ipwr20260221_424b5.htm

424B5 1 ipwr20260221_424b5.htm FORM 424B5 ipwr20260221_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-292492

The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2026

PROSPECTUS SUPPLEMENT
(to Prospectus dated January 9, 2026)

Ideal Power Inc.

Shares of Common Stock

We are offering shares of our common stock, par value $0.001 per share.

In a concurrent private placement (the “Concurrent Placement”) pursuant to a securities purchase agreement with the purchasers in this offering, we are offering to each purchaser, with respect to the purchase of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants. Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.001 per share. The purchase price of each pre-funded warrant in the Concurrent Placement will be equal to the price per share of common stock in this offering, minus the exercise price of $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants and the shares of common stock issuable upon exercise of the pre-funded warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”) and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Concurrent Placement, if any pre-funded warrants are sold to purchasers in this offering, is expected to close concurrently with this offering and on substantially the same terms and conditions as this offering. See “Concurrent Private Placement” beginning on page S-13 of this prospectus supplement for additional information with respect to the Concurrent Placement. This offering is not conditioned on the closing of the Concurrent Placement and we cannot assure you that the Concurrent Placement will be completed.

Certain of our executive officers, directors and employees, including David Somo, our Chief Executive Officer and director, have indicated an interest in purchasing shares of our common stock in this offering at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and such persons may determine to not purchase any shares in this offering. In addition, the underwriters could determine to sell fewer shares to such persons than they have indicated an interest in purchasing or could determine not to sell any shares to such persons.

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “IPWR.” On February 20, 2026, the last reported sale price of our common stock on Nasdaq was $3.57 per share.

As of February 20, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $43.8 million, based on the closing price of our common stock as reported on Nasdaq on February 2, 2026, as calculated in accordance with General Instruction I.B.6 of Form S-3.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to Ideal Power Inc., before expenses	$	$

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
RISK FACTORS		S-5
USE OF PROCEEDS		S-8
CAPITALIZATION		S-9
DILUTION		S-10
DIVIDEND POLICY		S-11
DESCRIPTION OF SECURITIES		S-12
CONCURRENT PLACEMENT		S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		S-15
UNDERWRITING		S-19
LEGAL MATTERS		S-27
EXPERTS		S-27
WHERE YOU CAN FIND MORE INFORMATION		S-27
INFORMATION INCORPORATED BY REFERENCE		S-27

		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		2
RISK FACTORS		4
OUR COMPANY		5
USE OF PROCEEDS		6
DESCRIPTION OF CAPITAL STOCK		7
DESCRIPTION OF WARRANTS		11
DESCRIPTION OF UNITS		12
PLAN OF DISTRIBUTION		13
LEGAL MATTERS		15
EXPERTS		15
WHERE YOU CAN FIND MORE INFORMATION		15
INFORMATION INCORPORATED BY REFERENCE		15

Common stock offered by us	shares of common stock

Common stock to be outstanding immediately after this offering	shares (or shares if the underwriter exercises in full its option to purchase additional shares of our common stock).

Underwriters’ option to purchase additional shares	We have granted the underwriter an option to purchase up to an additional shares of common stock at the public offering price, less the underwriting discounts and commissions. This option is exercisable, in whole, or in part, for a period of 30 days from the date of this prospectus supplement.

Use of proceeds	We expect to receive net proceeds from this offering of approximately $ million, or $ million if the underwriter exercises its option to purchase additional shares in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us (and to receive net proceeds of approximately $ million in the Concurrent Placement). We currently intend to use the net proceeds from this offering and the Concurrent Placement, if any, to advance commercialization of B-TRAN®, including customer design-ins, custom development programs, and initial production ramp with strategic partners, and for general corporate and working capital purposes. See “Use of Proceeds.”

Risk Factors	Investing in our common stock involves risks. See “Risk Factors” in this prospectus supplement and the risk factors described in the accompanying prospectus and in the documents incorporated by reference herein and therein for a discussion of the factors you should carefully consider before deciding to invest in our common stock.

Nasdaq Capital Market symbol	Our common stock is listed on Nasdaq under the symbol “IPWR.”

Concurrent Placement	In the Concurrent Placement, we are also offering pre-funded warrants to purchase up to an aggregate of shares of our common stock. Each pre-funded warrant will have an exercise price of $0.001 per share, will be exercisable commencing on the date of this offering and will expire when it is exercised in full. The pre-funded warrants and the shares of common stock issuable upon exercise of the pre-funded warrants are not being registered under the Securities Act and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

	As of September 30, 2025
	Actual			As Adjusted
	(unaudited)
Cash and cash equivalents	$	8,394,113		$
Total liabilities		2,152,197
Stockholders’ equity
Common stock, $0.001 par value; 50,000,000 shares authorized; 8,512,724 shares issued and 8,511,403 shares outstanding, actual; shares issued and shares outstanding, as adjusted		8,513
Additional paid-in capital		126,226,240
Treasury stock, at cost		(13,210	)
Accumulated deficit		(116,147,702	)
Total stockholders’ equity		10,073,841
Total liabilities and stockholders’ equity	$	12,226,038		$

Public offering price per share			$
Net tangible book value per share as of December 31, 2025	$	5,189,623
Increase in as adjusted net tangible book value per share attributable to new investors
As adjusted net tangible book value per share after giving effect to this offering
Dilution per share to investors in this offering			$

	•	our Current Reports on Form 8-K filed with the SEC on June 13, 2025 and November 3, 2025; and

	•	the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on November 21, 2013 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 31, 2020).

SEC Form 424B5 filed by Ideal Power Inc.