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What changed in Ideal Power Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Ideal Power Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+172 added161 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-28)

Top changes in Ideal Power Inc.'s 2025 10-K

172 paragraphs added · 161 removed · 128 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCustomer Engagements We have announced several engagements and/or initial orders with large companies, including a second top 10 global automaker, a third global automaker, a top 10 global provider of power conversion solutions to the solar industry, two global diverse power management market leaders, three tier 1 automotive suppliers, a global power conversion supplier and others.
Biggest changeWe are currently working to complete the remaining deliverables under the August 2025 purchase order and engaged with Stellantis on a potential EV contactor program. 4 Table of Contents Customer Engagements We have announced several engagements and/or initial orders with large companies, including Stellantis and other global automakers, Forbes Global 500 diverse power management market leaders, global tier 1 automotive suppliers, circuit protection market leaders, inverter / energy storage market leaders and others.
These reports are also available free of charge via EDGAR through the Securities and Exchange Commission’s (“SEC”) website (www.sec.gov) as soon as reasonably practicable after such materials are electronically filed with (or furnished to) the SEC. We also make available on our website, our corporate governance documents, including our code of conduct and ethics.
These reports are also available free of charge via EDGAR through the Securities and Exchange Commission’s (“SEC”) website (www.sec.gov) as soon as reasonably practicable after such materials are electronically filed with (or furnished to) the SEC. We also make available on our website, our corporate governance documents, including our code of business conduct and ethics.
See “—Competition.” 5 Table of Contents Our Technology To further improve the performance of bidirectional technologies and products, we identified the need for a true bidirectional power switch and applied for and, in 2012, received a grant from the U.S. Department of Energy’s Advanced Research Projects Agency-Energy (“ARPA-E”) to develop a bidirectional solid-state power switch.
See “—Competition.” Our Technology To further improve the performance of bidirectional technologies and products, we identified the need for a true bidirectional power switch and applied for and, in 2012, received a grant from the U.S. Department of Energy’s Advanced Research Projects Agency-Energy (“ARPA-E”) to develop a bidirectional solid-state power switch.
We have qualified two high-volume production foundries that both successfully fabricated B-TRAN® wafers, validating the ability to make B-TRAN® semiconductor power switches using conventional silicon semiconductor fabrication equipment and processes. Test results measured B-TRAN® electrical losses at less than 50% that of conventional power switches such as silicon IGBTs.
We have qualified two foundries that both successfully fabricated B-TRAN® wafers, validating the ability to make B-TRAN® semiconductor power switches using conventional silicon semiconductor fabrication equipment and processes. Test results measured B-TRAN® electrical losses at less than 50% that of conventional power switches such as silicon IGBTs.
We may pursue additional research and development grants, if and when available, to further develop and/or improve our technology. We are in the process of commercializing our B-TRAN® technology and have launched our first two commercial products, the SymCool® Power Module and SymCool® IQ Intelligent Power Module.
We may pursue additional research and development grants, if and when available, to further develop and/or improve our technology. We are in the process of commercializing our B-TRAN® technology and have launched our first two commercial products, the discrete B-TRAN® and the SymCool® Power Module.
This highly efficient and, we believe, unique symmetric operation should provide a strong competitive advantage in bidirectional applications which are growing at rapid rates due to the electrification of transportation, the shift to renewable energy coupled with energy storage and utility grid modernization.
This highly efficient and, we believe, unique symmetric operation should provide a strong competitive advantage in bidirectional applications which are growing at rapid rates due to the growth in AI data centers, the electrification of transportation, the shift to renewable energy coupled with energy storage and utility grid modernization.
These companies intend to test and evaluate, or already in the process of resting and evaluating, our technology for use in their applications. These engagements could lead to future design wins or custom development agreements. We also announced agreements with three distribution partners. We may add other distribution partners in the future.
These companies intend to test and evaluate, or are already in the process of testing and evaluating, our technology for use in their applications. These engagements could lead to future design wins or custom development agreements. We also announced agreements with multiple distribution partners. We may add other distribution partners in the future.
Based on discrete B-TRAN® device and SymCool® power module testing, we believe that the B-TRAN® can significantly improve electrical efficiency in power converters and many other power conversion applications. Compared to conventional power switches, such as IGBTs, B-TRAN® can reduce power losses by 50% or more depending on the application.
Based on discrete B-TRAN® device and SymCool® Power Module testing, we believe that the B-TRAN® can significantly improve electrical efficiency in solid-state circuit protection and power converters along with many other power conversion applications. Compared to conventional power switches, such as IGBTs, B-TRAN® can reduce power losses by 50% or more depending on the application.
Government support for semiconductors and our potential target markets could have a material and positive impact on our business if our B-TRAN® technology is successfully commercialized, particularly in these markets.
Government support for semiconductors and our potential target markets in the United States and abroad could have a material and positive impact on our business if our B-TRAN® technology is successfully commercialized, particularly in these markets.
We pay $50,000 annually under this agreement. At December 31, 2024, the estimated present value of future payments under these licensing agreements was $1,157,375 with $150,000 due and payable in 2025. We are accruing interest for future payments related to these agreements.
We pay $50,000 annually under this agreement. At December 31, 2025, the estimated present value of future payments under these licensing agreements was $1,036,538 with $150,000 due and payable in 2026. We are accruing interest for future payments related to these agreements.
As of December 31, 2024, we had 49 U.S. and 43 foreign issued patents as well as 55 additional pending U.S. and international patent applications on our B-TRAN® technology. Our first B-TRAN® patent issued in 2015 and our patents generally have a 20-year life from the date of initial filing prior to expiration.
As of December 31, 2025, we had 52 U.S. and 47 foreign issued patents as well as 76 additional pending U.S. and international patent applications on our B-TRAN® technology. Our first B-TRAN® patent issued in 2015 and our patents generally have a 20-year life from the date of initial filing prior to expiration.
In recent years, there has been a trend in both the United States and abroad to support the adoption of electric vehicles and renewable energy due to increased concern regarding the effects of climate change.
In recent years, there has been a trend in both the United States and abroad to support the adoption of electric vehicles and renewable energy due to increased concern regarding the effects of climate change. In the United States and under the Trump administration, this governmental support has significantly diminished.
These markets typically utilize IGBTs for power switching in their applications. According to Mordor Intelligence, the power electronics market is forecasted to grow to $37.7 billion by 2028.
These markets typically utilize IGBTs and more recently silicon carbide (“SiC”) MOSFETs for power switching in their applications. According to Mordor Intelligence, the power electronics market is forecasted to grow to $37.7 billion by 2028.
We are initially targeting markets where B-TRAN® is an enabling technology, such as solid-state circuit breakers and contactors, and large and growing segments of the IGBT market, such as electric and hybrid electric vehicles, electric vehicle charging, renewable energy and energy storage.
We are initially targeting markets where B-TRAN® is an enabling technology, such as solid-state circuit breakers, static transfer switches and EV contactors, and large and growing segments of the power semiconductor market, such as AI data centers, electric and hybrid electric vehicles, electric vehicle charging, renewable energy and energy storage.
The pre-funded warrants have an exercise price of $0.001 per share. The net proceeds to us from the Public Offering were $15.7 million. We intend to use the net proceeds from the Public Offering to fund further commercialization and development of our B-TRAN® technology and general corporate and working capital purposes.
The pre-funded warrants have an exercise price of $0.001 per share. The estimated net proceeds to us from the February 2026 Offering are $12.6 million. We intend to use the net proceeds from the February 2026 Offering to fund further commercialization and development of our B-TRAN® technology and products and general corporate and working capital purposes.
None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. Available Information Our Internet address is www.idealpower.com and our investor relations website is located at ir.idealpower.com.
Employees As of February 28, 2026, we had 17 full-time employees. None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. Available Information Our Internet address is www.idealpower.com and our investor relations website is located at idealpower.com/investors-overview/.
The global power semiconductor market may be categorized by component, material, end-use and geography. Based on component, the market includes power metal-oxide semiconductor field-effect transistors (“MOSFETs”), thyristors, rectifiers, bipolar junction transistors, insulated gate bipolar transistors (“IGBTs”) and power diodes. With respect to material, the power semiconductor market is split several ways into silicon, silicon carbide and gallium nitride.
The global power semiconductor market may be categorized by component, material, end-use and geography. Based on component, the market includes power metal-oxide semiconductor field-effect transistors (“MOSFETs”), thyristors, rectifiers, bipolar junction transistors, insulated gate bipolar transistors (“IGBTs”) and power diodes.
Silicon is abundant and the production of silicon wafers is a large, global business with most manufacturers in Europe and Asia. Business Strategy and Target Markets We utilize a strategic partnership model focused on leveraging the existing silicon processing infrastructure, allowing us to focus on the further development and commercialization of our B-TRAN® technology.
Business Strategy and Target Markets We utilize a strategic partnership model focused on leveraging the existing silicon processing infrastructure, allowing us to focus on the further development and commercialization of our B-TRAN® technology.
Target markets for current and future B-TRAN®-based products include, but are not limited to, solid-state circuit breakers, electric and hybrid electric vehicles, electric vehicle charging, renewable energy and energy storage system power converters, uninterruptible power supplies (“UPS”) for data centers, industrial motor drives, distribution and transmission switches and controls and other industrial and military markets.
Target markets for current and future B-TRAN®-based products include, but are not limited to, AI data centers, solid-state circuit protection, static transfer switches (“STS”), electric and plug-in hybrid electric vehicles, electric vehicle charging, renewable energy and energy storage systems uninterruptible power supplies (“UPS”), industrial motor drives, solid state transformers (“SST”), power distribution and transmission switches and other industrial and defense markets.
