SecProbe.io

CORRESP
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	ipwr20260331_corresp.htm

April 1, 2026

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

			Re:

			Ideal Power Inc.

			Registration Statement on Form S-1

			Filed March 27, 2026

			File No. 333-294696

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) be accelerated so that it becomes effective at 4:00 p.m., Eastern Time, on Friday, April 3, 2026, or as soon thereafter as practicable.

Please call Ned Prusse of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

			Respectfully submitted,

			IDEAL POWER INC.

			By:
			/s/ Timothy Burns

			Timothy Burns

			Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2026

David Somo
Chief Executive Officer
Ideal Power Inc.
5508 Highway 290 West, Suite 120
Austin, Texas, 78735

 Re: Ideal Power Inc.
 Registration Statement on Form S-1
 Filed on March 27, 2026
 File No. 333-294696
Dear David Somo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 ipwr20260107_corresp.htm

 January 7, 2026

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Re: Ideal Power Inc.

 Registration Statement on Form S-3

 Filed December 30, 2025

 File No. 333-292492

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so that it becomes effective at 4:00 p.m., Eastern Time, on Friday, January 9, 2026, or as soon thereafter as practicable.

 Please call Ned Prusse of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

 Respectfully submitted,

 IDEAL POWER INC.

 By:
 /s/ Timothy Burns

 Timothy Burns

 Chief Financial Officer

January 6, 2026
David Somo
Chief Executive Officer
Ideal Power Inc.
5508 Highway 290 West, Suite 120
Austin, Texas, 78735
Re:Ideal Power Inc.
Registration Statement on Form S-3
Filed December 30, 2025
File No. 333-292492
Dear David Somo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ned A. Prusse

CORRESP
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January 5, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Ideal Power Inc.

    Registration Statement on Form S-3

    Filed December 29, 2022

    File No. 333-269060

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date of the above-captioned
Registration Statement on Form S-3 (File No. 333-269060) be accelerated so that it becomes effective at 4:00 p.m., Eastern Time,
on Monday, January 9, 2023, or as soon thereafter as practicable.

Please call Ned Prusse of
Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    IDEAL POWER INC.

    By:
    /s/ Timothy Burns

    Timothy Burns

    Chief Financial Officer

    cc: Ned Prusse (Perkins Coie LLP)

United States securities and exchange commission logo
January 5, 2023
Timothy Burns
Chief Financial Officer
Ideal Power Inc.
5508 Highway 290 West, Suite 120
Austin, Texas 78735
Re:Ideal Power Inc.
Registration Statement on Form S-3
Filed December 29, 2022
File No. 333-269060
Dear Timothy Burns:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ned Prusse

CORRESP
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December 1, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Ideal Power Inc.

Registration Statement on Form S-3

Filed November 20, 2020

File No. 333-250844

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date
of the above-captioned Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:00 p.m., Eastern
Time, on Wednesday, December 2, 2020, or as soon thereafter as practicable.

Please call Ned Prusse
of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    IDEAL POWER INC.

    By:
    /s/ Timothy Burns

    Timothy Burns

    Chief Financial Officer

cc: Ned Prusse (Perkins Coie LLP)

United States securities and exchange commission logo
November 27, 2020
Tim Burns
Chief Financial Officer
Ideal Power Inc.
4120 Freidrich Lane
Suite 100
Austin, Texas, 78744
Re:Ideal Power Inc.
Registration Statement on Form S-3
Filed November 20, 2020
File No. 333-250844
Dear Mr. Burns:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Asia Timmons-Pierce at 202-551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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September 3, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Ideal Power Inc.

Registration Statement on Form S-3

Filed August 28, 2020

File No. 333-248466

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date
of the above-captioned Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:00 p.m., Eastern
Time, on Tuesday, September 8, 2020, or as soon thereafter as practicable.

Please call Ned Prusse
of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    IDEAL POWER INC.

