UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2021

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

For the transition period from to

Commission File Number 001-36216

IDEAL POWER INC.

(Exact name of registrant as specified in its charter)


DELAWARE		14-1999058
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5508 Highway 290 West, Suite 120

Austin, Texas 78735

(Address and zip code of principal executive offices)

(512) 264-1542

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IPWR	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $74,578,861 as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the last sales price reported for such date on The Nasdaq Capital Market. For purposes of the foregoing calculation, all directors and executive officers of the registrant and holders of more than 10% of the registrant’s common equity are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 23, 2022, the issuer had 5,903,797 shares of common stock, par value $0.001, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this Annual Report on Form 10-K is incorporated herein by reference from the registrant’s definitive proxy statement relating to the 2022 annual meeting of stockholders, which shall be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021.


PART I.	5
ITEM 1: BUSINESS	5
ITEM 1A: RISK FACTORS	9
ITEM 1B: UNRESOLVED STAFF COMMENTS	19
ITEM 2: PROPERTIES	19
ITEM 3: LEGAL PROCEEDINGS	19
ITEM 4: MINE SAFETY DISCLOSURES	19
PART II.	19
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	19
ITEM 6: [RESERVED]	20
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	43
ITEM 9A: CONTROLS AND PROCEDURES	44
ITEM 9B: OTHER INFORMATION	44
ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	45
PART III.	45
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	45
ITEM 11: EXECUTIVE COMPENSATION	45
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	45
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	45
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES	45
PART IV.	45
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES	45
ITEM 16: FORM 10-K SUMMARY	48
Signatures	49


For the Year Ended December 31,
2022	$	76,482
2023		78,517
2024		80,552
2025		82,587
2026		56,132
Total lease payments	$	374,270
Less: imputed interest		(47,822)
Total lease liability	$	326,448

/s/ BPM LLP
We have served as the Company's auditor since 2013.
Santa Monica, California
March 25, 2022

/s/ Gumbiner Savett Inc.
We have served as the Company's auditor since 2013.
Santa Monica, California
March 26, 2021


	December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	23,170,149	$	3,157,256
Accounts receivable, net		233,262		170,287
Prepayments and other current assets		43,900		118,883
Total current assets		23,447,311		3,446,426

Property and equipment, net		56,158		37,125
Intangible assets, net		2,055,650		1,568,903
Right of use asset		307,172		79,719
Other assets		11,189		—
Total assets	$	25,877,480	$	5,132,173
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	130,500	$	101,984
Accrued expenses		353,507		475,487
Current portion of lease liability		58,864		82,055
Total current liabilities		542,871		659,526

Long-term debt		—		91,407
Long-term lease liability		267,584		—
Other long-term liabilities		917,100		552,031
Total liabilities		1,727,555		1,302,964

Commitments and contingencies (Note 8)

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2021 and 2020		—		—
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,893,767 shares issued and 5,892,446 shares outstanding at December 31, 2021; 3,265,7

SEC Form 10-K filed by Ideal Power Inc.