Regardless of the administration in the U.S., the market for semiconductors and our target markets is global and we believe there continues to be strong macro-trends regarding the adoption of electric vehicles and associated charging systems, renewable energy, energy storage and electrification, including grid modernization. 7 Table of Contents Employees As of February 28, 2025, we had 16 full-time employees.
Regardless of the administration in the U.S., the market for semiconductors and our target markets is global and we believe there continues to be strong macro-trends regarding the growth in AI data centers, the adoption of electric vehicles and associated charging systems, renewable energy and energy storage, and electrification, including grid modernization.
While these companies are potential competitors, they are also potential licensees for our B-TRAN® technology as there is not, to our knowledge, a high-efficiency bidirectional design available in the market.
Ltd., ST Microelectronics N.V., Mitsubishi Electric Group, Rohm Semiconductor, and Renesas Electronics. While these companies are potential competitors, they are also potential licensees for our B-TRAN® technology as there is not, to our knowledge, a high-efficiency bidirectional design available in the market.
We continue to monitor the competitive landscape for offerings or potential offerings based on new technologies with inherent bidirectionality. Many, if not all of our competitors, have greater financial resources, more comprehensive product offerings, broader market presence, longer standing relationships with business partners, longer operating histories, greater manufacturing capabilities, stronger brand recognition, and greater marketing resources than we have.
Many, if not all of our competitors, have greater financial resources, more comprehensive product offerings, broader market presence, longer standing relationships with business partners, longer operating histories, greater manufacturing capabilities, stronger brand recognition, and greater sales and marketing resources than we have.
Solid-state devices are completely made from a solid material, typically silicon, and their flow of charges is confined within this solid material.
Power semiconductors are solid-state devices that act as a switch without any mechanical movement. Solid-state devices are completely made from a solid material, typically silicon, and their flow of charges is confined within this solid material.
The heavy consumption of power semiconductors across several end-use markets such as industrial, automotive and renewable energy is a key growth driver of the power semiconductor market. Geographically, Asia Pacific accounts for the leading consumption of power semiconductors among other key regions. The region is also one of the leading exporters of power semiconductors in the world.
Geographically, Asia Pacific accounts for the leading consumption of power semiconductors among other key regions. The region is also one of the leading exporters of power semiconductors in the world. The growth in the region is mainly attributed to China, which is the leading automotive and passenger vehicle market in the world.
With the double-sided transistor behavior and low conduction losses validated and upgrades and improvements in the manufacturing process implemented, we began shipping packaged B-TRAN® devices to large companies in mid-2023. In early 2024, we commenced shipments of our SymCool® power module to fulfill customer orders. The primary raw material used in the fabrication of B-TRAN® devices is silicon wafers.
With the double-sided transistor behavior and low conduction losses validated and upgrades and improvements in the manufacturing process implemented, we began shipping prototype discrete B-TRAN® devices to large companies in mid-2023.
The end-use market is classified into automotive, industrial, renewable energy, telecommunication, consumer electronics, aerospace and defense, data centers and others. Among these, automotive electronics accounts for significant consumption of power semiconductors. The number of semiconductors in vehicles has surged in recent years with the rising adoption of electric vehicles and hybrid electric vehicles.
With respect to material, the power semiconductor market is split several ways into silicon, silicon carbide and gallium nitride. 5 Table of Contents The end-use market is classified into automotive, industrial, renewable energy, telecommunication, consumer electronics, aerospace and defense, data centers and others. Among these, automotive electronics accounts for significant consumption of power semiconductors.
To date, we are not aware of any offerings or potential offerings based on a true high efficiency bidirectional design other than potential products based on our B-TRAN® technology. Power semiconductor device providers typically compete based on voltage, current and frequency capabilities with the larger providers offering a broad range of standard products, including discrete devices and modules.
To date, we are not aware of any offerings or potential offerings based on a true high efficiency bidirectional design for high power applications other than potential products based on our B-TRAN® technology.
Further, the advent of drive-by-wire or x-by-wire technologies has led to a rise in number of electric components in vehicles over mechanical vehicle parts. This rise helps reduce vehicle weight which is directly related to improved fuel efficiency and reduced vehicular emissions.
The number of semiconductors in vehicles has surged in recent years with the rising adoption of electric vehicles and hybrid electric vehicles. Further, the advent of drive-by-wire or x-by-wire technologies has led to a rise in number of electric components in vehicles over mechanical vehicle parts.
Europe and North America are also leading consumers of power semiconductors among others in the global market. Leading players in the global power semiconductor market include Infineon Technologies AG, Texas Instruments, ON Semiconductor, Fuji Electric Co. Ltd., ST Microelectronics N.V., Mitsubishi Electric Group, Semikron International GmbH, and Toshiba Corporation.
China is currently the leading consumer of power semiconductors. Furthermore, demand for power semiconductors is increasing from renewable energy sectors in the region. Europe and North America are also leading consumers of power semiconductors among others in the global market. Leading players in the global power semiconductor market include Infineon Technologies AG, Texas Instruments, onsemi, Fuji Electric Co.
First Design Win In late 2024, we announced our first design win for SSCBs with one of the largest circuit protection equipment manufacturers in Asia serving the industrial and utility markets. In connection with this design win, we entered into a joint development agreement for a SSCB product incorporating multiple B-TRAN® devices.
In connection with this design win, we entered into a joint development agreement for a SSCB product incorporating multiple B-TRAN® devices. The agreement included the product design, prototype builds and testing of the SSCB. We completed our deliverables, including SSCB prototypes, under this agreement in the first quarter of 2025.
Government Approval and Regulation Government approval is not required for us to license our B-TRAN® technology or sell B-TRAN® devices or products.
Power semiconductor device providers utilize direct and indirect sales teams focused on capturing customer design wins. 7 Table of Contents Government Approval and Regulation Government approval is not required for us to license our B-TRAN® technology or sell B-TRAN® devices or products.
See “Development Agreement”, “Product Launches” and “First Design Win” above. 6 Table of Contents Intellectual Property We rely on a combination of patents, trade secrets, laws that protect intellectual property, confidentiality procedures and contractual restrictions with our employees and others to establish and protect our intellectual property rights.
We believe that B-TRAN® provides a competitive advantage in several applications due to its higher efficiency and inherent bidirectionality Intellectual Property We rely on a combination of patents, trade secrets, laws that protect intellectual property, confidentiality procedures and contractual restrictions with our employees and others to establish and protect our intellectual property rights.
Smaller providers generally take a niche approach focused on a unique or customized device capability. Customers for these devices are typically looking for demonstrable product or system level improvements in efficiency and/or power density for their applications. Power semiconductor device providers utilize direct and indirect sales teams focused on capturing customer design wins.
Customers for these devices are typically looking for demonstrable product or system level improvements in efficiency and/or power density for their applications.
In recent years, there has been greater demand for energy-savings and power consumption reductions and growing demand for renewable energy and electric vehicles and, as a result, the need for power semiconductors that minimize power loss has been increasing. Power semiconductors are solid-state devices that act as a switch without any mechanical movement.
In recent years, there has been greater demand placed on the power grid to support the substantial growth in AI data centers as well as vehicle electrification and renewable energy sources, this in turn is driving the quest for energy-savings and power consumption reductions and, as a result, the need for power semiconductors that minimize power loss has been increasing.
We expect to announce additional design wins and/or custom development agreements in 2025. 4 Table of Contents Public Offering In March and April 2024, we issued and sold 1,666,668 shares of our common stock at a price of $7.50 per share and 633,332 pre-funded warrants to purchase shares of our common stock at a price of $7.499 per pre-funded warrant in an underwritten public offering (the “Public Offering”).
February 2026 Offering In February 2026, we issued and sold 3,505,855 shares of our common stock at a price of $2.75 per share and 952,881 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in an underwritten public offering and 631,332 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in a concurrent private placement (taken together, the “February 2026 Offering”).
We generated $86,032 and $161,483, respectively, in commercial revenue in the years ended December 31, 2024 and 2023. Product Launches In early 2023, we launched our first commercial product, the SymCool® Power Module. This multi-die B-TRAN® module is designed to meet the very low conduction loss needs of the solid-state circuit breaker (“SSCB”) market.
This single B-TRAN® die packaged for electrical connection is designed to meet the very low conduction loss needs of the solid-state circuit protection and electric vehicle (“EV”) contactor markets. Our second commercial product launch was the SymCool® Power Module.
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We commenced shipment of SymCool® Power Modules to fulfill customer orders in 2024. In late 2023, we launched our second commercial product, the SymCool® IQ Intelligent Power Module (“IPM”). The SymCool® IQ IPM builds on the multi-die packaging design of our SymCool® Power Module and adds an integrated intelligent driver optimized for bidirectional operation.
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We generated $37,728 and $86,032, respectively, in commercial revenue in the years ended December 31, 2025 and 2024. CEO Transition Effective November 2, 2025, R. Daniel Brdar, the then President and Chief Executive Officer and member of the Board of Directors of the Company (the “Board”), retired from all positions with us.
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This product targets several markets including renewable energy, energy storage, electric vehicle (“EV”) charging and other industrial applications. We announced our first order for this product in late 2024.
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Effective November 3, 2025, the Board appointed David Somo as the President and Chief Executive Officer and as a member of the Board. Product Launches Our first commercial product launch was the discrete B-TRAN®.
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The next phase of the program builds on the completion of deliverables from the prior two program phases and transitions to Stellantis’ production team. We are currently finalizing the scope of work for the next phase of the program with Stellantis.
