As filed with the Securities and Exchange Commission on March 31, 2017. | |
Registration No. 333- |
Delaware | 14-1999058 | |
(State of other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer o | Accelerated filer o | ||
Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company x |
Title of each class of securities to be registered (1) | Amount to be Registered (2)(3) | Proposed maximum offering price per security (3) | Proposed maximum aggregate offering price (3) | Amount of registration fee | ||||||||||
Common Stock, par value $0.001 per share | 5,220,826 shares | $ | 3.200 | $ | 16,706,643.20 | $ | 1,936.30 | |||||||
Common Stock, par value $0.001 per share, underlying Preferred Stock | 708,430 shares | $ | 3.200 | $ | 2,266,976.00 | $ | 262.75 | |||||||
Common Stock, par value $0.001 per share, underlying Warrants | 6,166,426 shares | $ | 3.200 | $ | 19,732,563.20 | $ | 2,287.00 | |||||||
Total: | 12,095,682 shares | $ | 38,706,182.40 | $ | 4,486.05 |
Page | |
ABOUT THIS PROSPECTUS | 5 |
IDEAL POWER INC. | 6 |
RISK FACTORS | 6 |
FORWARD-LOOKING STATEMENTS | 6 |
USE OF PROCEEDS | 8 |
SELLING STOCKHOLDERS | 8 |
PLAN OF DISTRIBUTION | 20 |
LEGAL MATTERS | 21 |
EXPERTS | 22 |
WHERE YOU CAN FIND MORE INFORMATION | 22 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | 22 |
• | our history of losses; |
• | our ability to achieve profitability; |
• | our limited operating history; |
• | our ability to successfully market and sell our products; |
• | the size and growth of markets for our current and future products; |
• | our expectations regarding the growth and expansion of our customer base; |
• | regulatory developments that may affect our business; |
• | our ability to successfully develop new technologies, including our bi-directional bipolar junction transistor, or B-TRANTM; |
• | our expectations regarding the completion of testing of new products under development and the timing of the introduction of those new products; |
• | the expected performance of new products incorporating our B-TRANTM; |
• | the performance of third-party manufacturers who supply and manufacture our products; |
• | our ability to cost effectively manage product life cycles, inclusive of product launches and end of product life situations; |
• | the rate and degree of market acceptance for our current and future products; |
• | our ability to successfully obtain certification for our products, including in new markets, and the timing of the receipt of any necessary certifications; |
• | our ability to successfully license our technology; |
• | our ability to obtain, maintain, defend and enforce intellectual property rights protecting our current and future products; |
• | our expectations regarding the decline in prices of battery energy storage systems; |
• | general economic conditions and events and the impact they may have on us and our potential customers; |
• | our ability to obtain adequate financing in the future, as and when we need it; and |
• | our success at managing the risks involved in the foregoing items. |
Shares Beneficially Owned | Maximum Number of Shares to be Sold Hereunder | Shares Beneficially Owned After the Sale of the Maximum Number of Shares | |||
Name of Selling Stockholder | Number | Percent | Number | Percent | |
Executive Officers and Directors: | |||||
R. Daniel Brdar, Chief Executive Officer and Director (1) | 331,550 | 2.3% | 39,400 | 292,150 | 2.0% |
Timothy Burns, Chief Financial Officer (2) | 111,600 | * | 15,600 | 96,000 | * |
William C. Alexander, Chief Technology Officer and Director (3) | 492,095 | 3.5% | 15,600 | 476,495 | 3.4% |
Ryan K. O’Keefe, Senior Vice President, Business Development (4) | 52,100 | * | 15,600 | 36,500 | * |
Mark Baum, Director (5) | 134,434 | * | 15,600 | 118,834 | * |
Lon E. Bell, Director (6) | 362,293 | 2.6% | 157,600 | 204,693 | 1.5% |
David B. Eisenhaure, Director (7) | 92,501 | * | 39,400 | 53,101 | * |
Significant Stockholders: | |||||
Peter A. Appel (8) | 1,929,626 | 9.99% (9) | 788,800 | 1,140,826 | 8.0% |
Special Situations Fund III QP, L.P. (10) | 2,036,328 | (11) | 1,190,404 | 973,188 | (11) |
Special Situations Cayman Fund, L.P. (10) | 591,941 | (11) | 346,040 | 282,899 | (11) |
Special Situations Technology Fund, L.P. (10) | 211,700 | (11) | 123,756 | 101,126 | (11) |
Special Situations Technology Fund II, L.P. (10) | 1,208,826 | (11) | 706,660 | 577,419 | (11) |
Other Selling Stockholders: | |||||
1999 Clifford Family Trust dtd 12-22-1999 Robert C Clifford & Rachel L Clifford (12) | 20,000 | * | 20,000 | – | * |
Alexandre Palma (13) | 19,600 | * | 19,600 | – | * |
Alok Mahajan (14) | 19,600 | * | 19,600 | – | * |
Andrew Nolan (15) | 19,600 | * | 19,600 | – | * |
Andrew Schwartzberg (16) | 720,000 | 5.0% | 720,000 | – | * |
Anthony D. Johnston (17) | 19,600 | * | 19,600 | – | * |
Anthony J. Berni (18) | 19,600 | * | 19,600 | – | * |
