IDEAL POWER INC. (NASDAQ:IPWR) Files An 8-K Material Modification to Rights of Security Holders
ITEM 3.03
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
On August 15, 2019, Ideal Power Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of Ideal Power Inc. (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a one-for-10 (1:10) reverse stock split of all issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) effective as of 10:00 a.m. Eastern Time on August 19, 2019 (the “Reverse Stock Split”). The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market, as required by Nasdaq Listing Rule 5550(a)(2).
As previously disclosed, at the Company’s Annual Meeting of Stockholders held on July 23, 2019 (the “Annual Meeting”), the Company’ stockholders approved of a proposal (the “Proposal”) authorizing an amendment to the Company’s Certificate of Incorporation, if necessary, to effect a reverse stock split of all issued and outstanding shares of the Common Stock at an exchange ratio ranging from one-for-twenty (1:20) to one-for-two (1:2), with such reverse stock split to be effected at an exchange ratio and at such a date and time, if at all, as determined by the Board of Directors of the Company (the “Board”) in its sole discretion. On July 23, 2019, following stockholder approval of the Proposal, the Board determined that it was in the best interest of the Company and its stockholders to effect the Reverse Stock Split and acted to set the reverse stock split ratio at one-for-10 (1:10).
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock will be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. The Reverse Stock Split will uniformly affect all issued and outstanding shares Common Stock and will not alter any stockholder\’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in in fractional interests. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders will be issued one whole share of Common Stock in exchange for any fractional interest that such stockholder would have otherwise received as a result of the Reverse Stock Split.
The Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding from 14,722,840 to 1,472,284 plus any shares to be issued in exchange for fractional interests. The number of shares of Common Stock issuable upon conversion of the outstanding shares of the Company’s preferred stock will be reduced from 810,000 shares to 81,000 shares. The number of authorized shares of Common Stock will not be changed by the Reverse Stock Split.
The Reverse Stock Split proportionately affects the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. All options, warrants and stock awards of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted in accordance with their terms.
The Company’s transfer agent, Corporate Stock Transfer, Inc. (“CST”) is acting as the exchange agent for the reverse stock split. Instructions regarding the exchange of stock certificates, as applicable, are being provided to stockholders of record by CST. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
The Common Stock is anticipated to begin trading on a split-adjusted basis on the NASDAQ Capital Market at the market open on August 20, 2019. The trading symbol for the Common Stock will remain “IPWR.” Following the reverse stock split, the CUSIP for the Company’s Common Stock will be 451622203.
The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 14, 2019, the Company issued a press release announcing the Reverse Stock Split. The full text of the Company’s press release issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Exhibit 3.1 Certificate of Amendment of the Certificate of Incorporation of Ideal Power Inc.
Exhibit 99.1 Press release issued August 14, 2019
Ideal Power Inc. Exhibit
EX-3.1 2 tv527970_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF IDEAL POWER INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware IDEAL POWER INC.,…
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About IDEAL POWER INC. (NASDAQ:IPWR)
Ideal Power Inc. (Ideal Power) designs, markets and sells electrical power conversion products using its Power Packet Switching Architecture (PPSA) technology. The Company’s PPSA is a power conversion technology that utilizes standardized hardware with application specific embedded software. It sells products to systems integrators for integration into their system, which enable end users to manage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy sources and form their own microgrid. It focuses on licensing PPSA-based product designs to original equipment manufacturers (OEMs) within its target markets. Its products use multiple insulated gate bipolar transistors (IGBTs), which switch power in a direction, including direct current (DC) to alternating current (AC), or AC to DC. The PPSA uses indirect power flow in which power flows through input switches, and is temporarily stored in its AC link inductor.