8-K
Ideal Power Inc. (IPWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):November 14, 2022
IDEAL POWER INC.
(Exact name of registrant as specified in Charter)
| Delaware | 001-36216 | 14-1999058 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File No.) | (IRS Employee Identification No.) |
5508 Highway 290 West, Suite 120
Austin, Texas, 78735
(Address of Principal Executive Offices)
512-264-1542
(Issuer Telephone number)
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).
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name<br>of each exchange on which registered |
|---|---|---|
| Common Stock | IPWR | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if 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. ¨
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
|---|
On November 14, 2022, Ideal Power Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2022. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 2.02. The press release contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
The Company will host a conference call with investors to discuss the results. The conference call will begin at 4:30 p.m. Eastern time on Monday, November 14, 2022. The call may be accessed in the U.S. by dialing 1-888-394-8218 and asking to be joined to the Ideal Power Inc. call. A webcast of the call may be found at https://viavid.webcasts.com/starthere.jsp?ei=1572492&tp_key=7b9047f1f5. The webcast replay will be available on the Company’s website, www.idealpower.com.
The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press Release, dated November 14, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 14, 2022 | IDEAL POWER INC. | |
|---|---|---|
| By: | /s/ Timothy Burns | |
| Timothy Burns | ||
| Chief Financial Officer |
Exhibit 99.1
Ideal Power ReportsThird Quarter 2022 Financial Results
AUSTIN, TX – November 14, 2022 -- Ideal Power Inc. (“Ideal Power” or the “Company”) (Nasdaq: IPWR), pioneering the development and commercialization of the highly efficient and broadly patented B-TRAN™ bidirectional semiconductor power switch, reported results for its third quarter ended September 30, 2022.
“Our progress toward B-TRAN™ commercialization continues as we engaged with another top 10 global automaker, entering into a product development agreement. In addition, we shipped additional B-TRAN™ devices to Diversified Technologies, Inc. (DTI), our Naval Sea Systems Command (NAVSEA) program collaboration partner, in preparation for a full-scale medium voltage direct current (MVDC) circuit breaker demonstration. We also engaged a design partner who is nearing completion of the packaging design of our first commercial product, a multi-die power module. Heading into the remaining weeks of 2022, we remain focused on execution toward delivering on our objective of introducing our first commercial B-TRAN™ module by year end,” stated Dan Brdar, President and Chief Executive Officer of Ideal Power.
Key Third Quarter and Recent Operational Highlights
| · | Entered into a product development agreement with a top 10 global automaker<br>for a custom B-TRAN™ power module for use in electric vehicle (“EV”) drivetrain inverters in the automaker’s next<br>generation EV platform. This represents Ideal Power’s second engagement with a leading global automobile manufacturer. |
|---|---|
| · | Under the NAVSEA program, shipped additional B-TRAN™ devices to DTI.<br>These devices were tested prior to shipment and demonstrated the very low conduction losses anticipated by prior internal and third-party<br>simulations. DTI will incorporate these packaged B-TRAN™s into a full-scale MVDC circuit breaker. |
| --- | --- |
| · | Fabricated and tested the latest generation of B-TRAN™ driver, which<br>will support the test and evaluation program. |
| --- | --- |
| · | Designed and fabricated test and evaluation kit that includes a B-TRAN™<br>device, driver, power board and enclosure for safety and ease of connection to facilitate and accelerate setup, test and evaluation of<br>B-TRAN™ by customers in the Company’s evaluation program. |
| --- | --- |
| · | Selected a design firm who is nearing completion of the packaging design<br>for Ideal Power’s first commercial product, a multi-die power module, planned for introduction later this year. Due to significant<br>interest from prospective customers and test and evaluation program participants, the multi-die power module is targeted for the solid-state<br>circuit breaker (SSCB) market. |
| --- | --- |
| · | Added participants to the roster of B-TRAN™ test and evaluation program,<br>including: |
| --- | --- |
| o | a non-domestic designer and manufacturer of grid solutions interested in evaluating B-TRAN™ for SSCB and other grid applications;<br>and |
| --- | --- |
| o | two universities with connections to large commercial businesses. |
| --- | --- |
| · | Completed the qualification of a world-class packaging firm to transition<br>to the new packaging concept for volume production. This firm is working closely with the Company and its module design firm to ensure<br>the Company’s initial product is manufacturable in high volume. |