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This multi-die B-TRAN® module is also designed to meet the very low conduction loss needs of the solid-state circuit protection and EV contactor markets. Upon product launch, we design and build initial prototypes for testing and to solicit customer feedback.
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This phase is expected to include the extensive testing of the custom B-TRAN® module to meet automotive certification standards enabling B-TRAN® to be the core of the powertrain inverter for the automaker’s next-generation EVs.
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Based on the results of testing and customer feedback, we incorporate any necessary changes into the product design, build final prototypes and complete additional testing prior to full commercial release. To date, our customers have purchased prototypes in small quantities for evaluation and provided us feedback that has been incorporated into our final product designs.
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The agreement includes the product design, prototype builds and testing of the SSCB, which is targeted for completion in the second quarter of 2025, to be followed by commercial sales later in the year.
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We expect significantly higher volume orders from customers once we secure a design win from them, and they start to build inventory in advance of launching their OEM products.
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The growth in the region is mainly attributed to China, which is the leading automotive and passenger vehicle market in the world. China is currently the leading consumer of power semiconductors. Furthermore, demand for power semiconductors is increasing from renewable energy sectors in the region.
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For the products described above, we would expect the time from announcing a design win to the sale of the related OEM product to be roughly twelve to eighteen months, although it may vary considerably depending on the customer and application. We would expect a significantly longer design cycle for automotive applications.
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We believe that B-TRAN® provides a competitive advantage in several IGBT markets due to its higher efficiency and inherent bidirectionality, the growth in bidirectional applications such as electric vehicles and energy storage, and as it seems the IGBT has almost reached its technological limit.
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Design wins are expected to result in significant revenue growth for us over time as product life cycles tend to be relatively long for power electronics products as changing to another technology would require an OEM to redesign their product. See "First Design Win” below.
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We began to commercialize our B-TRAN® technology in 2021 as we reached agreements with several potential customers and partners to participate in our B-TRAN® test and evaluation program. We delivered multiple packaged B-TRAN™ devices, a device driver, and a power test board housed in a safety enclosure to the large companies in our test and evaluation program in mid-2023.
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In August 2025, we secured an order from Stellantis for custom development and packaged devices targeting multiple EV applications. We completed the first of five deliverables under this purchase order in 2025. Also in 2025, Stellantis informed us that they are prioritizing the EV contactor application over the drivetrain inverter application.
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In late 2022, we entered into our first product development agreement and, in 2023, we launched our first two commercial products. In late 2024, we secured our first design win for SSCBs.
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Recently, we signed a letter of intent with a power module maker in Asia to manufacture and offer B-TRAN®-based power modules for sale to their customers. We may engage with other power module manufacturers or others in the power semiconductor ecosystem in the future to further expand the channels to market for products incorporating our technology.
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Under the Trump administration, government support for semiconductors and certain of our potential target markets may or may not continue or may continue at lower levels than seen with the prior administration.
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First Design Win In late 2024, we announced our first design win for solid-state circuit breakers (“SSCBs”) with one of the largest circuit protection equipment manufacturers in Asia serving the data center, renewable energy, energy storage, EV and other industrial markets.
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In the third quarter of 2025, the customer successfully completed their testing of updated SSCB prototypes that included enhancements requested by the customer. The customer plans on gathering feedback on this new product from their end customers ahead of product launch.
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In February 2026, we entered into a multi-year strategic cooperation agreement with this customer for the design, development and worldwide sales of circuit protection solutions including SSCBs, battery disconnect units and EV contactors featuring B-TRAN®. We expect to announce additional design wins and/or custom development agreements with this customer and/or other customers in 2026.
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This rise helps reduce vehicle weight which is directly related to improved fuel efficiency and reduced vehicular emissions. The heavy consumption of power semiconductors across several end-use markets such as AI data centers, industrial, automotive and renewable energy is a key growth driver of the power semiconductor market.
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In early 2024, we commenced shipments of prototype SymCool® Power Modules to fulfill customer orders. 6 Table of Contents The primary raw material used in the fabrication of B-TRAN® devices is silicon wafers. Silicon is abundant and the production of silicon wafers is a large, global business with most manufacturers in Europe and Asia.
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We continue to monitor the competitive landscape for offerings or potential offerings based on new technologies with inherent bidirectionality.
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Power semiconductor device providers typically compete based on voltage, current and frequency capabilities with the larger providers offering a broad range of standard products, including discrete devices and modules. Smaller providers generally take a niche approach focused on a unique or customized device capability.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeManufacturers typically choose one or two vendors to provide the components for use in their systems. Selection as one of these vendors is called a design win. It is critical that we, or our licensees, achieve these design wins in order to obtain customers and generate sales and/or licensing revenue.
Biggest changeWe will need to work with semiconductor partners and/or manufacturers early in their design cycles to ensure that our designs will meet the requirements of their systems. Manufacturers typically choose one or two vendors to provide the components for use in their systems. Selection as one of these vendors is called a design win.
Our stock price may be significantly affected by factors such as, among others: variations in the volume of trading activity; actual or anticipated fluctuations in our liquidity, financial condition and operating results; quarterly and yearly operating results compared to market expectations; quarterly and yearly operating results of other companies in our industry compared to market expectations; general trends in markets we expect to serve; competition from existing products or new products that may emerge; future announcements concerning our business or our competitors’ businesses; additions or departures of key management or other technical personnel; the public’s reaction to our press releases, other public announcements and filings with the SEC; issuances or sales, or expected issuances or sales, of our capital stock; disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; litigation involving us, our general industry or both; and changes in state or federal regulations affecting us and our industry.
Our stock price may be significantly affected by factors such as, among others: variations in the volume of trading activity; actual or anticipated fluctuations in our liquidity, financial condition and operating results; quarterly and yearly operating results compared to market expectations; quarterly and yearly operating results of other companies in our industry compared to market expectations; general trends in markets we expect to serve; competition from existing products or new products that may emerge; future announcements concerning our business or our competitors’ businesses; additions or departures of key management or other technical personnel; the public’s reaction to our press releases, other public announcements and filings with the SEC; issuances or sales, or expected issuances or sales, of our capital stock; disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; 14 Table of Contents litigation involving us, our general industry or both; and changes in state or federal regulations affecting us and our industry.
The holders of vested options or warrants, including pre-funded warrants, may exercise their options and/or warrants and sell a large number of shares. Any sale of a substantial number of shares of our common stock may have a material adverse effect on the market price of our common stock.
The holders of vested options or pre-funded warrants may exercise their options and/or pre-funded warrants and sell a large number of shares. Any sale of a substantial number of shares of our common stock may have a material adverse effect on the market price of our common stock.
Prototypes of B-TRAN® devices and new product introductions are a material part of our business plan, and if they are not proven to be successful, our business and prospects would be harmed. In addition, for both testing and commercialization purposes, the B-TRAN® needs to be packaged and paired with an efficient double-sided driver.
Prototypes of B-TRAN® devices and new product introductions are a material part of our business plan, and if they are not proven to be successful, our business and prospects would be harmed. In addition, for both testing and commercialization purposes, the B-TRAN® needs to be packaged and paired with an efficient driver.
If we were to issue additional preferred stock, it may have rights, preferences and privileges that may adversely affect the common stock. We are authorized to issue 10,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time by our Board of Directors (“Board”).
If we were to issue additional preferred stock, it may have rights, preferences and privileges that may adversely affect the common stock. We are authorized to issue 10,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time by our Board.
Raising additional capital, if necessary, may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies. We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and licensing arrangements.
Raising additional capital, as necessary, may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies. We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and licensing arrangements.
We have net operating loss carryforwards due to prior period losses generated before January 1, 2025 which if not utilized will begin to expire in 2031 for net operating loss carryforwards prior to 2018 and which do not expire for net operating loss carryforwards for 2018 and thereafter.
We have net operating loss carryforwards due to prior period losses generated before January 1, 2026 which if not utilized will begin to expire in 2031 for net operating loss carryforwards prior to 2018 and which do not expire for net operating loss carryforwards for 2018 and thereafter.
If we were unable to license those inventions from the United States, it could materially and adversely impact our business, financial condition and results of operations. As we continue to grow and to develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging infringement or competitors could infringe upon our intellectual property.
If we were unable to license those inventions from the United States, it could materially and adversely impact our business, financial condition and results of operations. 10 Table of Contents As we continue to grow and to develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging infringement or competitors could infringe upon our intellectual property.
This may seriously harm our business, financial condition and results of operations. A failure to obtain additional government grants could have a material adverse effect on our development efforts and our ability to fund operations and execute on our business plan. We expect to fund a portion of our development efforts with funds received under government grants.
This may seriously harm our business, financial condition and results of operations. A failure to obtain additional government grants could have a material adverse effect on our development efforts and our ability to fund operations and execute on our business plan. We may pursue funding a portion of our development efforts with funds received under government grants.
Further, the award of grants is a subjective process and government agencies often do not provide detailed feedback on why a grant was not received. 12 Table of Contents A factor that could negatively impact our ability to obtain government grants is that our technology is in the early stages of commercialization.
Further, the award of grants is a subjective process and government agencies often do not provide detailed feedback on why a grant was not received. A factor that could negatively impact our ability to obtain government grants is that our technology is in the early stages of commercialization.
See also “— Our semiconductor fabrication partners may be unable to successfully and cost-effectively develop and implement new process steps necessary for bidirectional semiconductor device fabrication at scale. Supply chain disruptions and barriers to trade, such as tariffs, could interrupt product manufacturing and global logistics and increase product costs.
