Ideal Power Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

 

 

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On March 25, 2024, Ideal Power Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, as representative of the underwriters named therein (the “Underwriter”), relating to the underwritten public offering of 1,366,668 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 633,332 shares of Common Stock (the “Offering”). The public offering price was $7.50 per share of Common Stock and $7.499 per Pre-Funded Warrant, which warrants have an exercise price of $0.001 per share. The Pre-Funded Warrants expire when they are exercised in full.

 

In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to 300,000 additional shares of Common Stock. The net proceeds to the Company from the Offering are expected to be approximately $13.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, and assuming no exercise of the option. The Offering closed on March 28, 2024.

 

The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-269060) that was filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2022 and declared effective by the Commission on January 9, 2023. A preliminary and final prospectus supplement were filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”) on March 25, 2024 and March 27, 2024, respectively.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

 

The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

The legal opinion and consent of Perkins Coie LLP relating to the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

 

On March 25, 2024, the Company issued two press releases, the first announcing that it had commenced the Offering and the second announcing the pricing of the Offering. On March 28, 2024, the Company issued a press release announcing the closing of the Offering. Copies of press releases are filed as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

(d) Exhibits.

 

 

 

 

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