ipwr20260319

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

ipwr20260319_s1.htm

As filed with the Securities and Exchange Commission on March 27, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IDEAL POWER INC.
(Exact name of registrant as specified in its charter)

Delaware				14-1999058
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

5508 Highway 290 West, Suite 120

Austin, Texas, 78735

(512) 264-1542

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Somo

President and Chief Executive Officer

Ideal Power Inc.

5508 Highway 290 West, Suite 120

Austin, Texas, 78735

(512) 264-1542

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Ned A. Prusse

Perkins Coie LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

(303) 291-2300

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		2
PROSPECTUS SUMMARY		3
THE OFFERING		5
RISK FACTORS		6
USE OF PROCEEDS		9
SELLING SECURITYHOLDER		10
DIVIDEND POLICY		11
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		12
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		14
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		19
DESCRIPTION OF CAPITAL STOCK		21
PLAN OF DISTRIBUTION		24
LEGAL MATTERS		25
EXPERTS		25
WHERE YOU CAN FIND MORE INFORMATION		25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		25

Common Stock outstanding as of March 25, 2026:		12,089,389 shares.

Common Stock offered by the Selling Securityholder:		Consists of 631,332 shares issuable upon exercise of the Pre-Funded Warrants held by the Selling Securityholder.

Common Stock to be outstanding after giving effect to the issuance of the Common Shares this offering:		12,089,389 shares, assuming no exercise of the Pre-Funded Warrants.

Use of proceeds:		The Selling Securityholder will receive all of the proceeds of the sale of shares issuable upon exercise of the Pre-Funded Warrants offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of shares issuable upon exercise of the Pre-Funded Warrants. See the section herein titled “Use of Proceeds.”

Plan of Distribution		The Selling Securityholder may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Common Stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.

Risk factors:		See the section titled “Risk Factors” and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.

Trading market and symbol:		Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “IPWR”.

Transfer agent:		The transfer agent and registrar for our Common Stock is EQ Shareowner Services.

Name	Age	Position
David Somo	59	President, Chief Executive Officer (“CEO”) and Director
Timothy W. Burns	51	Chief Financial Officer (“CFO”) , Secretary and Treasurer
Drue Freeman	63	Director
Gregory Knight	51	Director
Ted Lesster	87	Director
Michael C. Turmelle	67	Chairman of the Board

Name and Principal Position	Year	Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
David Somo^(4),(5)	2025		57,212		—		2,083,739		19,816		2,160,767
President and Chief Executive Officer

Timothy Burns	2025		282,576		11,774		174,570		25,868		494,788
Chief Financial Officer and Secretary	2024		282,576		79,475		282,000		25,242		669,293

R. Daniel Brdar⁽⁶⁾	2025		306,519		—		337,709		33,988		678,216
Former President and Chief Executive Officer	2024		354,200		199,238		599,250		27,451		1,180,139

(1)	Bonus represents performance bonus earned during the year. See “Employment Agreements” below for further discussion of NEO target bonuses.
(2)	The amounts included in this column are the aggregate grant date fair value of restricted stock units and performance stock units determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.
(3)	Other compensation includes Company-paid healthcare and relocation benefits.
(4)	Mr. Somo was appointed Chief Executive Officer effective November 3, 2025
(5)	The stock awards reported for Mr. Somo represent a new hire inducement grant.
(6)	Mr. Brdar served as President and Chief Executive Officer until November 2, 2025.

	Option awards								Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) ⁽¹⁾
David Somo		—		—	$	—		—		247,438	(2)	$	764,583
		—		—	$	—		—		247,438	(3)	$	764,583
Timothy Burns		—		—	$	—		—		20,000	(4)	$	61,800
		—		—	$	—		—		20,000	(5)	$	61,800
		—		—	$	—		—		26,666	(6)	$	82,398
		25,000		—	$	7.59	12/10/2030			—		$	—
		5,700		—	$	7.19	08/06/2030			—		$	—
		9,500		—	$	1.99	03/25/2030			—		$	—
		9,721		—	$	2.85	10/28/2029			—		$	—
R. Daniel Brdar		—		—	$	—		—		60,000	(7)	$	185,400
		—		—	$	—		—		20,000	(8)	$	61,800
		—		—	$	—		—		56,666	(9)	$	175,098
		—		—	$	—		—		10,000	(10)	$	30,900
		50,000		—	$	7.59	01/30/2027			—		$	—
		25,000		—	$	7.19	01/30/2027			—		$	—
		38,000		—	$	1.99	01/30/2027			—		$	—
		21,000		—	$	2.85	01/30/2027			—		$	—