See also “— Our semiconductor fabrication partners may be unable to successfully and cost-effectively develop and implement new process steps necessary for bidirectional semiconductor device fabrication at scale. 11 Table of Contents Supply chain disruptions and barriers to trade, such as tariffs, could interrupt product manufacturing and global logistics and increase product costs.
Macro-economic conditions in the United States and abroad, like those currently in effect, may result in a tightening of the credit markets and/or less capital available for small public companies, which may make it more difficult for us to raise capital on commercially reasonable terms or at all.
Macro-economic conditions in the United States and abroad may result in a tightening of the credit markets and/or less capital available for small public companies, which may make it more difficult for us to raise capital on commercially reasonable terms or at all.
If we are unable to raise additional funds if and when needed, we may be required to delay, limit, reduce or terminate our development and commercialization efforts. Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.
If we are unable to raise additional funds if and when needed, we may be required to delay, limit, reduce or terminate our development and commercialization efforts. 15 Table of Contents Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.
The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. As of December 31, 2024, no securities analyst published reports on us.
The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. As of December 31, 2025, one securities analyst published reports on us.
At December 31, 2024, we had 1,297,369 potentially dilutive shares outstanding, exclusive of pre-funded warrants to purchase shares of common stock that are considered outstanding common shares and included in our computation of basic earnings per share, and we may grant additional options, restricted stock units, performance stock units, other stock-based awards and/or warrants in the future.
At December 31, 2025, we had 1,373,809 potentially dilutive shares outstanding, exclusive of pre-funded warrants to purchase shares of common stock that are considered outstanding common shares and included in our computation of basic earnings per share, and we may grant additional options, restricted stock units, performance stock units, other stock-based awards and/or warrants in the future.
In 2024, we added three distribution partners. We can provide no assurance that these distributors will be successful in selling our products or that we will be able to secure additional distribution partners in the future. A material part of our success depends on our ability to manage third-party resources.
In the last two years, we added four distribution partners. We can provide no assurance that these distributors will be successful in selling our products or that we will be able to secure additional distribution partners in the future. A material part of our success depends on our ability to manage third-party resources.
At December 31, 2024, we had 8,335,491 shares of common stock outstanding and 763,827 pre-funded warrants with an exercise price of $0.001 that are included in our computation of basic earnings per share.
At December 31, 2025, we had 8,537,387 shares of common stock outstanding and 653,827 pre-funded warrants with an exercise price of $0.001 that are included in our computation of basic earnings per share.
This restriction lasts for a period of three years following the share acquisition. These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.
These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.
If the license agreements we may enter into do not prove to be advantageous to us, our business and results of operations will be adversely affected.
We may license our technology in the future; however the terms of any such agreements may not prove to be advantageous to us. If the license agreements we may enter into do not prove to be advantageous to us, our business and results of operations will be adversely affected.
Since inception, we have sustained approximately $107.5 million in net losses and we had net losses for the years ended December 31, 2024 and 2023 of approximately $10.4 million and $10.0 million, respectively.
Since inception, we have sustained approximately $118 million in net losses and we had net losses for the years ended December 31, 2025 and 2024 of approximately $10.6 million and $10.4 million, respectively.
If we are unable to generate sufficient taxable income to utilize our net operating loss carryforwards, pre-2018 carryforwards could expire unused and be unavailable to offset future income tax liabilities. 13 Table of Contents In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period) is subject to limitation on its ability to utilize its pre-change net operating loss and credit carry-forwards, or net operating losses, to offset future taxable income.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period) is subject to limitation on its ability to utilize its pre-change net operating loss and credit carry-forwards, or net operating losses, to offset future taxable income.
While it is too early to determine how the new U.S. administration and its actions with respect to our target markets will impact the growth and scaling of those markets and related technologies, reduced government support could cause growth in these markets to slow or contract, which could have a material adverse effect on our prospects, business, future operating results and financial condition.
While it is difficult to gauge the impact that the U.S. administration and its actions will have on the global growth and scaling of our target markets and related technologies, reduced government support in the United States and abroad could cause growth in these global markets to slow or contract, which may have a material adverse effect on our prospects, business, future operating results and financial condition.
The provisions in our certificate and bylaws: authorize our Board to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us; limit who may call stockholder meetings; do not permit stockholders to act by written consent; do not provide for cumulative voting rights; and provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. 15 Table of Contents In addition, Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied.
The provisions in our certificate and bylaws: authorize our Board to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us; limit who may call stockholder meetings; do not permit stockholders to act by written consent; do not provide for cumulative voting rights; and provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.
In certain instances, the United States may obtain title to inventions related to this effort. If we were to lose title to those inventions, we may have to pay to license them from the United States in order to manufacture the inventions.
We previously received grant funds from the United States for the development of a bidirectional switch. In certain instances, the United States may obtain title to inventions related to this effort. If we were to lose title to those inventions, we may have to pay to license them from the United States in order to manufacture the inventions.
Driver development is subject to similar risks as B-TRAN® prototype and product development including being subject to unanticipated and significant delays, expenses and technical or other problems. 8 Table of Contents More generally, the commercialization of products using our technology and designs may also be adversely affected by many factors not within our control, including: the willingness of market participants to try new products incorporating our technology and the perceptions of these market participants of the safety, reliability, functionality and cost effectiveness of these products; the emergence of newer, possibly more effective technologies; the cost and availability of the raw materials and components needed to manufacture and use products incorporating our technology; and the adoption of new regulatory or industry standards that may adversely affect the use or cost of products incorporating our technology.
More generally, the commercialization of products using our technology and designs may also be adversely affected by many factors not within our control, including: the willingness of market participants to try new products incorporating our technology and the perceptions of these market participants of the safety, reliability, functionality and cost effectiveness of these products; the emergence of newer, possibly more effective technologies; the cost and availability of the raw materials and components needed to manufacture and use products incorporating our technology; and the adoption of new regulatory or industry standards that may adversely affect the use or cost of products incorporating our technology.
If we or our potential future licensees are not successful in achieving design wins, or if we or our potential future licensees do achieve design wins but the customers’ systems that utilize our designs are not successful, our business, financial condition, and results of operations could be materially and adversely impacted. 9 Table of Contents Even if we, or our potential future licensees, achieve design wins, the timing of generation of sales and/or licensing revenue will be dependent on the customer’s product design cycle.
If we or our potential future licensees are not successful in achieving design wins, or if we or our potential future licensees do achieve design wins but the customers’ systems that utilize our designs are not successful, our business, financial condition, and results of operations could be materially and adversely impacted.
We expect to incur losses and negative cash flows from operating activities at least until such time as we have commercialized our B-TRAN™ technology and developed a substantial and stable revenue base. We cannot assure you that we can develop a substantial and stable revenue base or achieve or sustain profitability in the future.
We expect to incur losses and negative cash flows from operating activities at least until such time as we have commercialized our B-TRAN® technology and developed a substantial and stable revenue base.
We have been funding operations primarily through the sale of common stock and pre-funded warrants. We currently generate limited commercial revenue, and, in order to fund our operations until we are profitable, we may need to raise additional funds and such funds may not be available on commercially acceptable terms, if at all.
We currently generate limited commercial revenue, and, in order to fund our operations until we are profitable, we will need to raise additional funds and such funds may not be available on commercially acceptable terms, if at all.
Protection of our technology is important to us so that we may offer our future customers proprietary products unavailable from our competitors, and so that we may prevent our competitors from using technology that we have developed or exclusively licensed.
Protection of our technology is important to us so that we may offer our future customers proprietary products unavailable from our competitors, and so that we may prevent our competitors from using technology that we have developed or exclusively licensed. If we are unable to effectively protect our intellectual property, our business and competitive position may be adversely affected.
However, after the new U.S. administration took office in January 2025, the federal government has signaled that there could be less support for these markets and technologies at the federal level going forward and that priorities may be shifting to other areas.
However, after the new U.S. administration took office in January 2025, there has been less support for these markets and technologies at the federal level as priorities have shifted to other areas.
We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on commercially reasonable terms or at all. We have and, prior to profitable commercialization at scale, may continue to rely on raising funds from investors and/or other sources to support our research and development activities and execute our business plan.
We have and, prior to profitable commercialization at scale, may continue to rely on raising funds from investors and/or other sources to support our research and development activities and execute our business plan.
If shifts in consumer interests or preferences or other factors result in slowed growth or contraction of any of our target markets, our efforts to commercialize our products in these markets may be unsuccessful or fall short of our current expectations and our business, prospects, future results of operations and financial condition may be materially and adversely affected.
If shifts in consumer interests or preferences or other factors result in slowed growth or contraction of any of our target markets, our efforts to commercialize our products in these markets may be unsuccessful or fall short of our current expectations and our business, prospects, future results of operations and financial condition may be materially and adversely affected. 12 Table of Contents We will need additional financing to execute our business plan and fund operations, which additional financing may not be available on commercially reasonable terms or at all.
Our inability to engage such partners in a cost-effective manner, the loss of any fabrication partner once engaged or industry supply chain disruptions may materially delay our development efforts and may have a materially adverse effect on our business, financial condition and results of operations.
Our inability to engage such partners in a cost-effective manner, the loss of any fabrication partner once engaged or industry supply chain disruptions may materially delay our development efforts and may have a materially adverse effect on our business, financial condition and results of operations. 9 Table of Contents We, or our potential future licensees, must achieve design wins to obtain customers, although design wins achieved may not necessarily result in substantial sales or licensing revenue to us.