    By:
    /s/ Timothy Burns

    Timothy Burns

    Chief Financial Officer

 cc: Ned Prusse (Perkins Coie LLP)

United States securities and exchange commission logo
September 2, 2020
R. Daniel Brdar
President and Chief Executive Officer
Ideal Power Inc.
4120 Freidrich Lane, Suite 100
Austin, TX 78744
Re:Ideal Power Inc.
Registration Statement on Form S-3
Filed August 28, 2020
File No. 333-248466
Dear Mr. Brdar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ned A. Prusse, Esq.

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December 18, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Ideal Power Inc.

Registration Statement on Form S-3

Filed December 13, 2019

File No. 333-235500

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Company”) hereby requests that the effective date
of the above-captioned Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:00 p.m., Eastern
Time, on Friday, December 20, 2019, or as soon thereafter as practicable.

Please call Ned Prusse
of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    IDEAL POWER INC.

    By:
    /s/ Timothy Burns

    Timothy Burns

    Chief Financial Officer

cc: Ned Prusse (Perkins Coie LLP)

December 17, 2019
Lon E. Bell
President and Chief Executive Officer
Ideal Power Inc.
4120 Freidrich Lane, Suite 100
Austin, Texas 78744
Re:Ideal Power Inc.
Registration Statement on Form S-3
Filed December 13, 2019
File No. 333-235500
Dear Mr. Bell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ned A. Prusse

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		Document

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3628

Attention:

 Amanda Ravitz, Assistant Director

 Tom Jones, Examiner

Re:

 Ideal Power Inc.

 Registration Statement on Form S-3 (File No. 333-217088)

 Filed March 31, 2017

 Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ideal Power Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 to 4:30 p.m., Eastern Time, on April 21, 2017, or as soon thereafter as practicable. The Registrant hereby authorizes Samer M. Zabaneh, of DLA Piper LLP (US), counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of the effectiveness of the Registration Statement by telephone to Samer M. Zabaneh of DLA Piper LLP (US) at (512) 457-7126. We also respectfully request that a copy of the Commission’s order declaring the Registration Statement effective be sent to Samer M. Zabaneh via facsimile at (512) 457-7001. Thank you for your assistance.

Very truly yours,

IDEAL POWER INC.

By: /s/ Timothy W. Burns

Timothy W. Burns

Chief Financial Officer

cc:

 R. Daniel Brdar (Ideal Power Inc.)

 Samer M. Zabaneh (DLA Piper LLP (US))

 Anna M. Denton (DLA Piper LLP (US))

Mail Stop 3030
April 18, 2017

Via E -mail
R. Daniel Brdar
Chief Executive Officer
Ideal Power Inc.
4120 Freidrich Lane, Suite 100
Austin, TX 78744

Re: Ideal Power Inc.
Registration Statement on Form S-3
Filed March 31, 2017
 File No. 333 -217088

Dear M r. Brdar:

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Samer M. Zabaneh

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    ipwrcorrespnov192013.htm

IDEAL POWER INC.

5004 Bee Creek Road, Suite 600

Spicewood, Texas

November 19, 2013

VIA EDGAR

Amanda Ravitz

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance/Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Re:         Ideal Power Inc.

Registration Statement on Form S-1

Filed on August 6, 2013 and amended on September 18, 2013,

October 11, 2013, October 28, 2013, November 5, 2013,

November 12, 2013 and November 15, 2013

File No. 333-190414

Dear Ms. Ravitz:

Ideal Power Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned registration statement (the “Filing”) be ordered effective at 4:00 p.m., Eastern time, on November 21, 2013 or as soon as practicable thereafter.

In requesting acceleration, the Company acknowledges that:

(1)           should the Commission or the staff, acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

(2)           the action of the Commission or the staff, acting pursuant to delegated authority in declaring the Filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

(3)           the Company may not assert comments of the Commission and the staff and the declaration of effectiveness of the Filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

      Paul Bundschuh, Chief Executive Officer

MDB Capital Group, LLC

401 Wilshire Boulevard, Suite 1020

Santa Monica, CA 90401

November 19, 2013

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

Re:         Ideal Power, Inc.

