Form 8-K Ideal Power Inc. For: Jul 01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________

    

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 1, 2021

________________________________________________________________

 

IDEAL POWER INC.

(Exact name of registrant as specified in Charter)

  

Delaware		001-36216		14-1999058
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

 

 

5508 Highway 290 West, Suite 120

Austin, Texas, 78735

(Address of Principal Executive Offices)

 

512-264-1542

(Issuer Telephone number)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

  

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
	¨	Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	IPWR	Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 4.01.

Changes in Registrant’s Certifying Accountant.

 

Effective July 1, 2021, Gumbiner Savett Inc. (“GS”), the independent registered public accounting firm for Ideal Power Inc. (the “Company”), combined with BPM LLP (“BPM”). Solely as a result of this transaction, on July 1, 2021, GS resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation as a result of the transaction, the Company’s audit committee approved the engagement of BPM as the new independent registered public accounting firm for the Company for the Company’s fiscal year ending December 31, 2021.

 

The audit reports of GS on the Company’s financial statements for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception that, the report dated March 30, 2020, contained an explanatory paragraph about the Company’s ability to continue as a going concern.

 

During the two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding GS’s resignation, there were no disagreements between the Company and GS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of GS would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

 

During the two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding GS’s resignation, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

During the two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding BPM’s engagement, the Company did not consult with BPM on either (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and BPM did not provide either a written report or oral advise to the Company that BPM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided GS a copy of the disclosures in this Form 8-K and has requested that GS furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of the letter dated July 7, 2021 is filed as Exhibit 16.1 to this Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.		Description
16.1		Letter of Gumbiner Savett Inc., dated July 7, 2021.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 7, 2021	IDEAL POWER INC.
	By:	/s/ Timothy Burns
		Timothy Burns
		Chief Financial Officer

 

 

 

 

 

Exhibit 16.1

 

 

 

 

July 7, 2021

 

 

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Dear Ladies and Gentleman:

 

We are the former independent registered public accounting firm for Ideal Power, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated July 7, 2021 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.

 

Sincerely,

/s/ Gumbiner Savett Inc

 

Gumbiner Savett Inc

 

 

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