Therefore, you should not expect to receive cash dividends on our common stock. Shares eligible for future sale, including warrants and options exercisable into shares of our common stock, may cause dilution to our existing stockholders and may adversely affect the market for our common stock.
Shares eligible for future sale, including pre-funded warrants and options exercisable into shares of our common stock and restricted stock units and performance stock units subject to future vesting, may cause dilution to our existing stockholders and may adversely affect the market for our common stock.
Our ability to successfully commercialize our products and future operating results depend on the continued growth of our target markets and related technologies. We are in the process of developing and commercializing products for use in our target markets, which include, among others, electric and hybrid electric vehicles, electric vehicle charging infrastructure, renewable energy, grid storage and improved grid resiliency.
We are in the process of developing and commercializing products for use in our target markets, which include, among others, AI data centers, solid-state circuit protection, electric and plug-in hybrid electric vehicles, electric vehicle charging infrastructure, renewable energy, grid storage and improved grid resiliency.
We can provide no assurance that customer engagements whereby potential customers evaluate and test our products will result in a design win.
It is critical that we, or our licensees, achieve these design wins in order to obtain customers and generate sales and/or licensing revenue. We can provide no assurance that customer engagements whereby potential customers evaluate and test our products will result in a design win.
We or our potential licensees could be competing against large power semiconductor device suppliers with substantially greater resources than us, financial and otherwise.
If new technologies supplant our technology, our business would be adversely affected and we will have to revise our plan of operation. We or our potential licensees could be competing against large power semiconductor device suppliers with substantially greater resources than us, financial and otherwise.
As a result, only appreciation in the price of our common stock, which may never occur, will provide a return to stockholders. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend.
We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend. Therefore, you should not expect to receive cash dividends on our common stock.
Our future growth could experience material and prolonged adverse effects if we fail to achieve design wins or if the design wins do not result in substantial revenue for us within a reasonable timeframe. We previously received grant funds from the United States for the development of a bidirectional switch.
In addition, the sales cycle into certain of our target markets, such as the automotive market, is typically very long. Our future growth could experience material and prolonged adverse effects if we fail to achieve design wins or if the design wins do not result in substantial revenue for us within a reasonable timeframe.
We also may intentionally accelerate our development and/or commercialization costs or may be faced with unexpected delays or challenges with development and/or commercialization that could significantly impact our operating results. Significant adverse fluctuations in our research and development spending and other operating costs from period to period could adversely affect the market price for our common stock.
We also may intentionally accelerate our development and/or commercialization costs or may be faced with unexpected delays or challenges with development and/or commercialization that could significantly impact our operating results.
This may result in the need to customize our designs, generally the packaging and/or driver rather than the B-TRAN® die, for certain applications or customers. We will need to work with semiconductor partners and/or manufacturers early in their design cycles to ensure that our designs will meet the requirements of their systems.
We anticipate that our current and future designs will typically be integrated into systems by our current and potential customers. This may result in the need to customize our designs, generally the packaging and/or driver rather than the B-TRAN® die, for certain applications or customers.
New technologies in the power semiconductor switch industry may supplant our technology in this market, which would harm our business and operations, and we may not be able to compete effectively in this industry and with any such new technologies. The power semiconductor switch industry is subject to significant technological change.
Significant adverse fluctuations in our research and development spending and other operating costs from period to period could adversely affect the market price for our common stock. 13 Table of Contents New technologies in the power semiconductor switch industry may supplant our technology in this market, which would harm our business and operations, and we may not be able to compete effectively in this industry and with any such new technologies.
If no research analysts initiate coverage on us in 2025, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. In addition, if one or more analysts initiate coverage on us but issues an adverse opinion regarding our stock, our stock price would likely decline.
If this securities analyst stops publishing reports on us and no other securities analysts initiate coverage on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Further, failure to adequately fabricate and timely ship our products to customers could lead to delays in their testing and evaluation and/or adoption of our technology, lost potential revenue, failure to meet customer demand and strained relationships with customers. 11 Table of Contents Changes in U.S. trade policies, the imposition of tariffs by the U.S. and retaliatory responses from other countries may significantly increase our costs of production and materially and adversely affect our business.
Further, failure to adequately fabricate and timely ship our products to customers could lead to delays in their testing and evaluation and/or adoption of our technology, lost potential revenue, failure to meet customer demand and strained relationships with customers.
Our future success will depend on the cutting-edge relevance of our technology, and thereafter on our ability to appropriately respond to changing technologies and changes in function of products and product quality. If new technologies supplant our technology, our business would be adversely affected and we will have to revise our plan of operation.
The power semiconductor switch industry is subject to significant technological change. Our future success will depend on the cutting-edge relevance of our technology, and thereafter on our ability to appropriately respond to changing technologies and changes in function of products and product quality.
We plan to reinvest all of our earnings, to the extent we have earnings, in order to market our products and to cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future.
At December 31, 2025, we had no shares of preferred stock outstanding. We have not paid dividends in the past and have no immediate plans to pay dividends. We plan to reinvest all of our earnings, to the extent we have earnings, in order to market our products and to cover operating costs and to otherwise become and remain competitive.
We import raw materials and components required to manufacture our products primarily from suppliers outside of the U.S., including Asia.
Changes in U.S. trade policies, the imposition of tariffs by the U.S. and retaliatory responses from other countries may significantly increase our costs of production and materially and adversely affect our business. We import raw materials and components required to manufacture our products primarily from suppliers outside of the U.S., including Asia.
There may be significant time between when we, or our potential future licensees, achieve design wins and when we generate initial sales and/or licensing revenue from these design wins. Significant delays in our customers’ product design cycles, or long product design cycles by these customers, could materially and adversely affect our business, financial condition and result of operations.
Even if we, or our potential future licensees, achieve design wins, the timing of generation of sales and/or licensing revenue will be dependent on the customer’s product design cycle. There may be significant time between when we, or our potential future licensees, achieve design wins and when we generate initial sales and/or licensing revenue from these design wins.
Once a manufacturer chooses a component for use in a particular system, it is likely to retain that component for the life of that system. In addition, the sales cycle into certain of our target markets, such as the automotive market, is typically very long.
Significant delays in our customers’ product design cycles, or long product design cycles by these customers, could materially and adversely affect our business, financial condition and result of operations. Once a manufacturer chooses a component for use in a particular system, it is likely to retain that component for the life of that system.
Removed
We, or our potential future licensees, must achieve design wins to obtain customers, although design wins achieved may not necessarily result in substantial sales or licensing revenue to us. We anticipate that our current and future designs will typically be integrated into systems by our current and potential customers.
Added
We cannot assure you that we can develop a substantial and stable revenue base or achieve or sustain profitability in the future. 8 Table of Contents We have been funding operations primarily through the sale of common stock and pre-funded warrants.
Removed
If we are unable to effectively protect our intellectual property, our business and competitive position may be adversely affected. 10 Table of Contents We may license our technology in the future; however the terms of any such agreements may not prove to be advantageous to us.
Added
Driver development is subject to similar risks as B-TRAN® prototype and product development including being subject to unanticipated and significant delays, expenses and technical or other problems.
Removed
At December 31, 2024, we had no shares of preferred stock outstanding. 14 Table of Contents We have not paid dividends in the past and have no immediate plans to pay dividends.
Added
Our ability to successfully commercialize our products and future operating results depend on the continued growth of our target markets and related technologies.
Added
If we are unable to generate sufficient taxable income to utilize our net operating loss carryforwards, pre-2018 carryforwards could expire unused and be unavailable to offset future income tax liabilities.
Added
We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. As a result, only appreciation in the price of our common stock, which may never occur, will provide a return to stockholders.
Added
In addition, Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of three years following the share acquisition.
Added
In addition, if this securities analyst downgrades his rating of our stock or one or more analysts initiate coverage on us but issues an adverse opinion regarding our stock, our stock price may decline. ITEM 1B: UNRESOLVED STAFF COMMENTS None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn December 2023, we conducted a thorough cybersecurity assessment with our third-party service provider. Based on their recommendations, we implemented several cybersecurity enhancements in 2024. To date and to our knowledge, no external entity has successfully breached our systems.
Biggest changePreviously, we conducted a thorough cybersecurity assessment with our third-party service provider. Based on their recommendations, we implemented several cybersecurity enhancements in 2024. We did not make any significant changes to our cybersecurity environment in 2025. To date and to our knowledge, no external entity has successfully breached our systems.
If a breach were to be discovered, our Chief Financial Officer would promptly inform our Chief Executive Officer, who would then communicate the details to our Board. In addition to our cybersecurity program, we have implemented operational improvements intended to streamline business processes, reduce certain risks, and fuel growth.
If a breach were to be discovered, our Chief Financial Officer would promptly inform our Chief Executive Officer, who would then communicate the details to our Board. 16 Table of Contents In addition to our cybersecurity program, we have implemented operational improvements intended to streamline business processes, reduce certain risks, and fuel growth.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2: PROPERTIES Our principal office is located at 5508 Highway 290 West, Suite 120, Austin, Texas 78735. We lease 5,775 square feet of office and laboratory space. The lease, as amended, commenced on July 1, 2024 and, as of December 31, 2024, the remaining term of the lease is 56 months.