Registration Statement on Form S-1

Filed on August 6, 2013 and amended on September 18, 2013,

October 11, 2013, October 28, 2013, November 5, 2013,

November 12, 2013 and November 15, 2013

File No. 333-190414

Ladies and Gentlemen:

In accordance with the provisions of Rule 460 under the Securities Act of 1933, MDB Capital Group, LLC, as managing underwriter of the proposed offering of 2,500,000 shares of Common Stock of Ideal Power, Inc., distributed copies of the Preliminary Prospectus dated November 15, 2013 as follows:

(1)

113  copies to institutions;

(2)

100  copies to FINRA members; and

(3)

286  copies to individual investors.

We have been informed by participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus dated November 15, 2013, are being distributed to all persons to whom it is expected confirmations of a sale will be sent; and we likewise so distributed copies to all customers of ours.

We have adequate capital to underwrite a “firm commitment.”

Very truly yours,

MDB CAPITAL GROUP, LLC

By: /s/ Anthony DiGiandomenico

       Anthony DiGiandomenico

       Head of Investment Banking

MDB Capital Group, LLC

401 Wilshire Boulevard, Suite 1020

Santa Monica, CA 90401

November 19, 2013

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

Re:         Ideal Power, Inc.

Registration Statement on Form S-1

Filed on August 6, 2013 and amended on September 18, 2013,

October 11, 2013, October 28, 2013, November 5, 2013,

November 12, 2013 and November 15, 2013

File No. 333-190414

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-1 of Ideal Power, Inc. (the “Company”), the undersigned hereby joins the request of the Company that the effectiveness of said Registration Statement be accelerated to 4:00 p.m. Eastern time on November 21, 2013, or as soon thereafter as practicable.

Very truly yours,

MDB CAPITAL GROUP, LLC

By: /s/ Anthony DiGiandomenico

       Anthony DiGiandomenico

       Head of Investment Banking

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    idealcorrespnov152013.htm

IDEAL POWER INC.

November 15, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Amendment No. 6 to Registration Statement on Form S-1

Filed November 15, 2013

File No. 333-190414

Dear Ms. Ravitz:

Today, Ideal Power Inc. (the “Company”) is filing Amendment No. 6 (the “Amendment”) to the Company’s Registration Statement on Form S-1 for your review.  The Amendment is being filed to respond to the following comment:

Financial Statements for Nine Months Ended September 30, 2013

Note 10 (Stock Option Plan), page F-16

We see you granted 825,756 stock options during the nine months ended September 30, 2013.  Please revise to disclose the nature of the option issuances and the amount of compensation cost recorded during the period presented, similar to the language included in the Subsequent Event footnote in the Form S-1/A filed on November 5, 2013.  Please also revise to include relevant discussion of valuation of stock options issued during the third quarter of 2013 within Critical Accounting Policies on page 42.

We have revised the discussion of the Critical Accounting Policies in MD&A and Note 10, as you requested.  Please see pages 44 and F-16 of the Amendment.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any comments or questions, please contact Kevin Friedmann, Esq. via e-mail at kfriedmann@richardsonpatel.com or by telephone at (212) 561-5559.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

     Paul Bundschuh

     Chief Executive Officer

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IDEAL POWER INC.

November 12, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed November 12, 2013

File No. 333-190414

Dear Ms. Ravitz:

Today, Ideal Power Inc. (the “Company”) is filing Amendment No. 5 (the “Amendment”) to the Company’s Registration Statement on Form S-1 for your review.  The Amendment is being filed to include the financial results for the period ended September 30, 2013.  As a result of the inclusion of this information, we have updated information throughout the Amendment.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any comments or questions, please contact Kevin Friedmann, Esq. via e-mail at kfriedmann@richardsonpatel.com or by telephone at (212) 561-5559.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

     Paul Bundschuh

     Chief Executive Officer

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IDEAL POWER INC.