Anthony J. Brent & Alexandra H. Brent JT TEN (19) | 34,000 | * | 34,000 | – | * |
Ballington Living Trust 08/05/14 (20) | 59,160 | * | 59,160 | – | * |
Benjamin King (21) | 20,000 | * | 20,000 | – | * |
Benjamin L. Padnos (22) | 97,260 | * | 80,000 | 17,260 | * |
Bennett Living Trust (23) | 14,000 | * | 14,000 | – | * |
Bibicoff Family Trust (24) | 17,000 | * | 17,000 | – | * |
Brian L. Heckler (25) | 39,400 | * | 39,400 | – | * |
Brian Weitman (26) | 100,000 | * | 100,000 | – | * |
Broumand Family Trust ua dtd 6-8-10 (27) | 20,000 | * | 20,000 | – | * |
Carlo Alberici (28) | 39,400 | * | 39,400 | – | * |
Causeway Bay Capital LLC (29) | 68,000 | * | 68,000 | – | * |
Charles Christensen (30) | 39,400 | * | 39,400 | – | * |
Charles P. Arnold (31) | 31,520 | * | 31,520 | – | * |
Christopher Achar (32) | 68,000 | * | 68,000 | – | * |
Christopher D Jennings & Karen W Jennings JTWROS (33) | 17,000 | * | 17,000 | – | * |
Cor Clearing Cust FBO Debra E Bowers IRA (34) | 19,600 | * | 19,600 | – | * |
Craig Friou (35) | 19,600 | * | 19,600 | – | * |
Cynthia B. Padnos Separate Property Trust (36) | 17,000 | * | 17,000 | – | * |
Daniel Landry (37) | 137,776 | * | 34,000 | 103,776 | * |
Daniel P. Padnos 2011 Generation Trust FBO Jonathan Padnos (38) | 37,596 | * | 34,000 | 3,596 | * |
Daniel Padnos & Dexter Phillip JTTEN (39) | 20,000 | * | 20,000 | – | * |
Daniel Sanker (40) | 36,877 | * | 34,000 | 2,877 | * |
David A. Fitz (41) | 39,400 | * | 39,400 | – | * |
David B. O’Neill (42) | 19,600 | * | 19,600 | – | * |
David Petterson (43) | 59,160 | * | 59,160 | – | * |
Denis Berry (44) | 120,836 | * | 120,836 | – | * |
Denis D. Howarter & Pamela J. Howarter JTWROS (45) | 78,880 | * | 78,880 | – | * |
Dennis T. Whalen & Linda R. Whalen JTTEN (46) | 78,880 | * | 78,880 | – | * |
Dominador D. Tolentino Jr. (47) | 14,000 | * | 14,000 | – | * |
Donald Cameron (48) | 39,400 | * | 39,400 | – | * |
Donald Hulet (49) | 15,760 | * | 15,760 | – | * |
Donald P. Favre (50) | 23,668 | * | 23,668 | – | * |
Donald P. Sesterhenn (51) | 39,400 | * | 39,400 | – | * |
Donald T. McKiernan (52) | 28,000 | * | 28,000 | – | * |
Edmond Allen Morrison (53) | 27,600 | * | 27,600 | – | * |
Emilio DiMatteo (54) | 39,400 | * | 39,400 | – | * |
Eric A. Riso (55) | 39,400 | * | 39,400 | – | * |
FLMM Limited (56) | 240,000 | 1.7% | 240,000 | – | * |
Flores-Zaballos Family Trust (57) | 28,000 | * | 28,000 | – | * |
Francis Y. L. Chen and Peierh Penny Yang JTTEN (58) | 17,000 | * | 17,000 | – | * |
Frederick M. Kelso (59) | 31,540 | * | 31,540 | – | * |
Gary Sterbinsky (60) | 19,600 | * | 19,600 | – | * |
GFLT 1999 (61) | 68,000 | * | 68,000 | – | * |
Harold Wayne Smith Jr. (62) | 39,400 | * | 39,400 | – | * |
Highview Ventures LLC (63) | 84,000 | * | 84,000 | – | * |
James C. Leslie (64) | 19,600 | * | 19,600 | – | * |
James Eric Nicely & Karen B. Nicely JTWROS (65) | 19,600 | * | 19,600 | – | * |
James M. Koch (66) | 78,880 | * | 78,880 | – | * |
James M. Rucker (67) | 20,000 | * | 20,000 | – | * |
James P. Tierney (68) | 74,000 | * | 74,000 | – | * |
James R. Aldridge (69) | 39,400 | * | 39,400 | – | * |
James Somers (70) | 78,880 | * | 78,880 | – | * |
Jason Kim (71) | 68,000 | * | 68,000 | – | * |
Jason Robert Cavalier (72) | 100,000 | * | 100,000 | – | * |
Jay Wiviott (73) | 14,000 | * | 14,000 | – | * |
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Benjamin Padnos (74) | 23,596 | * | 20,000 | 3,596 | * |
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Joshua Padnos (75) | 23,596 | * | 20,000 | 3,596 | * |
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Rebecca Padnos (76) | 23,596 | * | 20,000 | 3,596 | * |
Jeffrey & Margaret Padnos 2010 Generation Trust FBO Samuel Padnos (77) | 23,596 | * | 20,000 | 3,596 | * |
Jeffrey E. Kuhlin (78) | 19,600 | * | 19,600 | – | * |
Jeffrey L. Miller & Khirsten N. Zar JTTEN (79) | 19,600 | * | 19,600 | – | * |
Jeffrey Maroz (80) | 74,000 | * | 74,000 | – | * |
Jeffrey S. Padnos & Margaret M. Padnos JTWROS (81) | 54,383 | * | 40,000 | 14,383 | * |
Jeffrey Silver & Andrea Silver JTTTEN (82) | 17,000 | * | 17,000 | – | * |
John C. Klinge (83) | 19,600 | * | 19,600 | – | * |
John Charles David Lewis & Susan Elizabeth Kenny JTWROS (84) | 19,600 | * | 19,600 | – | * |
John F. McCarthy (85) | 19,600 | * | 19,600 | – | * |
John J. Hancock (86) | 19,600 | * | 19,600 | – | * |
John Richard Stamm (87) | 19,600 | * | 19,600 | – | * |
Jonathan E. Ansbacher (88) | 39,400 | * | 39,400 | – | * |
Jorge Morazzani (89) | 19,600 | * | 19,600 | – | * |
Jose M. Martinez (90) | 19,600 | * | 19,600 | – | * |
Joseph A. Muscat (91) | 27,600 | * | 27,600 | – | * |
Joseph C. Atkinson (92) | 19,600 | * | 19,600 | – | * |
Joseph M. Diangelo (93) | 19,600 | * | 19,600 | – | * |
Joseph Michalczyk (94) | 19,600 | * | 19,600 | – | * |
Joseph S. McLaughlan (95) | 39,400 | * | 39,400 | – | * |