Biggest changeITEM 2: PROPERTIES Our principal office is located at 5508 Highway 290 West, Suite 120, Austin, Texas 78735. We lease 5,775 square feet of office and laboratory space. The lease, as amended, commenced on July 1, 2024 and, as of December 31, 2025, the remaining term of the lease is 44 months.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4: MINE SAFETY DISCLOSURES 17 PART II. 17 ITEM 5: MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 17 ITEM 6: [RESERVED] 17 ITEM 7: MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 22 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 37 ITEM 9A: CONTROLS AND PROCEDURES 37 ITEM 9B: OTHER INFORMATION 37
Biggest changeITEM 4: MINE SAFETY DISCLOSURES 17 PART II. 17 ITEM 5: MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 17 ITEM 6: [RESERVED] 17 ITEM 7: MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 22 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 37 ITEM 9A: CONTROLS AND PROCEDURES 37 ITEM 9B: OTHER INFORMATION 37

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5: MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the Nasdaq Capital Market under the symbol “IPWR.” As of March 26, 2025, we had 22 shareholders of record.
Biggest changeITEM 5: MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the Nasdaq Capital Market under the symbol “IPWR.” As of March 25, 2026, we had 21 shareholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCustomer Engagements We announced several engagements and/or initial orders with large companies, including a second top 10 global automaker, a third global automaker, a top 10 global provider of power conversion solutions to the solar industry, two global diverse power management market leaders, three tier 1 automotive suppliers, a global power conversion supplier and others.
Biggest changeWe are currently working to complete the remaining deliverables under the August 2025 purchase order and engaged with Stellantis on a potential EV contactor program. 18 Table of Contents Customer Engagements We have announced several engagements and/or initial orders with large companies, including Stellantis and other global automakers, Forbes Global 500 diverse power management market leaders, global tier 1 automotive suppliers, circuit protection market leaders, inverter / energy storage market leaders and others.
Financing activities in the year ended December 31, 2024 resulted in a net cash inflow of $16,617,023 due to net proceeds from our public offering of $15,724,818 and proceeds from warrant and stock option exercises of $1,120,513, slightly offset by $228,308 for the payment of withholding taxes on the vesting of restricted stock units.
Financing activities in the year ended December 31, 2024 resulted in a net cash inflow of $16,617,023 due to net proceeds from our 2024 Public Offering of $15,724,818 and proceeds from warrant and stock option exercises of $1,120,513, slightly offset by $228,308 for the payment of withholding taxes on the vesting of restricted stock units.
Development Agreement In late 2022, we announced, and began the first phase of, a product development agreement with Stellantis, a top 10 global automaker, for a custom B-TRAN® power module for use in the automaker’s EV drivetrain inverters in its next generation EV platform.
Development Agreement In 2022, we announced, and began the first phase of, a product development agreement with Stellantis, a top 10 global automaker, for a custom B-TRAN® power module for use in the automaker’s EV drivetrain inverters in its next generation EV platform.
We have concluded that it is more likely than not that we will not have sufficient foreseeable taxable income within the carryforward period as applicable and permitted by current law to allow for the utilization of certain of the deductible amounts generating the deferred tax assets; therefore, a full valuation allowance has been established to reduce the net deferred tax assets to zero at December 31, 2024 and 2023.
We have concluded that it is more likely than not that we will not have sufficient foreseeable taxable income within the carryforward period as applicable and permitted by current law to allow for the utilization of certain of the deductible amounts generating the deferred tax assets; therefore, a full valuation allowance has been established to reduce the net deferred tax assets to zero at December 31, 2025 and 2024.
We are solely focused on the further development and commercialization of our B-TRAN® solid-state switch technology. To date, operations have been funded primarily through the sale of common stock and pre-funded warrants. From inception, we have generated $3.7 million in grant revenue for bidirectional power switch development.
We are solely focused on the further development and commercialization of our B-TRAN® solid-state switch technology. To date, operations have been funded primarily through the sale of common stock and pre-funded warrants and we have generated $3.7 million in grant revenue for bidirectional power switch development.
We pay $50,000 annually under this agreement. At December 31, 2024, the estimated present value of future payments under these licensing agreements was $1,157,375 with $150,000 due and payable in 2025. We are accruing interest for future payments related to these agreements.
We pay $50,000 annually under this agreement. At December 31, 2025, the estimated present value of future payments under these licensing agreements was $1,036,538 with $150,000 due and payable in 2026. We are accruing interest for future payments related to these agreements.
Additional future financing may be necessary to fund our operations and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all.
See February 2026 Offering below. Additional future financing may be necessary to fund our operations and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all.
We expect an increase in cash outflows from operating activities in 2025 as we further commercialize our B-TRAN™ technology. Investing activities in the years ended December 31, 2024 and 2023 resulted in cash outflows of $506,428 and $522,946, respectively.
We expect an increase in cash outflows from operating activities in 2026 as we further commercialize our B-TRAN® technology. Investing activities in the years ended December 31, 2025 and 2024 resulted in cash outflows of $449,494 and $506,428, respectively.
We determined that there was a $77,444 impairment in the value of long-lived assets during the year ended December 31, 2024, and no impairment in the value of long-lived assets during the year ended December 31, 2023. Income Taxes.
We determined that there was a $41,122 impairment in the value of long-lived assets during the year ended December 31, 2025 and a $77,444 impairment in the value of long-lived assets during the year ended December 31, 2024. Income Taxes.
Those estimates may be based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and/or information available from other outside sources, as appropriate.
Those estimates may be based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and/or information available from other outside sources, as appropriate. Please see Footnote 2 to our financial statements for a summary of our significant accounting policies.
For the year ended December 31, 2024, cash outflows for the acquisition of intangible assets were $309,162 and capital expenditures were $197,266. For the year ended December 31, 2023, cash outflows for the acquisition of intangible assets were $282,121 and capital expenditures were $240,825. Our capital expenditures in both years were primarily for lab testing equipment.
For the year ended December 31, 2025, cash outflows for the acquisition of intangible assets were $330,013 and capital expenditures were $119,481. For the year ended December 31, 2024, cash outflows for the acquisition of intangible assets were $309,162 and capital expenditures were $197,266. Our capital expenditures in both years were primarily for lab testing equipment.
Although we believe we have adequate sources of liquidity over the long term, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets could each impact our business and liquidity. 20 Table of Contents Operating activities in the year ended December 31, 2024 resulted in cash outflows of $8,742,580, which were due to the net loss for the period of $10,417,813, unfavorable balance sheet timing of $399,667 and a non-cash gain on lease termination of $15,319, partly offset by other non-cash items including stock-based compensation of $1,596,254, depreciation and amortization of $341,045, the write-off of long-lived assets of $77,444 and amortization of right of use asset of $75,476.
Operating activities in the year ended December 31, 2024 resulted in cash outflows of $8,742,580, which were due to the net loss for the period of $10,417,813, unfavorable balance sheet timing of $399,667 and a non-cash gain on lease termination of $15,319, partly offset by other non-cash items including stock-based compensation of $1,596,254, depreciation and amortization of $341,045, the write-off of long-lived assets of $77,444 and amortization of right of use asset of $75,476.
These companies intend to test and evaluate the B-TRAN® for use in their applications and these engagements could lead to future design wins or custom development agreements. We also announced agreements with three distribution partners. We may add other distribution partners in the future.
These companies intend to test and evaluate, or are already in the process of testing and evaluating, our technology for use in their applications. These engagements could lead to future design wins or custom development agreements. We also announced agreements with multiple distribution partners. We may add other distribution partners in the future.
Our loss from operations for the year ended December 31, 2024 was $11,071,175 or 7% higher than the $10,352,088 loss from operations for the year ended December 31, 2023, driven by the factors discussed above. Interest Income, Net.
Our loss from operations for the year ended December 31, 2025 was $10,933,189 or 1% lower than our $11,071,175 loss from operations for the year ended December 31, 2024, driven by the factors discussed above. Interest Income, Net.
We expect higher sales and marketing expenses in 2025 as we expand our engagement with prospective customers, continue to build our sales pipeline and further commercialize our B-TRAN® technology and related products. Loss from Operations.
We expect higher sales and marketing expenses in 2026 as we add sales personnel, expand our engagement and sales pipeline with prospective customers, and further commercialize our B-TRAN® technology and related products. 20 Table of Contents Loss from Operations.
Results of Operations Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 Commercial Revenue. Commercial revenue was $86,032 in the year ended December 31, 2024 compared to $161,483 in the year ended December 31, 2023. In the year ended December 31, 2024, our commercial revenue related to development agreements and product sales.
Results of Operations Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 Revenue. Revenue was $37,728 in the year ended December 31, 2025 compared to $86,032 in the year ended December 31, 2024. In both years, our revenue related to development agreements and low-volume product sales.
Our net loss increased by $463,793 or 5%, to $10,417,813 for the year ended December 31, 2024 from a net loss of $9,954,020 for the year ended December 31, 2023 for the reasons discussed above. Liquidity and Capital Resources In 2024, we generated commercial revenue of $86,032.
Our net loss increased by $160,607 or 2%, to $10,578,420 for the year ended December 31, 2025 from a net loss of $10,417,813 for the year ended December 31, 2024 for the reasons discussed above. Liquidity and Capital Resources In 2025, we generated revenue of $37,728.
We recognized a right of use asset of $524,025 and a corresponding lease liability for the Amended Lease on the commencement date.
We recognized a right of use asset of $524,025 and a corresponding lease liability for the Amended Lease on the commencement date. For purposes of calculating the right of use asset and lease liability, we estimated our incremental borrowing rate at 8.5% per annum.
For purposes of calculating the right of use asset and lease liability, we estimated our incremental borrowing rate at 8.5% per annum. 21 Table of Contents Future minimum payments under the Amended Lease are as follows: For the Year Ended December 31, 2025 $ 120,004 2026 123,297 2027 126,703 2028 130,197 2029 88,579 Total lease payments 588,780 Less: imputed interest (102,764 ) Total lease liability 486,016 Less: current portion of lease liability (82,681 ) Long-term lease liability $ 403,335 Licensing Agreements In 2015, we entered into a licensing agreement which expires in February 2033.