November 12, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed November 12, 2013

File No. 333-190414

Dear Ms. Ravitz:

Today, Ideal Power Inc. (the “Company”) is filing Amendment No. 5 (the “Amendment”) to the Company’s Registration Statement on Form S-1 for your review.  The Amendment is being filed to include the financial results for the period ended September 30, 2013.  As a result of the inclusion of this information, we have updated information throughout the Amendment.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any comments or questions, please contact Kevin Friedmann, Esq. via e-mail at kfriedmann@richardsonpatel.com or by telephone at (212) 561-5559.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

     Paul Bundschuh

     Chief Executive Officer

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IDEAL POWER INC.

November 5, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed November 5, 2013

File No. 333-190414

Dear Ms. Ravitz:

       Today, Ideal Power Inc. (the “Company”) is filing Amendment No. 4 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) for your review.  The Amendment is being filed to comply with an instruction from FINRA to reduce the underwriter’s cash commission from 10% of the gross proceeds raised to 9.25% of the gross proceeds raised.  As a result of the reduction in the underwriter’s compensation, we have revised the cover page of the prospectus as well as pages 22, 39, 66, 70, 71, and 72.

The Company has also made some clarifying edits or corrections to pages 9, 20, 22, 39, 43, 45, 58, 59, 60, 64, 68 and 79.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any comments or questions, please contact Kevin Friedmann, Esq. via e-mail at kfriedmann@richardsonpatel.com or by telephone at (212) 561-5559.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

     Paul Bundschuh

     Chief Executive Officer

October 24, 2013
Via E -mail
Paul Bundschuh
Chief Executive Officer
Ideal Power Inc.
5004 Bee Creek Road, Suite 600
Spicewood, Texas 78669

Re: Ideal Power Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed October 11, 2013
 File No. 333 -190414

Dear Mr. Bundschuh:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and t he information you
provide in response to these  comment s, we may have  additional comments .

Prospectus Cover

1. Please remove from the front prospectus cover the designations "Lead Managing
Underwriter” and Co -Managing Underwriter.”  If these designations are appropriate for
your prospectus, you may include the designations in another section of your document
where you can also explain their significance to investors.

Prospectus Summary, page 1

2. Please expand the disclosure in this section to briefly discuss the patent claim mentioned
in the last risk factor on page 13  and the pending changes to your senior officers.

Paul Bundschuh
Ideal Power Inc.
October 24, 2013
Page 2

 Condensed Financial Statements for the six months ended June 30, 2013

Note 9. Common and Preferred Stock, page F -14

3. We note your response to prior comment 13 and the continued disclosure on page F -15
that the valuation of the stock was based on the values associated with securities offerings
during the periods.   Since you did not make any securities offerings during the six months
ended June 30, 2013, please revise this disclosure to state how the Boar d of Directors
determined the fair value of your stock issued for services during that period.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the  Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s  disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they hav e made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pur suant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing  effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiate d by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time for us to review any amendment prior to the request ed effective date  of the
registration statement .

Paul Bundschuh
Ideal Power Inc.
October 24, 2013
Page 3

 You may contact Kristin Lochhead, Staff Accountant, at (202) 551 -3664  or Brian Cascio,
Accounting Branch Chief, at (202) 551 -3676 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or me at
(202) 551 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail): Kevin Friedmann, Esq.

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IDEAL POWER INC.

October 11, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed September 18, 2013

File No. File No. 333-190414

Dear Ms. Ravitz:

    This letter is in response to your letter dated October 4, 2013 to Ideal Power Inc. (the “Company”) regarding Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).  For your ease of reference, we have repeated the comments included in your letter immediately above each response.  In conjunction with this letter, the Company is providing amendment number 2 to the Registration Statement (the “Amendment”) for your review.