Keith A. Belote (96) | 15,760 | * | 15,760 | – | * |
Keith Jackson (97) | 118,340 | * | 118,340 | – | * |
Keith O. Newton (98) | 19,600 | * | 19,600 | – | * |
Kepmen Capital (99) | 50,000 | * | 50,000 | – | * |
Kevin A. Healy (100) | 19,600 | * | 19,600 | – | * |
Kevin J. Herzberg (101) | 19,600 | * | 19,600 | – | * |
Kevin J. Schwartz (102) | 23,668 | * | 23,668 | – | * |
Kevin Leung (103) | 96,766 | * | 68,000 | 28,766 | * |
Kevin M. Borkowski (104) | 19,600 | * | 19,600 | – | * |
Kevin M. Mackenzie (105) | 39,400 | * | 39,400 | – | * |
Kim E. Tobler (106) | 19,600 | * | 19,600 | – | * |
Korbel Capital LLC (107) | 34,000 | * | 34,000 | – | * |
Kurtis S. Krentz (108) | 39,400 | * | 39,400 | – | * |
Lee Kay Kolligan (109) | 30,000 | * | 30,000 | – | * |
London Family Trust (110) | 68,000 | * | 68,000 | – | * |
Luther King Capital (111) | 118,200 | * | 118,200 | – | * |
Marathon Micro Fund LP (112) | 270,000 | 1.9% | 270,000 | – | * |
Mario R. Dell’Aera Jr. (113) | 118,340 | * | 118,340 | – | * |
Marios Karayannis (114) | 19,600 | * | 19,600 | – | * |
Mark A. Herndon & Sarah Herndon JTWROS (115) | 19,600 | * | 19,600 | – | * |
Mark Boyer (116) | 78,880 | * | 78,880 | – | * |
Mark R. Demich (117) | 39,400 | * | 39,400 | – | * |
Matthew Antoun (118) | 50,000 | * | 50,000 | – | * |
Matthew Hayden (119) | 140,787 | * | 130,000 | 10,787 | * |
Matthew W. Cambi (120) | 39,400 | * | 39,400 | – | * |
Maz Partners LP (121) | 39,400 | * | 39,400 | – | * |
Michael Burwell (122) | 78,880 | * | 78,880 | – | * |
Michael E. McLaughlin (123) | 19,600 | * | 19,600 | – | * |
Michael Ebedes (124) | 19,600 | * | 19,600 | – | * |
Michael Fahey (125) | 39,400 | * | 39,400 | – | * |
Michael J. Muldoon & Pamela J. Muldoon JTWROS (126) | 19,600 | * | 19,600 | – | * |
Michael Joseph Cavalier Jr. (127) | 68,000 | * | 68,000 | – | * |
Michael L. Desautels (128) | 19,600 | * | 19,600 | – | * |
Michael P. Quackenbush Jr. (129) | 39,400 | * | 39,400 | – | * |
Michael Sean Browning (130) | 20,000 | * | 20,000 | – | * |
Michael Snow (131) | 19,600 | * | 19,600 | – | * |
Miles E. Everson (132) | 19,600 | * | 19,600 | – | * |
Molly Richardson (133) | 253,200 | 1.8% | 253,200 | – | * |
National Securities Corporation (134) | 237,170 | 1.7% | 237,170 | – | * |
Nekimi Equity Growth Fund I LLC (135) | 60,000 | * | 60,000 | – | * |
NFS/FMTC Rollover IRA FBO Anthony C Scibelli (136) | 17,000 | * | 17,000 | – | * |
NFS/FMTC FBO Robert C Clifford Rollover IRA (137) | 97,668 | * | 40,000 | 57,668 | * |
NFS/FMTC Rollover IRA FBO Keith V Archer (138) | 28,000 | * | 28,000 | – | * |
NFS/FMTC Rollover IRA FBO James P Miller (139) | 19,600 | * | 19,600 | – | * |
NFS/FMTC Roth IRA FBO David S Nagelberg (140) | 96,000 | * | 96,000 | – | * |
NFS/FMTC Sep IRA FBO Ankur Desai (141) | 90,683 | * | 34,000 | 56,683 | * |
NFS/FMTC Sep IRA FBO Erick Richardson (142) | 176,800 | 1.3% | 176,800 | – | * |
Nudge Capital Fund LP (143) | 78,800 | * | 78,800 | – | * |
Omid Yasheral (144) | 34,000 | * | 34,000 | – | * |
Paul E. Linthorst (145) | 19,600 | * | 19,600 | – | * |
Paul P. Frank III & Colleen B. Frank Ten Ent (146) | 19,600 | * | 19,600 | – | * |
Paul Ramos (147) | 19,600 | * | 19,600 | – | * |
Per Magnus Andersson (148) | 28,000 | * | 28,000 | – | * |
Peter A. Casey (149) | 23,660 | * | 23,660 | – | * |
Peter C. Gerlach (150) | 24,000 | * | 24,000 | – | * |
Phillip Mervis & Sheryl Facktor (151) | 15,600 | * | 15,600 | – | * |
Pickett Henneberger Family Trust dtd 4-24-2013 (152) | 34,000 | * | 34,000 | – | * |
Purcell Trust ua dtd 9-19-2007 (153) | 14,000 | * | 14,000 | – | * |
R&A Chade Family Trust Richard Chade Trustee (154) | 34,000 | * | 34,000 | – | * |
Rajib A. Thadani (155) | 19,600 | * | 19,600 | – | * |
Raymond Todd Barrett (156) | 19,600 | * | 19,600 | – | * |
Rich Shappard (157) | 19,600 | * | 19,600 | – | * |
Richard & Esther Blanchard 1990 Trust (158) | 39,400 | * | 39,400 | – | * |
Richard J. Poccia (159) | 25,200 | * | 25,200 | – | * |
Richard Jeanneret (160) | 39,400 | * | 39,400 | – | * |
Robert W. Kastenschmidt (161) | 19,600 | * | 19,600 | – | * |
Ronald J. Ciasulli (162) | 39,400 | * | 39,400 | – | * |
RP Capital (163) | 170,000 | 1.2% | 170,000 | – | * |
Russell D. Moore (164) | 39,400 | * | 39,400 | – | * |
Ryan Hong (165) | 17,000 | * | 17,000 | – | * |
Salvatore A. Melilli (166) | 15,760 | * | 15,760 | – | * |
Samir A. Mammadov (167) | 39,400 | * | 39,400 | – | * |
Sanford D. Greenberg (168) | 20,000 | * | 20,000 | – | * |
Scott H. Shadrick Trust & Thomas B. Livermore Trust JTWROS (169) | 20,000 | * | 20,000 | – | * |
Scott J. Gehsmann (170) | 19,600 | * | 19,600 | – | * |
Shane Broumand (171) | 68,000 | * | 68,000 | – | * |
Shawn R. McAllister & Amanda McAllister JTTEN (172) | 28,000 | * | 28,000 | – | * |
Sivan Padnos Caspi & Tal A. Caspi JTWROS (173) | 35,438 | * | 34,000 | 1,438 | * |
Stephen V. Zawoyski (174) | 19,600 | * | 19,600 | – | * |