Future minimum payments under the Amended Lease are as follows: For the Year Ended December 31, 2026 $ 123,297 2027 126,703 2028 130,197 2029 88,579 Total lease payments 468,776 Less: imputed interest (65,441 ) Total lease liability 403,335 Less: current portion of lease liability (93,435 ) Long-term lease liability $ 309,900 Licensing Agreements In 2015, we entered into a licensing agreement which expires in February 2033.
Operating activities in the year ended December 31, 2023 resulted in cash outflows of $7,131,578, which were due to the net loss for the period of $9,954,020, partly offset by other non-cash items including stock-based compensation of $2,321,380, depreciation and amortization of $271,746, amortization of right of use asset of $62,150 and favorable balance sheet timing of $167,116.
Operating activities in the year ended December 31, 2025 resulted in cash outflows of $9,135,479, which were due to the net loss for the period of $10,578,420, partly offset by other non-cash items including stock-based compensation of $729,173, depreciation and amortization of $371,419, amortization of right of use asset of $86,100, and asset impairments of $77,109 as well as favorable balance sheet timing of $179,140.
In addition, we were required to pay our proportionate share of operating costs for the building under this triple net lease. In April 2024, we entered into a first amendment and relocation agreement (the “Amended Lease”) with our landlord. Under the Amended Lease, we relocated to another, larger suite in the same office building.
The commencement of the lease occurred on June 1, 2021 and the initial term of the lease was 63 months. In April 2024, we entered into a first amendment and relocation agreement (the “Amended Lease”) with our landlord. Under the Amended Lease, we relocated to another, larger suite in the same office building.
The net proceeds to us from the public offering were $15.7 million. We intend to use the net proceeds from the public offering to fund further commercialization and development of our B-TRAN® technology and general corporate and working capital purposes.
The pre-funded warrants have an exercise price of $0.001 per share. The estimated net proceeds to us from the February 2026 Offering are $12.6 million. We intend to use the net proceeds from the February 2026 Offering to fund further commercialization and development of our B-TRAN® technology and products and general corporate and working capital purposes.
Financing activities in the year ended December 31, 2023 resulted in a cash outflow of $216,264 for the payment of withholding taxes on the vesting of restricted stock units.
Financing activities in the year ended December 31, 2025 resulted in a net cash outflow of $128,828 due to the payment of withholding taxes on the vesting of restricted stock units of $128,938, slightly offset by $110 in proceeds from the exercise of pre-funded warrants.
First Design Win In late 2024, we announced our first design win for solid-state circuit breakers (SSCBs) with one of the largest circuit protection equipment manufactures in Asia serving the industrial and utility markets. In connection with this design win, we entered into a joint development agreement for a SSCB product incorporating multiple B-TRAN® devices.
First Design Win In late 2024, we announced our first design win for solid-state circuit breakers (“SSCBs”) with one of the largest circuit protection equipment manufacturers in Asia serving the data center, renewable energy, energy storage, EV and other industrial markets.
We expect no gross profit from other grants that we are pursuing, or may pursue, in 2025. Gross Profit (Loss). Our gross loss was $7,377 for the year ended December 31, 2024 due to the higher costs associated with initial low volume production.
Our gross loss was $22,680 for the year ended December 31, 2025 compared to $7,377 for the year ended December 31, 2024 due to the higher costs associated with initial low volume production and, in 2025, costs exceeding revenue under the development agreement with our first design win customer.
Interest income, net increased by $255,294 to $653,362 for the year ended December 31, 2024 from $398,068 for the year ended December 31, 2023 due primarily to a higher average balance on our money market account in 2024 as a result of our public offering. Net Loss.
Interest income, net decreased by $298,593 to $354,769 for the year ended December 31, 2025 from $653,362 for the year ended December 31, 2024 due to a declining cash balance in, and lower interest rates on, our money market account in 2025 compared to 2024. Net Loss.
Product Launches In early 2023, we launched our first commercial product, the SymCool® Power Module. This multi-die B-TRAN® module is designed to meet the very low conduction loss needs of the solid-state circuit breaker market.
This single B-TRAN® die packaged for electrical connection is designed to meet the very low conduction loss needs of the solid-state circuit protection and electric vehicle (“EV”) contactor markets. Our second commercial product launch was the SymCool® Power Module.
We believe that our cash and cash equivalents on hand will be sufficient to meet our ongoing liquidity needs for at least the next 12 months.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $6,129,049 and $15,842,850, respectively. Our net working capital and long-term debt at December 31, 2025 were $5,567,488 and $0, respectively. We believe that our cash and cash equivalents on hand will be sufficient to meet our ongoing liquidity needs for at least the next 12 months.
General and Administrative Expenses. General and administrative expenses increased by $75,153, or 2%, to $3,608,536 in the year ended December 31, 2024 from $3,533,383 in the year ended December 31, 2023. We expect slightly higher general and administrative expenses, exclusive of stock-based compensation, in 2025. Sales and Marketing Expenses.
General and administrative expenses increased by $158,254, or 4%, to $3,766,790 in the year ended December 31, 2025 from $3,608,536 in the year ended December 31, 2024.
Please see Footnote 2 to our financial statements for a summary of our significant accounting policies. 18 Table of Contents Stock-Based Compensation . We apply FASB ASC 718, “Stock Compensation,” when recording stock-based compensation. Grants to non-employees are also accounted for under ASC 718.
Stock-Based Compensation . We apply FASB ASC 718, “Stock Compensation,” when recording stock-based compensation. Grants to non-employees are also accounted for under ASC 718. The fair value of each restricted stock unit award is the closing pricing of our stock on the date of grant.
Public Offering In March and April 2024, we issued and sold 1,666,668 shares of our common stock at a price of $7.50 per share and 633,332 pre-funded warrants to purchase shares of our common stock at a price of $7.499 per pre-funded warrant in an underwritten public offering. The pre-funded warrants have an exercise price of $0.001 per share.
February 2026 Offering In February 2026, we issued and sold 3,505,855 shares of our common stock at a price of $2.75 per share and 952,881 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in an underwritten public offering and 631,332 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in a concurrent private placement (taken together, the “February 2026 Offering”).
Public Offering In March and April 2024, we issued and sold 1,666,668 shares of our common stock at a price of $7.50 per share and 633,332 pre-funded warrants to purchase shares of our common stock at a price of $7.499 per pre-funded warrant in an underwritten public offering. The pre-funded warrants have an exercise price of $0.001 per share.
February 2026 Offering In February 2026, we issued and sold 3,505,855 shares of our common stock at a price of $2.75 per share and 952,881 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in an underwritten public offering and 631,332 pre-funded warrants to purchase shares of common stock at a price of $2.749 per pre-funded warrant in a concurrent private placement (taken together, the “February 2026 Offering”).
Gross profit was $38,258 in the year ended December 31, 2023 as commercial revenue from our development agreement with Stellantis exceeded the associated program costs. We do not expect to recognize a gross profit from commercial revenue in 2025 due to the higher costs associated with initial low volume production. Research and Development Expenses.
We expect a gross loss in 2026 due to the higher costs associated with low volume production. Research and Development Expenses. Research and development expenses decreased by $160,007, or 3%, to $6,047,211 in the year ended December 31, 2025 from $6,207,218 in the year ended December 31, 2024.
Contractual Obligations and Commitments Lease In March 2021, we entered into a lease agreement (the “Original Lease”) for 4,070 square feet of office and laboratory space located in Austin, Texas (the “Original Suite”). The commencement of the lease occurred on June 1, 2021 and the initial term of the lease was 63 months.
We intend to use the net proceeds from the February 2026 Offering to fund further commercialization and development of our B-TRAN® technology and products and general corporate and working capital purposes. 21 Table of Contents Contractual Obligations and Commitments Lease In March 2021, we entered into a lease agreement (the “Original Lease”) for 4,070 square feet of office and laboratory space located in Austin, Texas (the “Original Suite”).
We are in the process of commercializing our B-TRAN® technology and have launched our first two commercial products, the SymCool® Power Module and SymCool® IQ Intelligent Power Module. We generated $86,032 and $161,483, respectively, in commercial revenue in the years ended December 31, 2024 and 2023.
We may pursue additional research and development grants, if and when available, to further develop and/or improve our technology. We are in the process of commercializing our B-TRAN® technology and have launched our first two commercial products, the discrete B-TRAN® and the SymCool® Power Module.
In the year ended December 31, 2023, our commercial revenue consisted of development revenue including the sale of packaged B-TRAN® devices. We expect to recognize modest commercial revenue from both product sales and development agreements in 2025 with product sales increasing in the second half of the year. 19 Table of Contents Grant Revenue.
We expect to recognize modest revenue from both product sales and development agreements in 2026. Cost of Revenue. Cost of revenue was $60,408 and $93,409 for the years ended December 31, 2025 and 2024, respectively. Gross Loss.
In 2025, we expect growth in commercial revenue from product sales and product development agreements. While we do not have any active government programs, we are pursuing government funding opportunities that may result in additional grant revenue in the future. We have incurred losses since our inception.
In 2026, we expect growth in revenue from product development agreements and product sales although we do not expect to recognize a gross profit. We have incurred losses since our inception. We have funded our operations to date primarily through the sale of common stock and common stock equivalents.
The increase was due to higher personnel costs of $623,688, engineering services, primarily packaging costs, of $123,760, search and placement fees and expenses of $110,754 and other B-TRAN® spending of $105,497, partly offset by lower stock-based compensation expense of $499,692. We expect higher research and development expenses in 2025 as we further develop our B-TRAN® technology and related drive circuitry.