Risk Factors, page 11

1.  We note your response to prior comment 8. Please add a risk factor to highlight the risk related to the right to sublicense the invention mentioned on page 26 and the march-in rights mentioned on page 27.

    We have revised the Registration Statement to include a risk factor relating to the rights of the United States, as you requested.  Please see page 13 of the Amendment.

Business Strategy, page 27

2.  We note your response to prior comment 12. Please continue to eliminate disclosure that appears to be marketing. For example, we note the disclosure in the first sentence on page 29 to “continuously improve the value proposition of [y]our technology,” the disclosure in the penultimate paragraph on page 37 that you still are “currently negotiating a strategic supplier agreement with an industry leader” and the disclosure in the last paragraph on page 37 about the market “may be one of [y]our fastest growing market opportunities.”

    We have removed or revised the disclosure throughout the summary and the discussion of the business, as you requested.

Research and Development Costs, page 35

3.  Please revise to also disclose the amount of research and development costs recorded as cost of sales or tell us why you do not believe that this disclosure is required.

    The Company has revised the cost of revenues line item in the statement of operations to include two sub-captions: products and services costs, and grant research and development costs.  Grant research and development costs represent costs paid to university research departments for their efforts with respect to the development of parts that may improve the efficiency of the Company’s technology.  Research and development costs not associated with grants are included as a line item in operating expenses in the statement of operations.

-1-

We have revised the disclosure on page 36 as follows:

During the years ended December 31, 2012 and December 31, 2011, we incurred $1,837,146 and $914,851, respectively, in research and development costs, of which $709,954 and $0, respectively, was included in cost of revenues. During the six months ended June 30, 2013 and June 30, 2012, we incurred $1,370,592 and $666,692, respectively, in research and development costs, of which $816,941 and $110,953, respectively, was included in cost of revenues.

The Company also revised the revenue recognition discussion and the discussion of research and development costs included at footnote 2 to the June 30, 2013 and December 31, 2012 financial statements so that the information included in them is consistent with the information included in the prospectus.  Please see pages F-8, F-9 and F-27 of the Amendment.

Critical Accounting Policies and Estimates, page 39

Revenue Recognition, page 39

4.  We reference your response to prior comments 23 and 24. Please revise to disclose the terms and conditions of the research and development grants, including how and when you receive “reimbursement” for related research and development expenses. Please also disclose how the conditions under which the grants were provided are considered in your revenue recognition. In addition, please clarify any contingencies or ongoing obligations related to these arrangements and whether you are required under any circumstances to repay monies received under the grants. We reference the statement on page 41 that the APRA-E grant requires that you contribute to cost-sharing. Please clarify what this means and how you account for cost-sharing amounts.

    We have revised this disclosure, as you requested.  Please see page 41 of the Amendment.

5.  As a related matter, please further clarify how the economics of the research and development arrangements support the classification as revenue rather than other operating income or as a reduction to research and development expense.

    The Company believes that recognizing the government grants as revenues is a better reflection of the economics of the arrangements as (i) there are no contingencies or ongoing obligations of the Company associated with its receipt of or right to retain the funds that it receives under its grants, (ii) the Company is the primary obligor of all the costs incurred under the work plans for the grants, and (iii) the Company has full discretion on the use of the monies that it receives under the grants.  In addition, the Company earns the grant funding through the performance of research and development activities, which is one of the Company’s primary business activities.  The Company also believes that this presentation provides transparency to users of the Company’s financial statements of the business activities associated with these grants, specifically, grant revenues and grant costs.  We have included this information at page 41.

Stock-Based Compensation and Convertible Promissory Notes and Warrants, page 40

6.  We note the revisions made on page 40 in response to our comments 25 – 27. Please also revise to disclose how you determined the estimated fair value of your stock that is used in the Black-Scholes option valuation model.

