Ideal Power Inc 8-K/A, filed Apr 14, 2022
Ideal Power Inc. (IPWR)
About this 8-K/A
Ideal Power Inc filed this 8-K/A on April 14, 2022, reporting on events of April 13, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Securities Exchange Act of 1934
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EXPLANATORY NOTE
Ideal Power Inc. (the “Company”) is filing this Amendment No. 1 to amend the Company’s Current Report on Form 8-K filed on March 14, 2022 (the “Prior 8-K”) to update certain disclosures therein under Item 5.02. The disclosure contained in Item 5.02 of the Prior 8-K is hereby supplemented and amended by the disclosure contained in Item 5.02 of this Amendment No. 1.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in Item 5.02 below is incorporated by reference herein.
As previously disclosed, on January 13, 2022, the Company received correspondence from the Nasdaq Stock Market, Inc. (“Nasdaq”) noting that the Company was no longer in compliance with Nasdaq’s audit committee composition requirements as set forth in Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be composed of at least three independent directors (the “Notice”). The Notice was the result of the passing of David B. Eisenhaure on October 21, 2021. The passing of Mr. Eisenhaure left the Audit Committee with only two independent directors.
As a result of the Appointments (as defined below), the Company believes that it has regained compliance with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported in the Prior 8-K, on March 10, 2022, the Company’s Board of Directors (the “Board”) appointed Drue Freeman and Greg Knight to the Board, effective April 4, 2022. At the time of the Prior 8-K filing, the Board had not yet determined the Board committee assignments for Messrs. Freeman and Knight.
The Company is filing this Amendment No. 1 to report that, on April 13, 2022, the Board appointed (the “Appointments”) (i) Mr. Freeman as the Chairperson of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and (ii) Mr. Knight as Chairperson of the Compensation Committee and as a member of each of the Audit Committee and the Nominating and Corporate Governance Committee. In connection therewith, the Board also voted to update the composition of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Following these updates, the three standing committees of the Board are constituted as follows:
| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||
Michael C. Turmelle (Chairperson) |
Greg Knight (Chairperson) |
Drue Freeman (Chairperson) | ||
| Drue Freeman | Ted Lesster | Greg Knight | ||
| Greg Knight | Michael C. Turmelle | Ted Lesster |
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: April 14, 2022 | IDEAL POWER INC. | |
| By: | /s/ Timothy Burns | |
| Timothy Burns | ||
| Chief Financial Officer | ||