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Drue Freeman	$	60,000	$	60,000	$	120,000
Gregory Knight	$	60,000	$	60,000	$	120,000
Ted Lesster	$	60,000	$	60,000	$	120,000
Michael C. Turmelle	$	70,000	$	120,000	$	190,000

Name	Number of Vested Stock Options
Drue Freeman		8,983
Gregory Knight		8,983
Ted Lesster		34,821
Michael C. Turmelle		45,731

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Stockholders:
AWM Investment Company, Inc. (1)		1,208,938		9.9	%
AIGH (2)		1,210,620		9.9	%
Laurence W. Lytton (3)		1,210,047		9.9	%
Named Executive Officers, Directors and Director Nominees:
David Somo (4)		90,909		*
Timothy Burns (5)		94,001		*
Drue Freeman (6)		34,513		*
Gregory Knight (6)		34,513		*
Ted Lesster (7)		63,351		*
Michael C. Turmelle (8)		96,790		*
All Directors and Executive Officers as a Group (6 persons)		414,077		3.4	%

SEC registration fee	$	276
Legal fees and expenses	$	40,000
Printing fees and expenses	$	1,500
Accounting fees and expenses	$	8,000
Miscellaneous fees and expenses	$	2,500
Total	$	52,276

Exhibit Number		Description
3.1		Delaware Certificate of Conversion including Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed on August 6, 2013 (File No. 333-190414)).
3.2		Certificate of Amendment to the Certificate of Incorporation of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 20, 2019 (File No. 001-36216)).
3.3		Second Amended and Restated Bylaws of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 17, 2022 (File No. 001-36216)).
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Ideal Power Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 27, 2017 (File No. 001-36216)).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 14, 2021)
4.2		Form of Series B Pre-Funded Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2019)
4.3		Form of Pre-Funded Warrant issued in March 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2024)
4.4		Form of Pre-Funded Warrant issued to Selling Securityholder in February 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026)
5.1#		Opinion of Perkins Coie LLP
10.1		Ideal Power Inc. Amended and Restated 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2023) +
10.2		Employment Agreement, effective November 3, 2025, between Ideal Power Inc. and David Somo (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025) +
10.3		Employment Agreement between the registrant and Timothy W. Burns dated September 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2014) +
10.4		Second Revised and Restated Employment Agreement between the Company and R. Daniel Brdar dated April 8, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2020) +
10.5		Retirement and Transition Services Agreement, dated November 2, 2025, between Ideal Power Inc. and R. Daniel Brdar (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025) +
10.6		Form of Restricted Stock Units Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 3, 2025) +
10.7		Form of Performance Stock Units Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 3, 2025) +
10.8		Securities Purchase Agreement, dated February 23, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 25, 2026)
23.1#		Consent of BPM LLP, Independent Registered Public Accounting Firm
23.2#		Consent of Perkins Coie LLP (included in Exhibit 5.1).
24.1#		Power of Attorney (included on the signature page hereto).
107#		Filing Fee Table.

#	Filed herewith.
+	Indicates a management contract or compensatory agreement.

	IDEAL POWER INC.

	By:	/s/ David Somo
	Name:	David Somo
	Title:	President and Chief Executive Officer

Signature	Title	Date

/s/ David Somo	President, Chief Executive Officer and Director	March 27, 2026
David Somo	(Principal Executive Officer)

/s/ Timothy W. Burns	Chief Financial Officer, Secretary and Treasurer	March 27, 2026
Timothy W. Burns	(Principal Financial and Accounting Officer)

/s/ Michael C. Turmelle	Chairman of the Board	March 27, 2026
Michael C. Turmelle

/s/ Drue Freeman	Director	March 27, 2026
Drue Freeman

/s/ Gregory Knight	Director	March 27, 2026
Gregory Knight

/s/ Ted Lesster	Director	March 27, 2026
Ted Lesster

SEC Form S-1 filed by Ideal Power Inc.