    The price used for the fair value of the issuance of securities for the past 12 months was based upon the estimated IPO price at the date of grant. The grant prices used were approximately equal to the price of the current offering.  The Company has revised the discussion of accounting policies included in the MD&A and footnote 2 to the June 30, 2013 and December 31, 2012 financial statements to include this information.  Please see pages 42, F-9 and F-28.

Interest expense, page 41

-2-

7.  Please revise to disclose the reason for the significant increase in amortization of debt discount during the six months ended June 30, 2013.

    We have revised the disclosure as you requested.  Please see page 44 of the Amendment.

Directors, Executive Officers and Corporate Governance, page 44

8.  We note the reference on page 46 to “Satcon Technology Corporation, a public company.” Please briefly update the disclosure regarding Satcon Technology Corporation.

    We have updated the information relating to Satcon Technology Corporation, as you requested.  Please see page 50 of the Amendment.

9.  Please balance the disclosure on page 46 regarding Mr. Eisenhaure’s business experience with Satcon Technology Corporation with any negative information, like losses.

    We have revised the disclosure to Mr. Eisenhaure’s biography, as you requested.  Please see page 50 of the Amendment.

Security Ownership of Certain Beneficial Owners and Management, page 54

10.  Please include a row in the table for Mr. Eisenhaure.

    We have added Mr. Eisenhaure to the beneficial ownership table.  Please see page 59 of the Amendment.

Capitalization, page 65

11.  We note the response to prior comment 30. We continue to not be able to reconcile the last two columns in the table on page 66. Please provide a detailed reconciliation from the amounts in the balance sheet at June 30, 2013 to the adjusted amounts in the table.

    We have included with this letter an Excel spreadsheet illustrating the reconciliation.

Financial Statements

Condensed Financial Statements for the six months ended June 30, 2013

Condensed Statement of Operations, page F-3

12.  Please revise to separately state the cost of revenues related to royalty revenues on the face of the statement of operations.

    We have revised the face of the statement of operations and separately reported the cost of revenue related to grant revenue.  As revenues from royalties have no related cost of revenues, no cost of revenue line item for royalties has been provided.  Please see pages F-3 and F-21.

Note 9. Common and Preferred Stock, page F-14

13.  We reference the disclosure that the fair value of common stock issued for services was based upon the evaluation of fair value made by the Board of Directors which considered the values associated with securities offerings during the periods. Please tell us what securities offerings the Board of Directors considered and how it determined that this was the best estimate of fair value of the company.

-3-

    The grant price of these shares was $1.46 per share, which was based on the Company’s best estimate of fair value at the time of grant.  However, upon further consideration, the Company believes that it should have revised the number of shares in the grant downward or increased the grant price of the shares to the approximate IPO price, or $2.10 per share.  The difference in value between the grant price used and the IPO price amounts to less than $40,000, which is approximately 1% of net loss. The Company believes that the amount is not quantitatively material to users of the financial statements, nor to their understanding of the financial statements, and is not qualitatively significant enough to require the amount to be adjusted.  (This information above is not adjusted for the reverse stock split.)

Note 17. Subsequent Events, page F-17

14.  We see that you issued 838,756 stock options in July 2013. Please revise to disclose how you determined the estimated fair value of your common stock used in the Black-Scholes pricing model. Please reconcile the fair value used in the valuation with the IPO price.

    We have revised the disclosure in Note 17 as you requested.  Please see page F-18.

    In responding to your comments, the Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    We hope that this letter has adequately addressed your comments.  If you have additional comments or questions, please contact Kevin Friedmann, Esq. via e-mail at kfriedmann@richardsonpatel.com or by telephone at (212) 561-5559.

Very truly yours,

IDEAL POWER INC.

By:/s/ Paul Bundschuh

     Paul Bundschuh

     Chief Executive Officer

-4-

Ideal Power Inc.

