Ideal Power Inc. (NASDAQ: IPWR), a developer of innovative power conversion technologies, has entered into a definitive securities purchase agreement with various accredited investors, including all of Ideal Power’s executive officers and directors, to raise gross proceeds of approximately $15 million in a private placement of common stock and warrants to purchase common stock. In addition, Ideal Power has agreed to sell to a group of affiliated investors whose purchase of common stock would have resulted in such investors beneficially owning more than 9.99% of the Company’s outstanding common stock immediately following the offering, shares of the Company’s newly designated Series A Convertible Preferred Stock in lieu of common stock. Each share of such preferred stock is convertible, subject to certain limitations, into one share of common stock. Each share of common stock or preferred stock, together with a warrant to purchase one share of common stock, is being sold at a per share price of $2.535. The warrants will have an exercise price of $2.41 per share, are non-exercisable for the first six months and will expire three years from the date of issuance. The transaction is anticipated to close on or about March 3, 2017, subject to customary closing conditions. Ideal Power anticipates using the net proceeds from the transaction primarily for working capital and general corporate purposes.
National Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ: NHLD), acted as the exclusive placement agent for the financing. The Liquid Venture Partners group at National Securities Corporation was responsible for sourcing and executing the private placement.
Ideal Power has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock, and the shares of common stock underlying the warrants and preferred stock, purchased in the private placement.
The securities to be sold in the private placement will not have been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