| --- | --- |
| · | Engaged a third-party firm to conduct long-term reliability testing of B-TRAN™<br>devices, involving tens of thousands of power cycles to assess the mechanical integrity of the design. |
| --- | --- |
| · | B-TRAN™ Patent Estate: Currently at 71 issued B-TRAN™ patents<br>with 31 of those issued outside of the United States and 22 pending B-TRAN™ patents. In the third quarter, two patents were issued<br>in the US, one related to Ideal Power’s device driver and another related to paralleling and controlling multiple B-TRAN™<br>die in a common module. Current geographic coverage includes North America, China, Japan, South Korea, India and Europe. |
| --- | --- |
Third Quarter 2022 Financial Results
| · | Grant revenue was $10,675 in the third quarter of 2022 compared to $121,028<br>in the third quarter of 2021. |
|---|---|
| · | Operating expenses in the third quarter of 2022 were $1.8 million compared<br>to $1.2 million in the third quarter of 2021. |
| --- | --- |
| · | Net loss in the third quarter of 2022 was $1.7 million compared to $1.2 million<br>in the third quarter of 2021. |
| --- | --- |
| · | Cash used in operating and investing activities in third quarter 2022 was<br>$1.6 million compared to $1.7 million in the second quarter of 2022 and $1.2 million in third quarter 2021. |
| --- | --- |
| · | Cash and cash equivalents totaled $18.5 million at September 30, 2022. |
| --- | --- |
| · | Ideal Power had no long-term debt outstanding at September 30, 2022. |
| --- | --- |
Third Quarter 2022 Conference Call Details
Ideal Power President and CEO Dan Brdar and CFO Tim Burns will host a conference call today, followed by a question-and-answer period.
To access the call, please use the following information:
| Date: | Monday, November 14, 2022 |
|---|---|
| Time: | 4:30 p.m. EST, 1:30 p.m. PST |
| Toll-free dial-in number: | 1-888-394-8218 |
| International dial-in number: | 1-323-994-2093 |
| Conference ID: | 1668798 |
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact LHA Investor Relations at 1-212-838-3777.
The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1572492&tp_key=7b9047f1f5 via the investor relations section of the Company’s website at www.IdealPower.com.
A replay of the conference call will be available after 7:30 p.m. Eastern time on Monday, November 14, 2022, through Wednesday, December 14, 2022.
| Toll Free Replay Number: | 1-844-512-2921 |
|---|---|
| International Replay Number: | 1-412-317-6671 |
| Replay ID: | 1668798 |
About Ideal Power Inc.
Ideal Power (NASDAQ: IPWR) is pioneering the development of its broadly patented bidirectional semiconductor power switch, creating highly efficient and ecofriendly energy control solutions for electric vehicle, electric vehicle charging, renewable energy, energy storage, UPS / data center, solid-state circuit breaker and other industrial and military applications. The Company is focused on its patented Bidirectional, Bipolar Junction Transistor (B-TRAN™) semiconductor technology. B-TRAN™ is a unique double-sided bidirectional AC switch able to deliver substantial performance improvements over today's conventional power semiconductors. Ideal Power believes B-TRAN™ will reduce conduction and switching losses, complexity of thermal management and operating cost in medium voltage AC power switching and control circuitry. For more information, visit www.IdealPower.com.
Safe Harbor StatementAll statements in this release that are not based on historical fact are "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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While Ideal Power’s management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Such forward-looking statements include, but are not limited to, statements regarding our design partner nearing completion of the design of our first commercial product, a multi-die power module, and our plans to introduce our first commercial product by year end. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not limited to, the impact of COVID-19 on our business, financial condition and results of operations, the success of our B-TRAN™ technology, including whether the patents for our technology provide adequate protection and whether we can be successful in maintaining, enforcing and defending our patents and our inability to predict with precision or certainty the pace and timing of development and commercialization of our B-TRAN™ technology, including the timing of the completion of our wafer fabrication runs with our semiconductor fabrications partners and our continued success engaging companies to participate in our customer sampling program, and uncertainties set forth in our quarterly, annual and other reports filed with the Securities and Exchange Commission. Furthermore, we operate in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements.
**Ideal Power Investor Relations Contact:**LHA Investor Relations
Carolyn Capaccio, CFA
T: 212-838-3777
IdealPowerIR@lhai.com
IDEAL POWER INC.