Reconciling the number in the S-1 balance sheet to the CAP table in the S1

Convertible debt net of debt discount

Convertible Debt at face value, net of debt discount

$
3,387,919

column 1

Convertible Debt at face value, net of debt discount

3,387,919

column 2

    Add value of new notes issued after 6/30/2013 - MDB round 3

750,000

    Add value of new notes issued after 6/30/2013 - Richardson Patel

213,293

   Conversion to stock - Amount that goes to Common stock and Paid in capital

(3,387,919
)

   Conversion to stock - Amount that goes to Common stock and Paid in capital

(750,000
)

   Conversion to stock - Amount that goes to Common stock and Paid in capital

(213,293
)

Convertible Debt at face value, net of debt discount

-

column 3

Convertible Debt at face value, net of debt discount

$
-

column 4

Texas Emerging Technology fund debt

Texas Emerging Technology fund debt

$
1,172,690

column 1

Texas Emerging Technology fund debt

1,172,690

column 2

Texas Emerging Technology fund debt

1,172,690

column 3

Texas Emerging Technology fund debt

$
1,172,690

column 4

at .001

Common stock at par value / number of shares  - reconciliation

number of shares

par value

     Original # of shares (column 1)

3,524,504

$
3,525

column 1

     Number of shares currently after 2.381 reverse stock split (column 2)

1,480,262

$
1,480

column 2

     The convertibe notes converted to shares - see detail below)

1,688,711

$
1,689

     Board of directors shares

25,170

$
25

     Number of shares after conversion

3,194,143

$
3,194

column 3

     Add: shares sold at IPO

2,500,000

$
2,500

     Common stock shares / at .001 par value

5,694,143

$
5,694

column 4

Additional Paid in capital - reconciliation

    Paid in capital (column 1)

$
7,121,227

column 1

    Change in par value  (from 3,525 to 1,480)

2,045

    Paid in capital (column 2)  (due to change in par value)

7,123,272

column 2

    Add value on the balance sheet for convertible notes

3,387,919

    Add value of new notes issued after 6/30/2013 - MDB round

750,000

    Add value of new notes issued after 6/30/2013 - Richardson P

213,293

    Add interest accrued (note: continues to accrue)

114,400

    Less: part value allocated to common stock at .001 - Convertibles

(1,689
)

    Add value on the balance sheet for board comp

87,497

    Less: part value allocated to common stock at .001

(25
)

    Paid in capital (column 3)

11,674,667

column 3

    Add paid in cap from IPO proceeds

10,467,000

    less: par value for the shares

(2,500
)

    Paid in capital (column 4)

$
22,139,167

column 4

Additional paid in capital - stock to be issued to directors

Additional paid in capital - stock to be issued to directors

$
87,497

column 1

Additional paid in capital - stock to be issued to directors

87,497

column 2

Transferred to Additional paid in capital and stock is issued

(87,497
)

Additional paid in capital - stock to be issued to directors

-

column 3

Additional paid in capital - stock to be issued to directors

$
-

column 4

Accumulated deficit

Total stockholders’ equity (deficit)

$
(11,012,475
)

column 1

Total stockholders’ equity (deficit)

(11,012,475
)

column 2

Total stockholders’ equity (deficit)

(11,012,475
)

column 3

Total stockholders’ equity (deficit)

$
(11,012,475
)

column 4

Total stockholders’ equity (deficit)

Column 1

Column 3

Column 4

Commonstock par value

$
3,525

$
3,194

$
5,694

Common stock to be issued

87,497

0

-

Additional paid-in capital

7,121,227

11,674,667

22,139,167

Treasury stock

(2,657
)

(2,657
)

(2,657
)

Accumulated deficit

(11,012,475
)

(11,012,475
)

(11,012,475
)

Total stockholders’ equity (deficit)

$
(3,802,883
)

