Current Report Filing (8-k)
August 03 2020 - 9:16AM
Edgar (US Regulatory)
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): July 31, 2020
IDEAL POWER INC.
(Exact name of registrant as specified in
Charter)
Delaware
|
|
001-36216
|
|
14-1999058
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File No.)
|
|
(IRS Employee Identification No.)
|
4120 Freidrich Lane, Suite 100
Austin, Texas, 78744
(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 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 1.01.
|
Entry into a Material Definitive Agreement.
|
On July 31, 2020, Ideal Power
Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”) with certain of the Company’s
Series A warrant holders (the “Series A Warrant Holders”), who were previously issued warrants (the “Original
Warrants”) to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”)
pursuant to that certain Securities Purchase Agreement between the Company, the Series A Warrant Holders and the other parties
thereto, dated as of November 7, 2019. The Series A Warrant Holders agreed to the early exercise of their Original Warrants
pursuant to the Letter Agreements (the “Transaction”). The Company raised approximately $2.7 million in gross proceeds
in the Transaction.
Pursuant to the Letter Agreements, in consideration
of the Series A Warrant Holders exercising Original Warrants to purchase an aggregate of 1,176,137 shares of Common Stock,
the Company issued to the Series A Warrant Holders new Series C warrants (the “New Warrants”) to purchase
up to an aggregate of 705,688 shares of Common Stock (the “New Warrant Shares”), which is equal to 60% of the shares
underlying the Original Warrants included in the Transaction. The New Warrants have an exercise price of $8.90 per share, with
an expiration date of August 4, 2025. Except as described herein, the New Warrants are substantially similar to the Original
Warrants.
To the extent that a Series A Warrant
Holder’s exercise of Original Warrants would result in such holder exceeding the Beneficial Ownership Limitation (as defined
in the Original Warrants), such excess warrant shares shall be held in abeyance for the benefit of such Series A Warrant Holder
until such time as its right thereto would not result in the holder exceeding the Beneficial Ownership Limitation.
Pursuant to the Letter Agreements, the
Company agreed to file a registration statement with the Securities and Exchange Commission relating to the offer and resale by
the holders of the New Warrant Shares. The Company is obligated to file the registration statement within 30 days of closing of
the Transaction.
Craig-Hallum Capital Group LLC acted as
the exclusive placement agent for the Transaction. The New Warrants have not been registered under the Securities Act of 1933,
as amended (the “Act”), or state securities laws. The issuance of the New Warrants was exempt from the registration
requirements of the Act pursuant to Section 4(a)(2) of the Act and Rule 506 of Regulation D promulgated thereunder
(“Regulation D”), made only to and with an “accredited investor” as
defined in Regulation D. This Current Report on Form 8-K shall not constitute an offer to sell, nor the solicitation of an
offer to buy, the securities described herein, nor shall there be any offer, solicitation or sale of the securities in any state
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such state.
The foregoing description of the Letter
Agreements and the New Warrants is a summary and is qualified in its entirety by reference to the form of Letter Agreement and
the form of New Warrants, which are filed hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are incorporated
herein by reference.
|
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
The information contained in Item 1.01
above is incorporated herein by reference.
On August 3, 2020, the Company issued a press release announcing
the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
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: August 3, 2020
|
IDEAL POWER INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy Burns
|
|
|
Timothy Burns
|
|
|
Chief Financial Officer
|
Ideal Power (NASDAQ:IPWR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ideal Power (NASDAQ:IPWR)
Historical Stock Chart
From Apr 2023 to Apr 2024