Stephen Walker Family Trust (175) | 34,000 | * | 34,000 | – | * |
Steven Chapin & Kristin Chapin Family Trust (176) | 200,000 | 1.4% | 200,000 | – | * |
Tanvir Ali Master (177) | 19,600 | * | 19,600 | – | * |
Targeted Investments 2028 LLC (178) | 19,600 | * | 19,600 | – | * |
The Alfie Trust D/O/E 5/10/12 (179) | 17,000 | * | 17,000 | – | * |
The Blair Family Trust u/a dtd 3-21-2011 (180) | 20,000 | * | 20,000 | – | * |
The Fein Family Trust (181) | 17,000 | * | 17,000 | – | * |
The Handler Revocable Trust (182) | 17,000 | * | 17,000 | – | * |
Todd G. Bari (183) | 19,600 | * | 19,600 | – | * |
Todd J. Anderson (184) | 19,600 | * | 19,600 | – | * |
Ungkeun A. Lee (185) | 19,600 | * | 19,600 | – | * |
Uwe Uhmeyer (186) | 43,442 | * | 15,600 | 27,842 | * |
Valley High Limited Partnership (187) | 284,000 | 2.0% | 284,000 | – | * |
Wendell Young (188) | 19,600 | * | 19,600 | – | * |
William A. Clifford (189) | 17,000 | * | 17,000 | – | * |
William E. Marx (190) | 19,600 | * | 19,600 | – | * |
YKA Partners LLC (191) | 34,000 | * | 34,000 | – | * |
Yogesh Gupta (192) | 19,600 | * | 19,600 | – | * |
Zhuge Liang LLC (193) | 20,000 | * | 20,000 | – | * |
12,095,682 | |||||
* Represents beneficial ownership of less than one percent. |
1 | Consists of (i) 24,350 shares of common stock, (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 287,500 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
2 | Consists of (i) 18,800 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 85,000 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
3 | Consists of (i) 404,796 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 79,499 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
4 | Consists of (i) 9,300 shares of common stock, (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 35,000 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
5 | Consists of (i) 62,761 shares of common stock, (ii) 22,183 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. The foregoing common stock and warrants are held by Beadore Trust dated March 20, 2015. Mr. Baum has voting and investment control over the securities held thereby. |
6 | Consists of (i) 190,853 shares of common stock, (ii) 121,950 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. 53,861 shares of common stock are held directly by Dr. Bell. 58,192 shares of common stock are held by the Bell Family Trust. 43,150 shares of common stock are issuable upon the exercise of warrants held by the Bell Family Trust. Dr. Bell is a trustee and beneficiary of the Bell Family Trust and has voting and investment control over the securities held thereby. |
7 | Consists of (i) 23,311 shares of common stock, (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants, and (iii) 49,490 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
8 | Consists of (i) 1,233,177 shares of common stock and (ii) 696,449 shares of common stock that may be acquired from us upon exercise of warrants. The warrants held by Mr. Appel may be exercised only to the extent that the total number of shares of common stock then beneficially owned by Mr. Appel does not exceed 9.99% of the outstanding shares of our common stock. |
9 | The warrants held by Mr. Appel may be exercised only to the extent that the total number of shares of common stock then beneficially owned by Mr. Appel does not exceed 9.99% of the outstanding shares of our common stock. |
10 | Special Situations Fund III QP, L.P. (QP) is the registered holder of 677,434 shares of common stock, 763,692 shares of Preferred Stock, and 595,202 warrants to purchase common stock. Special Situations Cayman Fund, L.P. (Cayman) is the registered holder of 196,927 shares of common stock, 221,994 shares of Preferred Stock, and 173,020 warrants to purchase common stock. Special Situations Technology Fund, L.P. (Tech) is the registered holder of 70,431 shares of common stock, 79,391 shares of Preferred Stock, and 61,878 warrants to purchase common stock. Special Situations Technology Fund II, L.P. (TechII) is the registered holder of 402,143 shares of common stock, 453,353 shares of Preferred Stock, and 353,330 warrants to purchase common stock. The Preferred Stock holds no voting rights and may be converted into common stock only to the extent that the total number of shares of common stock then beneficially owned does not exceed 9.99% of the outstanding shares of our common stock. The warrants held by the funds listed above may be exercised only to the extent that the total number of shares of common stock then beneficially owned by those funds and their affiliates does not exceed 9.99%, in the aggregate, of the outstanding shares of our common stock. AWM Investment Company, Inc. (AWM) is the investment adviser to QP, Cayman, Tech and TechII. Austin W. Marxe, David M. Greenhouse and Adam C. Stettner are the principal owners of AWM. Through their control of AWM, Messrs. Marxe, Greenhouse and Stettner share voting and investment control over the portfolio securities of each of the funds listed above. |