We expect higher research and development expenses in 2026 due to significantly lower expected stock unit forfeitures as well as higher spending to further develop our B-TRAN® technology and products and related drive circuitry. General and Administrative Expenses.
Removed
Grant revenue was $0 and $37,388, respectively, in the years ended December 31, 2024 and 2023. We may pursue additional research and development grants, if and when available, to further develop and/or improve our technology.
Added
We generated $37,728 and $86,032, respectively, in commercial revenue in the years ended December 31, 2025 and 2024. CEO Transition Effective November 2, 2025, R. Daniel Brdar, the then President and Chief Executive Officer and member of the Board of Directors of the Company (the “Board”), retired from all positions with us.
Removed
We commenced shipment of SymCool® Power Modules to fulfill customer orders in early 2024. 17 Table of Contents In late 2023, we launched our second commercial product, the SymCool® IQ Intelligent Power Module. The SymCool® IQ IPM builds on the bidirectional B-TRAN® multi-die packaging design of our SymCool® Power Module and adds an integrated intelligent driver optimized for bidirectional operation.
Added
Effective November 3, 2025, the Board appointed David Somo as the President and Chief Executive Officer and as a member of the Board. Product Launches Our first commercial product launch was the discrete B-TRAN®.
Removed
This product targets several markets including renewable energy, energy storage, EV charging and other industrial applications. We announced our first order for this product in late 2024.
Added
This multi-die B-TRAN® module is also designed to meet the very low conduction loss needs of the solid-state circuit protection and EV contactor markets. Upon product launch, we design and build initial prototypes for testing and to solicit customer feedback.
Removed
The next phase of the program is expected to build on the prior phases and transition to Stellantis’ production team. We are currently finalizing the scope of work for the next phase of the program with Stellantis.
Added
Based on the results of testing and customer feedback, we incorporate any necessary changes into the product design, build final prototypes and complete additional testing prior to full commercial release. To date, our customers have purchased prototypes in small quantities for evaluation and provided us feedback that has been incorporated into our final product designs.
Removed
This phase is expected to include the extensive testing of the custom B-TRAN® module to meet automotive certification standards enabling B-TRAN® to be the core of the powertrain inverter for the automaker’s next-generation EVs.
Added
We expect significantly higher volume orders from customers once we secure a design win from them, and they start to build inventory in advance of launching their OEM products.
Removed
The agreement includes the product design, prototype builds and testing of the SSCB which is targeted for completion in the second quarter of 2025 to be followed by commercial sales later in the years. We expect to announce additional design wins and/or custom development agreements in 2025.
Added
For the products described above, we would expect the time from announcing a design win to the sale of the related OEM product to be roughly twelve to eighteen months, although it may vary considerably depending on the customer and application. We would expect a significantly longer design cycle for automotive applications.
Removed
The fair value of each stock option award is estimated on the date of grant using the commonly used Black-Scholes option valuation model. The assumptions used in the Black-Scholes model are as follows: Grant Price — The grant price is determined based on the closing share price on the date of grant.
Added
Design wins are expected to result in significant revenue growth for us over time as product life cycles tend to be relatively long for power electronics products as changing to another technology would require an OEM to redesign their product. See "First Design Win” below.
Removed
Risk-free interest rate — The risk-free interest rate is based on the implied yield available on US Treasury securities at the time of grant with an equivalent term of the expected life of the award.
Added
In August 2025, we secured an order from Stellantis for custom development and packaged devices targeting multiple EV applications. We completed the first of five deliverables under this purchase order in 2025. Also in 2025, Stellantis informed us that they are prioritizing the EV contactor application over the drivetrain inverter application.
Removed
Expected lives — As permitted by SAB 107, due to our insufficient history of option activity, we utilize the simplified approach to estimate the options’ expected term, calculated as the midpoint between the vesting period and the contractual life of the award. Expected volatility — Volatility is estimated based on the historical volatilities of comparable companies.
Added
Recently, we signed a letter of intent with a power module maker in Asia to manufacture and offer B-TRAN®-based power modules for sale to their customers. We may engage with other power module manufacturers or others in the power semiconductor ecosystem in the future to further expand the channels to market for products incorporating our technology.
Removed
Expected dividend yield — Dividend yield is based on current yield at the grant date or the average dividend yield over the historical period. We have never declared or paid dividends and have no plans to do so in the foreseeable future.
Added
In connection with this design win, we entered into a joint development agreement for a SSCB product incorporating multiple B-TRAN® devices. The agreement included the product design, prototype builds and testing of the SSCB. We completed our deliverables, including SSCB prototypes, under this agreement in the first quarter of 2025.
Removed
The fair value for performance stock units, which contain market conditions, is estimated on the date of grant using a Monte Carlo analysis utilizing the same expected volatility assumption as utilized in the Black-Scholes model for stock options. We did not grant any stock option or performance stock unit awards in the year ended December 31, 2024. Intangible Assets .
Added
In the third quarter of 2025, the customer successfully completed their testing of updated SSCB prototypes that included enhancements requested by the customer. The customer plans on gathering feedback on this new product from their end customers ahead of product launch.
Removed
We did not recognize any grant revenue in the year ended December 31, 2024. Grant revenue was $37,388 in the year ended December 31, 2023 as we completed our $1.2 million subcontract with Diversified Technologies, Inc.
Added
In February 2026, we entered into a multi-year strategic cooperation agreement with this customer for the design, development and worldwide sales of circuit protection solutions including SSCBs, battery disconnect units and EV contactors featuring B-TRAN®. We expect to announce additional design wins and/or custom development agreements with this customer and/or other customers in 2026.
Removed
(“DTI”) to supply B-TRAN® devices as part of a contract awarded to DTI by the United States Naval Sea Systems Command for the development and demonstration of a B-TRAN® enabled high efficiency direct current solid-state circuit breaker.
Added
The fair value of each performance stock unit award with market conditions is estimated on the date of grant using a Monte Carlo simulation.
Removed
Although our primary focus is the commercialization of our B-TRAN® technology and initial products, we are pursuing additional government funding opportunities that may result in additional grant revenue in the future. Cost of Commercial Revenue. Cost of commercial revenue was $93,409 and $123,225 for the years ended December 31, 2024 and 2023, respectively. Cost of Grant Revenue.
Added
The fair value of each performance stock unit award with performance conditions is determined based on the closing price of our stock on the date of grant and on whether it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each reporting period for performance stock units with performance conditions.
Removed
We did not recognize any cost of grant revenue in the year ended December 31, 2024. Cost of grant revenue was $37,388 for the year ended December 31, 2023. The cost of grant revenue in 2023 was equal to the associated grant revenue resulting in no gross profit.
Added
We did not grant any stock option awards in the years ended December 31, 2025 and 2024. 19 Table of Contents The Company issues common stock upon exercise of equity awards and warrants and upon the vesting of performance stock units and restricted stock units. Intangible Assets .
Removed
Research and development expenses increased by $464,007, or 8%, to $6,207,218 in the year ended December 31, 2024 from $5,743,211 in the year ended December 31, 2023.
Added
The decrease was due to lower stock-based compensation expense of $856,914, primarily due to the forfeiture of unvested performance stock units and restricted stock units, and prototyping, packaging and testing costs of $198,296, partly offset by higher semiconductor foundry costs, as we were engaged for the full year with two foundries, of $755,390, search and placement fees of $104,286 and other B-TRAN® spending of $35,527.
Removed
Sales and marketing expenses increased by $134,292, or 12%, to $1,248,044 in the year ended December 31, 2024 from $1,113,752 in the year ended December 31, 2023. The increase was due primarily to higher personnel costs of $220,998 and other costs of $23,287, partly offset by lower stock-based compensation expense of $63,557 and professional fees of $46,436.
Added
The increase was due to higher search and placement fees of $220,519, stock-based compensation expense of $137,535, legal fees of $94,161 and other spending of $35,366, partly offset by lower investor relations spending of $329,327. We expect moderately higher general and administrative expenses, exclusive of stock-based compensation, in 2026. Sales and Marketing Expenses.
Removed
We have funded our operations to date primarily through the sale of common stock and common stock equivalents. As of December 31, 2024 and 2023, we had cash and cash equivalents of $15,842,850 and $8,474,835, respectively. Our net working capital and long-term debt at December 31, 2024 were $15,735,796 and $0, respectively.
Added
Sales and marketing expenses decreased by $151,536, or 12%, to $1,096,508 in the year ended December 31, 2025 from $1,248,044 in the year ended December 31, 2024.
Removed
The net proceeds to us from the public offering were $15.7 million. We intend to use the net proceeds from the public offering to fund further commercialization and development of our B-TRAN™ technology and general corporate and working capital purposes.
Added
The decrease was due primarily to lower stock-based compensation expense, on the forfeiture of previously granted but unvested equity awards, of $147,703 and personnel costs of $103,918, partly offset by higher search and placement fees of $72,454 and other costs of $27,631.
Removed
The actual base rent in the first year of the lease was $56,471 and was net of $18,824 in abated rent over the first three months of the lease term. The annual base rent in the second year of the lease was $77,330 and increased by $2,035 in each succeeding year of the lease.
Added
Although we believe we have adequate sources of liquidity over the long term, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets could each impact our business and liquidity.
Added
The pre-funded warrants have an exercise price of $0.001 per share. The estimated net proceeds to us from the February 2026 Offering are $12.6 million.

Other IPWR 10-K year-over-year comparisons