agreement that differ from those described above.
​
The applicable provisions described in this section, as well as those described under “Description of Capital Stock” and “Description of Warrants” will apply to each unit and to each security included in each unit, respectively.

12
TABLE OF CONTENTS​

PLAN OF DISTRIBUTION
We may sell the securities being offered hereby:
•
directly to one or more purchasers;
​
•
through agents;
​
•
through dealers;
​
•
through underwriters;
​
•
through a combination of any of the above methods of sale; or
​
•
through any other methods described in a prospectus supplement.
​
We will identify the specific plan of distribution, including any direct purchasers, agents, dealers, underwriters and, if applicable, their compensation, the purchase price, the net proceeds to us, the public offering price, and any discounts or allconcessions allowed or reallowed or paid to dealers, in a prospectus supplement.
The distribution 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 dispositionssecurities may be effected, from time to time, in one or more transactions, including block transactions, at-the-market offerings and transactions on Nasdaq or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at prevailing market prices prevailing at the time of sale, at prices relatedrelating to the prevailing market price,prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities.
Offers to purchase the securities may be solicited directly by us or by agents designated by us from time to time. We will, in the prospectus supplement relating to an offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.
If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell the securities to the dealer, as principal. The dealer, which may be deemed to be an underwriter as that term is defined in the Securities Act, may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. Dealer trading may take place in certain of the securities, including securities not listed on any securities exchange.
If an underwriter or underwriters are utilized in the sale, we will execute an underwriting agreement with the underwriters at the time of sale or at negotiated prices.

The selling stockholders may use any one or moreto them and the names of the following methods when disposing of shares or interests therein:

ordinary brokerage transactions and transactionsunderwriters will be set forth in the applicable prospectus supplement, which will be used by the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attemptunderwriters to sell the shares as agent, but may position and resell a portionmake resales 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 distributionsecurities in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the date the registration statementrespect of which this Prospectusprospectus is a part is declared effective bydelivered to the SEC;

throughpublic. The obligations of underwriters to purchase securities will be subject to certain conditions precedent and the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the selling stockholdersunderwriters will be obligated to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted by applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some orpurchase all of the sharessecurities of common stock owned by thema series if any are purchased.
We may directly solicit offers to purchase the securities, and if they default inwe may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within 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 provisionmeaning of the Securities Act amending the list of selling stockholderswith respect to include the 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 option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered

by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, 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 portion of the 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 underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

securities. To the extent required, the shares of our common stock to be sold,prospectus supplement will describe the names of the selling stockholders, the respective purchase prices and public offering prices, the namesterms of any such sales, including the terms of any bidding or auction process, if used.
Underwriters, dealers, agents dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying 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 stockand other persons 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 stockholdersentitled, under agreements 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 make copies of this prospectus (as it may be supplemented or amended from timeentered into with us, to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the sharesindemnification against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders againstcivil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that they may be required to make in respect thereof. Underwriters, dealers and state securities laws, relating toagents may engage in transactions with, or perform services for, us in the ordinary course of business.
Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the sharesExchange Act, and the

13
TABLE OF CONTENTS

applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

14
TABLE OF CONTENTS​​​​

LEGAL MATTERS
Unless otherwise stated in an accompanying prospectus supplement, the validity of the securities being offered by this prospectus.

We have agreed 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 public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the securities have been sold or otherwise disposed of pursuant to the registration statement of which this prospectus forms a part or in a transaction in which the transferee receives freely tradable shares.
LEGAL MATTERS
The validity of the common stock being offered hereby will be passed upon for us by DLA Piper LLP (US), Austin, Texas.Perkins Coie LLP. Counsel representing any underwriters, dealers or agents will be named in the applicable prospectus supplement.
EXPERTS