11 | The Preferred Stock holds no voting rights and may be converted into common stock only to the extent that the total number of shares of common stock then beneficially owned does not exceed 9.99% of the outstanding shares of common stock. The warrants held by the funds listed in footnote 10, may be exercised only to the extent that the total number of shares of common stock then beneficially owned by such funds does not exceed 9.99%, in the aggregate, of the outstanding shares of common stock. |
12 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
13 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
14 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
15 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
16 | Consists of (i) 360,000 shares of common stock and (ii) 360,000 shares of common stock that may be acquired from us upon exercise of warrants. |
17 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
18 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
19 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
20 | Consists of (i) 29,580 shares of common stock and (ii) 29,580 shares of common stock that may be acquired from us upon exercise of warrants. |
21 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
22 | Consists of (i) 40,000 shares of common stock and (ii) 57,260 shares of common stock that may be acquired from us upon exercise of warrants. |
23 | Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants. |
24 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
25 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
26 | Consists of (i) 50,000 shares of common stock and (ii) 50,000 shares of common stock that may be acquired from us upon exercise of warrants. |
27 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
28 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
29 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
30 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
31 | Consists of (i) 15,760 shares of common stock and (ii) 15,760 shares of common stock that may be acquired from us upon exercise of warrants. |
32 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
33 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
34 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
35 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
36 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
37 | Consists of (i) 17,000 shares of common stock and (ii) 120,776 shares of common stock that may be acquired from us upon exercise of warrants. |
38 | Consists of (i) 17,000 shares of common stock and (ii) 20,596 shares of common stock that may be acquired from us upon exercise of warrants. |
39 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
40 | Consists of (i) 17,000 shares of common stock and (ii) 19,877 shares of common stock that may be acquired from us upon exercise of warrants. |
41 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
42 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
43 | Consists of (i) 29,580 shares of common stock and (ii) 29,580 shares of common stock that may be acquired from us upon exercise of warrants. |
44 | Consists of (i) 60,418 shares of common stock and (ii) 60,418 shares of common stock that may be acquired from us upon exercise of warrants. 29,966 shares of common stock and warrants are held directly by Mr. Berry. 30,452 shares of common stock and warrants are held by NFS/FMTC Rollover IRA FBO Denis Berry. |
45 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
46 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
47 | Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants. |
48 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
49 | Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants. |
50 | Consists of (i) 11,834 shares of common stock and (ii) 11,834 shares of common stock that may be acquired from us upon exercise of warrants. |
51 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
52 | Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants. |
53 | Consists of (i) 13,800 shares of common stock and (ii) 13,800 shares of common stock that may be acquired from us upon exercise of warrants. |
54 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
55 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
56 | Consists of (i) 120,000 shares of common stock and (ii) 120,000 shares of common stock that may be acquired from us upon exercise of warrants. |
57 | Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants. |
58 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
59 | Consists of (i) 15,770 shares of common stock and (ii) 15,770 shares of common stock that may be acquired from us upon exercise of warrants. |
