ipwr20251231

ipwr20251231_10k.htm

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, 2025

☐	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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 $37.5 million as of June 30, 2025, 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 25, 2026, the issuer had 12,089,389 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 2026 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, 2025.

PART I.	4
ITEM 1: BUSINESS	4
ITEM 1A: RISK FACTORS	8
ITEM 1B: UNRESOLVED STAFF COMMENTS	16
ITEM 1C: CYBERSECURITY	16
ITEM 2: PROPERTIES	17
ITEM 3: LEGAL PROCEEDINGS	17
ITEM 4: MINE SAFETY DISCLOSURES	17
PART II.	17
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6: [RESERVED]	17
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	22
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	37
ITEM 9A: CONTROLS AND PROCEDURES	37
ITEM 9B: OTHER INFORMATION	37
ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	38
PART III.	38
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	38
ITEM 11: EXECUTIVE COMPENSATION	38
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	38
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES	38
PART IV.	39
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES	39
ITEM 16: FORM 10-K SUMMARY	40
Signatures	41

For the Year Ended December 31,
2026	$	123,297
2027		126,703
2028		130,197
2029		88,579
Total lease payments		468,776
Less: imputed interest		(65,441	)
Total lease liability		403,335
Less: current portion of lease liability		(93,435	)
Long-term lease liability	$	309,900

	December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	6,129,049		$	15,842,850
Accounts receivable, net		24,000			692
Inventory		9,700			96,406
Prepayments and other current assets		377,901			356,658
Total current assets		6,540,650			16,296,606

Property and equipment, net		376,717			415,232
Intangible assets, net		2,687,466			2,611,998
Right of use asset		397,397			483,497
Other assets		44,459			19,351
Total assets	$	10,046,689		$	19,826,684
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	408,398		$	104,117
Accrued expenses		471,329			374,012
Current portion of lease liability		93,435			82,681
Total current liabilities		973,162			560,810

Long-term lease liability		309,900			403,335
Other long-term liabilities		886,538			1,007,375
Total liabilities		2,169,600			1,971,520

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, 2025 and 2024		—			—
Common stock, $0.001 par value; 50,000,000 shares authorized; 8,538,708 shares issued and 8,537,387 shares outstanding at December 31, 2025 and 8,336,812 shares issued and 8,335,491 shares outstanding at December 31, 2024		8,539			8,337
Additional paid-in capital		125,927,443			125,327,300
Treasury stock, at cost; 1,321 shares at December 31, 2025 and 2024, respectively		(13,210	)		(13,210	)
Accumulated deficit		(118,045,683	)		(107,467,263	)
Total stockholders’ equity		7,877,089			17,855,164
Total liabilities and stockholders’ equity	$	10,046,689		$	19,826,684

	For the Year Ended
	December 31,
	2025			2024
Revenue	$	37,728		$	86,032
Cost of revenue		60,408			93,409
Gross loss		(22,680	)		(7,377	)

Operating expenses:
Research and development		6,047,211			6,207,218
General and administrative		3,766,790			3,608,536
Sales and marketing		1,096,508			1,248,044
Total operating expenses		10,910,509			11,063,798

Loss from operations		(10,933,189	)		(11,071,175	)

Interest income, net		354,769			653,362

Net loss	$	(10,578,420	)	$	(10,417,813	)

Net loss per share – basic and diluted	$	(1.16	)	$	(1.28	)

Weighted average number of shares outstanding – basic and diluted		9,135,261			8,165,485

					Additional											Total
	Common Stock				Paid-In			Treasury Stock					Accumulated			Stockholders’
	Shares		Amount		Capital			Shares		Amount			Deficit			Equity
Balances at December 31, 2023		5,998,018	$	5,998	$	107,116,362			1,321	$	(13,210	)	$	(97,049,450	)	$	10,059,700
Issuance of common stock and pre-funded warrants		1,666,668		1,667		15,723,151			—		—			—			15,724,818
Exercise of options and warrants		575,829		576		1,119,938			—		—			—			1,120,514
Vesting of restricted stock units		96,297		96		(228,405	)		—		—			—			(228,309	)
Stock-based compensation		—		—		1,596,254			—		—			—			1,596,254
Net loss for the year ended December 31, 2024		—		—		—			—		—			(10,417,813	)		(10,417,813	)
Balances at December 31, 2024		8,336,812		8,337		125,327,300			1,321		(13,210	)		(107,467,263	)		17,855,164
Exercise of pre-funded warrants		110,000		110		—			—		—			—			110
Vesting of restricted stock units		91,896		92		(129,030	)		—		—			—			(128,938	)
Stock-based compensation		—		—		729,173			—		—			—			729,173
Net loss for the year ended December 31, 2025		—		—		—			—		—			(10,578,420	)		(10,578,420	)
Balances at December 31, 2025		8,538,708	$	8,539	$	125,927,443			1,321	$	(13,210	)	$	(118,045,683	)	$	7,877,089

SEC Form 10-K filed by Ideal Power Inc.