EXPERTS
The audited financial statements of Ideal Power Inc. as of December 31, 2016 and 20152021 and for the years thenyear ended December 31, 2021, incorporated in this Registration Statement on Form S-3 by reference in this prospectus and elsewhere into the registration statementAnnual Report on Form 10-K for the year ended December 31, 2021, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The audited financial statements of Ideal Power Inc. as of December 31, 2020 and for the year ended December 31, 2020, incorporated in this Registration Statement on Form S-3 by reference to the Annual Report on Form 10-K for the year ended December 31, 2020, have been so incorporated in reliance uponon the report of Gumbiner Savett Inc., an independent registered public accounting firm, upongiven on the authority of said firm as experts in accountingauditing and auditing in giving said report.accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is partWe file with, or furnish to, the SEC reports including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to those reports pursuant to Section 13(a) or 15(d) of the registration statementExchange Act. These reports are available free of charge on Form S-3our corporate website, www.idealpower.com, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Copies of any materials we filedfile with the SEC under the Securities Act and does not contain all thecan be obtained free of charge at www.sec.gov. The foregoing website addresses are provided as inactive textual references only. The information set forth in the registration statement. Whenever a reference is madeprovided on our website (or any other website referred to in this prospectus toor any of our contracts, agreements or other documents, the reference mayapplicable prospectus supplement) is not be complete and you should refer to the exhibits that are a part of the registration statementthis prospectus or the exhibits to the reports or other documentsany applicable prospectus supplement and is not incorporated by reference intoas part of this prospectus for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange 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 and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.applicable prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate“incorporate by referencereference” the information we file with it,them, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. You should read thethose documents. The information incorporated by reference because it is an importantconsidered to be part of this prospectus.prospectus and any accompanying prospectus supplement, and later information filed with the SEC will automatically update and supersede this information. We incorporate by reference the following information or documents that we havelisted below and all documents subsequently 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 our 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 any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is 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 under this prospectus and any prospectus supplement (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):
•
our Annual Report on Form 10-K for the securities made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previouslyyear ended December 31, 2021, filed with the SEC that is incorporated or deemedon March 25, 2022;
​
•
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 filed with the SEC on May 16, 2022, August 15, 2022 and November 14, 2022, respectively;
​
•
our Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting of Stockholders, filed with the SEC on April 29, 2022 (only with respect to information required to be incorporated hereinfiled by referencePart III of our Annual Report on Form 10-K for the year ended December 31, 2021);
​
•
our Current Reports on Form 8-K filed with the SEC on January 14, 2022, March 14, 2022, April 14, 2022 and June 17, 2022; and
​
•
the description of our common filed as Exhibit 4.5 to our Annual Report on Form 10-K for the extent that statements inyear ended December 31, 2019, filed with the later filed document modify or replace such earlier statements.SEC on March 31, 2020.
​

We will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral
15
TABLE OF CONTENTS

You may request a copy of the documentsthese filings (other than an exhibit to a filing unless that have beenexhibit is specifically incorporated by reference into this prospectus, including exhibitsthat filing) at no cost, by writing to these documents.  You should direct any requests for copies to: or telephoning us at the following address:

Ideal Power Inc.
4120 Freidrich Lane,
5508 Highway 290 West, Suite 100
120
Austin, TX 78744
Attn.:Texas, 78735
(512) 264-1542
Attention: Chief Financial Officer
Tel: (512) 264-1542

16

TABLE OF CONTENTS

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEMItem 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 Registrantus in connection with the offeringissuance and distribution of the securities being registered.covered by this Registration Statement, other than underwriting discounts and commissions. All amountsexpenses are estimates, exceptestimates.
​SEC Registration Fee​​​$5,510​​
​Printing Expenses​​​​​*​​
​Legal Fees and Expenses​​​​​*​​
​Accounting Fees and Expenses​​​​​*​​
​Transfer Agent and Registrar Fees and Expenses​​​​​*​​
​Trustee Fees and Expenses​​​​​*​​
​Stock Exchange and Other Listing Fees​​​​​*​​
​Miscellaneous​​​​​*​​
​Total​​​$​*​​
​
*
These expenses are calculated in part based on the SEC registration fee.number of issuances and the amount of securities offered and accordingly cannot be estimated at this time.
​
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
ITEMItem 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) 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 LawDGCL 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.
OurThe registrant’s certificate of incorporation, as amended, and bylaws provide that weit will indemnify ourits directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the Delaware General Corporation Law,DGCL, 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 ourthe registrant’s stockholders will be prospective only and will not adversely affect any limitation on the liability of any of ourthe registrant’s directors or officers existing as of the time of such repeal or modification.
The registrant’s certificate of incorporation, as amended, provides that no director is liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the
We have

II-1
TABLE OF CONTENTS

liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
The registrant has also obtained insurance covering ourits directors and officers for liability arising out of their respective actions.
Any underwriting agreement will provide for indemnification by the underwriters of the registrant and its officers and directors for certain liabilities arising under the Securities Act of 1933, as amended, or otherwise.