60 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
61 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
62 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
63 | Consists of (i) 42,000 shares of common stock and (ii) 42,000 shares of common stock that may be acquired from us upon exercise of warrants. |
64 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
65 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
66 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
67 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
68 | Consists of (i) 37,000 shares of common stock and (ii) 37,000 shares of common stock that may be acquired from us upon exercise of warrants. |
69 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
70 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
71 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
72 | Consists of (i) 50,000 shares of common stock and (ii) 50,000 shares of common stock that may be acquired from us upon exercise of warrants. |
73 | Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants. |
74 | Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants. |
75 | Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants. |
76 | Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants. |
77 | Consists of (i) 10,000 shares of common stock and (ii) 13,596 shares of common stock that may be acquired from us upon exercise of warrants. |
78 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
79 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
80 | Consists of (i) 37,000 shares of common stock and (ii) 37,000 shares of common stock that may be acquired from us upon exercise of warrants. |
81 | Consists of (i) 20,000 shares of common stock and (ii) 34,383 shares of common stock that may be acquired from us upon exercise of warrants. |
82 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
83 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
84 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
85 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
86 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
87 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
88 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
89 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
90 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
91 | Consists of (i) 13,800 shares of common stock and (ii) 13,800 shares of common stock that may be acquired from us upon exercise of warrants. |
92 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
93 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
94 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
95 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
96 | Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants. |
97 | Consists of (i) 59,170 shares of common stock and (ii) 59,170 shares of common stock that may be acquired from us upon exercise of warrants. |
98 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
99 | Consists of (i) 25,000 shares of common stock and (ii) 25,000 shares of common stock that may be acquired from us upon exercise of warrants. |
100 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
101 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
102 | Consists of (i) 11,834 shares of common stock and (ii) 11,834 shares of common stock that may be acquired from us upon exercise of warrants. |
103 | Consists of (i) 34,000 shares of common stock and (ii) 62,766 shares of common stock that may be acquired from us upon exercise of warrants. |
104 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
105 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
106 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
107 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
108 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
109 | Consists of (i) 15,000 shares of common stock and (ii) 15,000 shares of common stock that may be acquired from us upon exercise of warrants. |
110 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
111 | Consists of (i) 59,100 shares of common stock and (ii) 59,100 shares of common stock that may be acquired from us upon exercise of warrants. |
112 | Consists of (i) 135,000 shares of common stock and (ii) 135,000 shares of common stock that may be acquired from us upon exercise of warrants. |
113 | Consists of (i) 59,170 shares of common stock and (ii) 59,170 shares of common stock that may be acquired from us upon exercise of warrants. |
114 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
115 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
116 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
117 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
118 | Consists of (i) 25,000 shares of common stock and (ii) 25,000 shares of common stock that may be acquired from us upon exercise of warrants. |