Balance Sheets
(unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 18,450,537 | $ | 23,170,149 | ||
| Accounts receivable, net | 49,328 | 233,262 | |||
| Prepayments and other current assets | 448,252 | 43,900 | |||
| Total current assets | 18,948,117 | 23,447,311 | |||
| Property and equipment, net | 151,192 | 56,158 | |||
| Intangible assets, net | 2,032,938 | 2,055,650 | |||
| Right of use asset | 263,667 | 307,172 | |||
| Other assets | 11,189 | 11,189 | |||
| Total assets | 21,407,103 | $ | 25,877,480 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 19,843 | $ | 130,500 | ||
| Accrued expenses | 573,549 | 353,507 | |||
| Current portion of lease liability | 63,131 | 58,864 | |||
| Total current liabilities | 656,523 | 542,871 | |||
| Long-term lease liability | 219,715 | 267,584 | |||
| Other long-term liabilities | 883,118 | 917,100 | |||
| Total liabilities | 1,759,356 | 1,727,555 | |||
| Commitments and contingencies (Note 6) | |||||
| Stockholders’ equity: | |||||
| Common stock, 0.001 par value; 50,000,000 shares authorized; 5,905,118 shares issued and 5,903,797 shares outstanding at September 30, 2022 and 5,893,767 shares issued and 5,892,446 shares outstanding at December 31, 2021 | 5,905 | 5,894 | |||
| Additional paid-in capital | 104,859,537 | 104,063,321 | |||
| Treasury stock, at cost, 1,321 shares at September 30, 2022 and December 31, 2021 | (13,210 | ) | (13,210 | ) | |
| Accumulated deficit | (85,204,485 | ) | (79,906,080 | ) | |
| Total stockholders’ equity | 19,647,747 | 24,149,925 | |||
| Total liabilities and stockholders’ equity | 21,407,103 | $ | 25,877,480 |
All values are in US Dollars.
IDEAL POWER INC.
Statements of Operations
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Grant revenue | $ | 10,675 | $ | 121,028 | $ | 186,661 | $ | 447,794 | ||||
| Cost of grant revenue | 10,675 | 121,028 | 186,661 | 447,794 | ||||||||
| Gross profit | — | — | — | — | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 780,151 | 604,476 | 2,337,081 | 1,426,049 | ||||||||
| General and administrative | 768,957 | 500,942 | 2,356,543 | 1,705,146 | ||||||||
| Sales and marketing | 207,443 | 128,248 | 660,024 | 302,859 | ||||||||
| Total operating expenses | 1,756,551 | 1,233,666 | 5,353,648 | 3,434,054 | ||||||||
| Loss from operations | (1,756,551 | ) | (1,233,666 | ) | (5,353,648 | ) | (3,434,054 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest income (expense), net | 52,781 | (5,012 | ) | 55,243 | (6,874 | ) | ||||||
| Gain on forgiveness of long-term debt | — | — | — | 91,407 | ||||||||
| Total other income (expense) | 52,781 | (5,012 | ) | 55,243 | 84,533 | |||||||
| Net loss | $ | (1,703,770 | ) | $ | (1,238,678 | ) | $ | (5,298,405 | ) | $ | (3,349,521 | ) |
| Net loss per share – basic and diluted | $ | (0.28 | ) | $ | (0.20 | ) | $ | (0.86 | ) | $ | (0.57 | ) |
| Weighted average number of shares outstanding – basic and diluted | 6,157,625 | 6,125,874 | 6,156,876 | 5,868,122 |
IDEAL POWER INC.
Statements of Cash Flows
(unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (5,298,405 | ) | $ | (3,349,521 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 134,557 | 113,607 | ||||
| Write-off of capitalized patents | — | 528 | ||||
| Stock-based compensation | 696,127 | 247,512 | ||||
| Stock issued for services | 100,100 | 68,680 | ||||
| Gain on forgiveness of long-term debt | — | (91,407 | ) | |||
| Decrease (increase) in operating assets: | ||||||
| Accounts receivable | 183,934 | (92,240 | ) | |||
| Prepaid expenses and other assets | (360,847 | ) | 105,687 | |||
| Increase (decrease) in operating liabilities: | ||||||
| Accounts payable | (110,657 | ) | (44,629 | ) | ||
| Accrued expenses and other liabilities | 142,458 | 49,040 | ||||
| Net cash used in operating activities | (4,512,733 | ) | (2,992,743 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (118,239 | ) | (43,685 | ) | ||
| Acquisition of intangible assets | (88,640 | ) | (139,116 | ) | ||
| Net cash used in investing activities | (206,879 | ) | (182,801 | ) | ||
| Cash flows from financing activities: | ||||||
| Net proceeds from issuance of common stock | — | 21,204,609 | ||||
| Exercise of options and warrants | — | 3,301,226 | ||||
| Net cash provided by financing activities | — | 24,505,835 | ||||
| Net increase (decrease) in cash and cash equivalents | (4,719,612 | ) | 21,330,291 | |||
| Cash and cash equivalents at beginning of period | 23,170,149 | 3,157,256 | ||||
| Cash and cash equivalents at end of period | $ | 18,450,537 | $ | 24,487,547 |