II-2
TABLE OF CONTENTS

ITEMItem 16.   EXHIBITS.
See the Exhibit Index which is incorporated herein by reference.
ITEM 17.  UNDERTAKINGS.
Exhibits.
The following exhibits are filed as part of this registration statement:
Exhibit No.​​Document​
1.1*​​Form of Underwriting Agreement.​
3.1​​Delaware Certificate of Conversion including Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Ideal Power Inc.’s Registration Statement on Form S-1/A, filed on August 6, 2013 (File No. 333-190414)).​
3.2​​Certificate of Amendment to the Certificate of Incorporation of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to Ideal Power Inc.’s Current Report on Form 8-K, filed on August 20, 2019 (File No. 001-36216)).​
3.3​​Second Amended and Restated Bylaws of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to Ideal Power Inc.’s Quarterly Report on Form 10-Q, filed on August 15, 2022 (File No. 001-36216)).​
3.4​​Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to Ideal Power Inc.’s Current Report on Form 8-K, filed on February 27, 2017 (File No. 001-36216)).​
4.1​​
Specimen Common Stock Certificate (incorporated by reference Exhibit 4.5 to Ideal Power Inc.’s Registration Statement on Form S-3 (File No. 333-235500), filed on December 13, 2019).
​
4.2*​​Form of Specimen Preferred Stock Certificate.​
4.3*​​Form of Certificate of Designation.​
4.4*​​Form of Warrant Agreement.​
4.5*​​Form of Unit Agreement.​
5.1��​​
Opinion of Perkins Coie LLP.
​
23.1†​​
Consent of BPM LLP, Independent Registered Public Accounting Firm
​
23.2†​​
Consent of Gumbiner Savett Inc., Independent Public Accounting Firm
​
23.3†​​
Consent of Perkins Coie LLP (included in Exhibit 5.1).
​
24.1†​​
Power of Attorney (included on the signature page hereto).
​
 107†​​
Filing Fee Table.
​
​
†
Filed herewith.
​
*
To be filed by amendment, as an exhibit to a Current Report on Form 8-K or by other applicable filing with the Securities and Exchange Commission to be incorporated by reference herein.
​

II-3
TABLE OF CONTENTS

Item 17.   Undertakings.
(a)   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 to:statement:
(i)
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
​
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of 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, or SEC, 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 the registration statement or any material change to such information in the registration statement;
​
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) aboveof this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the Registrantregistrant pursuant to Sectionsection 13 and Sectionor section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration 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 fideoffering 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 the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
​
(B) (ii)
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 Sectionsection 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 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 fideoffering 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
​

II-4
TABLE OF CONTENTS

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.
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,securities: the undersigned Registrantregistrant 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)
(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,(b)   The undersigned registrant hereby undertakes 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 fideoffering thereof.
(c)   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 CommissionSEC 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 of whether such indemnification by it is against public policy as expressed in the Securities Exchange Act of 1933 and will be governed by the final adjudication of such issue.
 
II-5
TABLE OF CONTENTS​
 
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 March 31, 2017.December 29, 2022.
IDEAL POWER INC.
By:
/s/ R. Daniel Brdar
​
​
IDEAL POWER INC.
By:Name:
R. Daniel Brdar
​
Title:
President and Chief Executive Officer
​
/s/ R. Daniel Brdar
R. Daniel Brdar
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individualEach person whose signature appears below hereby constitutes and appoints R. Daniel Brdar and Timothy Burns,, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to signexecute any and all amendments (including post-effective amendments) to this Registration Statement (including any post-effective amendments, and to sign any new registration statement forwith respect to the same offering covered by the Registration Statement that is to be effective upon filingcontemplated thereby filed pursuant to Rule 462(b) promulgated underof the Securities Act, and all post-effective amendments thereto,Act), and to file the same, with all exhibits thereto and allother documents in connection therewith, with the Securities and Exchange Commission, granting unto saidsuch attorneys-in-fact and agents, andwith full power of each of them,to act alone, 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,connection therewith, as fully tofor all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidsuch attorneys-in-fact and agents, or any of them, or his, her or their substitute or substitutes, 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 hasregistration statement and power of attorney have been signed by the following persons in the capacities and on the dates stated.indicated.

​
Signature​​Title​​Date
​
​
/s/ R. Daniel Brdar
​
R. Daniel Brdar
​​President, Chief Executive Officer President and DirectorMarch 31, 2017
R. Daniel Brdar
(Principal Executive Officer)		​​December 29, 2022​
​
/s/ Timothy W. Burns
​
Timothy W. Burns
​​Chief Financial Officer, Secretary and TreasurerMarch 31, 2017
Timothy Burns
(Principal Financial and Accounting Officer)		​​December 29, 2022​
​
/s/ WilliamMichael C. AlexanderTurmelle
​
Michael C. Turmelle
​Chief Technology Officer and Director​March 31, 2017
William C. Alexander
/s/ Lon E. Bell, Ph.D.Interim Chairman of the Board​March 31, 2017​December 29, 2022​
Lon E. Bell, Ph.D.​
/s/ Mark L. BaumDrue Freeman
​
Drue Freeman
​​Director​March 31, 2017​December 29, 2022​
Mark L. Baum​
/s/ David EisenhaureGregory Knight
​
Gregory Knight
​​Director​March 31, 2017​December 29, 2022​
David Eisenhaure​
/s/ Ted Lesster
​
Ted Lesster
​​
Director​​December 29, 2022​


EXHIBIT INDEX
II-6
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


-28-