119 | Consists of (i) 65,000 shares of common stock and (ii) 75,787 shares of common stock that may be acquired from us upon exercise of warrants. |
120 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
121 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
122 | Consists of (i) 39,440 shares of common stock and (ii) 39,440 shares of common stock that may be acquired from us upon exercise of warrants. |
123 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
124 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
125 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
126 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
127 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
128 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
129 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
130 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
131 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
132 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
133 | Consists of (i) 126,600 shares of common stock and (ii) 126,600 shares of common stock that may be acquired from us upon exercise of warrants. |
134 | Consists of 237,170 shares of common stock that may be acquired from us upon exercise of warrants. |
135 | Consists of (i) 30,000 shares of common stock and (ii) 30,000 shares of common stock that may be acquired from us upon exercise of warrants. |
136 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
137 | Consists of (i) 20,000 shares of common stock and (ii) 77,668 shares of common stock that may be acquired from us upon exercise of warrants. |
138 | Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants. |
139 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
140 | Consists of (i) 48,000 shares of common stock and (ii) 48,000 shares of common stock that may be acquired from us upon exercise of warrants. |
141 | Consists of (i) 17,000 shares of common stock and (ii) 73,683 shares of common stock that may be acquired from us upon exercise of warrants. |
142 | Consists of (i) 88,400 shares of common stock and (ii) 88,400 shares of common stock that may be acquired from us upon exercise of warrants. |
143 | Consists of (i) 39,400 shares of common stock and (ii) 39,400 shares of common stock that may be acquired from us upon exercise of warrants. |
144 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
145 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
146 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
147 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
148 | Consists of (i) 14,000 shares of common stock and (ii) 14,000shares of common stock that may be acquired from us upon exercise of warrants. |
149 | Consists of (i) 11,830 shares of common stock and (ii) 11,830 shares of common stock that may be acquired from us upon exercise of warrants. |
150 | Consists of (i) 12,000 shares of common stock and (ii) 12,000 shares of common stock that may be acquired from us upon exercise of warrants. |
151 | Consists of (i) 7,800 shares of common stock and (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants. |
152 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
153 | Consists of (i) 7,000 shares of common stock and (ii) 7,000 shares of common stock that may be acquired from us upon exercise of warrants. |
154 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
155 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
156 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
157 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
158 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
159 | Consists of (i) 12,600 shares of common stock and (ii) 12,600 shares of common stock that may be acquired from us upon exercise of warrants. |
160 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
161 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
162 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
163 | Consists of (i) 85,000 shares of common stock and (ii) 85,000 shares of common stock that may be acquired from us upon exercise of warrants. |
164 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
165 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
166 | Consists of (i) 7,880 shares of common stock and (ii) 7,880 shares of common stock that may be acquired from us upon exercise of warrants. |
167 | Consists of (i) 19,700 shares of common stock and (ii) 19,700 shares of common stock that may be acquired from us upon exercise of warrants. |
168 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
169 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
170 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
171 | Consists of (i) 34,000 shares of common stock and (ii) 34,000 shares of common stock that may be acquired from us upon exercise of warrants. |
172 | Consists of (i) 14,000 shares of common stock and (ii) 14,000 shares of common stock that may be acquired from us upon exercise of warrants. |
173 | Consists of (i) 17,000 shares of common stock and (ii) 18,438 shares of common stock that may be acquired from us upon exercise of warrants. |
174 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
175 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
176 | Consists of (i) 100,000 shares of common stock and (ii) 100,000 shares of common stock that may be acquired from us upon exercise of warrants. |
177 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
178 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
179 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
180 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
181 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
182 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
183 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
184 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
185 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
186 | Consists of (i) 17,117 shares of common stock and (ii) 7,800 shares of common stock that may be acquired from us upon exercise of warrants and (iii) 18,525 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of March 20, 2017. |
187 | Consists of (i) 142,000 shares of common stock and (ii) 142,000 shares of common stock that may be acquired from us upon exercise of warrants. |
188 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
189 | Consists of (i) 8,500 shares of common stock and (ii) 8,500 shares of common stock that may be acquired from us upon exercise of warrants. |
190 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
191 | Consists of (i) 17,000 shares of common stock and (ii) 17,000 shares of common stock that may be acquired from us upon exercise of warrants. |
192 | Consists of (i) 9,800 shares of common stock and (ii) 9,800 shares of common stock that may be acquired from us upon exercise of warrants. |
193 | Consists of (i) 10,000 shares of common stock and (ii) 10,000 shares of common stock that may be acquired from us upon exercise of warrants. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted by applicable law. |
• | our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 (filed on March 29, 2017); |
• | the description of our common stock contained in our registration statement on Form 8-A, as filed with the SEC on November 21, 2013, including any amendments or reports filed for the purpose of updating such description. |
SEC registration fee | $ | 4,486 | ||
Accounting fees and expenses | 5,000 | |||
Legal fees and expenses | 10,000 | |||
Transfer Agent fees and expenses | 500 | |||
Miscellaneous | 500 | |||
Total | $ | 20,486 |
IDEAL POWER INC. | ||
By: | /s/ R. Daniel Brdar | |
R. Daniel Brdar | ||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ R. Daniel Brdar | Chief Executive Officer, President and Director | March 31, 2017 | ||
R. Daniel Brdar | (Principal Executive Officer) | |||
/s/ Timothy Burns | Chief Financial Officer, Secretary and Treasurer | March 31, 2017 | ||
Timothy Burns | (Principal Financial and Accounting Officer) | |||
/s/ William C. Alexander | Chief Technology Officer and Director | March 31, 2017 | ||
William C. Alexander | ||||
/s/ Lon E. Bell, Ph.D. | Interim Chairman of the Board | March 31, 2017 | ||
Lon E. Bell, Ph.D. | ||||
/s/ Mark L. Baum | Director | March 31, 2017 | ||
Mark L. Baum | ||||
/s/ David Eisenhaure | Director | March 31, 2017 | ||
David Eisenhaure | ||||
Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
Exhibit Description | Form | File Number | Exhibit | Filing Date | ||||||||
3.1 | Delaware Certificate of Conversion including Certificate of Incorporation | S-1 | 333-190414 | 3.1 | August 6, 2013 | |||||||
3.2 | Bylaws of Ideal Power Inc. | S-1 | 333-190414 | 3.2 | August 6, 2013 | |||||||
3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | 8-K | 001-36216 | 3.1 | February 27, 2017 | |||||||
4.1 | Form of Warrant | 8-K | 001-36216 | 4.1 | February 27, 2017 | |||||||
5.1 | Opinion of DLA Piper LLP (US) | X | ||||||||||
10.1 | Purchase Agreement, dated February 24, 2017 among the Registrant and the Investors party thereto | 8-K | 001-36216 | 10.1 | February 27, 2017 | |||||||
10.2 | Form of Registration Rights Agreement between the Registrant and the Investors party thereto | 8-K | 001-36216 | 10.2 | February 27, 2017 | |||||||
10.3 | Exchange Agreement, dated February 24, 2017, by and among the Company and the common stockholders listed in Schedule 1 thereto | 8-K | 001-36216 | 10.3 | February 27, 2017 | |||||||
23.1 | Consent of Gumbiner Savett Inc., Independent Registered Public Accounting Firm | X | ||||||||||
23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | X | ||||||||||
24.1 | Power of Attorney (included on signature page) | X |