$
662,729

$
11,129,729

Total captitalization calculation

Total debt

$
4,560,609

$
1,172,690

$
1,172,690

Total stockholders’ equity (deficit)

(3,802,883
)

662,729

11,129,729

$
757,726

$
1,835,419

$
12,302,419

Stockholder's Equity (deficit) per share

Column 2

Column 3

Column 4

number of shares after reverse stock split

1,480,262

3,194,143

5,694,143

Stockholder's Equity (deficit) per share

$
(2.57
)

$
0.21

$
1.95

Description of 4 step process to show how we reconcile the numbers from the F-1 page to the as is capitalization page. A four step process.

Column 1 = shows the notes and cap structure for the balance sheet six months ended June 30, 2013 the first column of the F-1 balance sheet

Column 2 = shows the same as #1 but converts common stock at $.001 par value of 3,525 into 1,480 to reflect the reverse stock split of 2.381. The 2,045 par value difference is added to

October 4, 2013

Via E -mail
Paul Bundschuh
Chief Executive Officer
Ideal Power Inc.
5004 Bee Creek Road, Suite 600
Spicewood, Texas  78669

Re: Ideal Power Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 18, 2013
 File No. 333 -190414

Dear Mr. Bundschuh:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us  with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do n ot believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and t he information you
provide in response to these  comment s, we may have  additional comments .

Risk Factors, pag e 11

1. We note your response to prior comment 8.  Please add a risk factor to highlight the risk
related to the right to sublicense the invention mentioned on page 26 and the march -in
rights mentioned on page 27.

Business Strategy, page 27

2.  We note your response to prior comment 12.  Please continue to eliminate disclosure that
appears to be marketing.  For example, we note the disclosure in the first sentence on
page 29 to “continuously improve the value proposition of [y]our technology,” t he
disclosure in the penultimate paragraph on page 37 that you still are “currently
negotiating a strategic supplier agreement with an industry leader” and the disclosure in

Paul Bundschuh
Ideal Power Inc.
October 4, 2013
Page 2

 the last paragraph on page 37 about the market “may be one of [y]our fastest growi ng
market opportunities.”

Research and Development Costs, page 35

3. Please revise to also disclose the amount of research and development costs recorded as
cost of sales or tell us why you do not believe that this disclosure is required.

Critical Accounting Policies and Estimates, page 39

Revenue Recognition, page 39

4. We reference your response to prior comments 23 and 24.  Please revise to disclose the
terms and conditions of the research and development grants, including how and when
you receive  “reimbursement” for related research and development expenses.  Please also
disclose how the conditions under which the grants were provided are considered in your
revenue recognition.  In addition, please clarify any contingencies or ongoing obligations
related to these arrangements and whether you are required under any circumstances to
repay monies received under the grants.   We reference the statement on page 41 that the
APRA -E grant requires that you contribute to cost -sharing.  Please clarify what t his
means and how you account for cost -sharing amounts.

5. As a related matter, please further clarify how the economics of the research and
development arrangements support the classification as revenue rather than other
operating income or as a reductio n to research and development expense.

Stock -Based Compensation and Convertible Promissory Notes and Warrants, page 40

6. We note the revisions made on page 40 in response to our comments 25 – 27.   Please
also revise to disclose how you determined the estimated fair value of you r stock that is
used in the Blac k-Scholes option valuation model.

Interest expense, page 41

7. Please revise to disclose the reason for the significant increase in amortization of debt
discount during the six months ended June 30, 2013.

Directors, Executive Officers and Corporate Governance, page 44

8. We note the reference on page 46 to “Satcon Technology Corporation, a public
company.”  Please briefly update the disclosure regarding Satcon Technology
Corporation.

Paul Bundschuh
Ideal Power Inc.
October 4, 2013
Page 3

 9. Please balance the disclosure on page 46 regarding Mr. Eisenhaure’s business experience
with Satcon Technology Corporation with any negative information, like losses.

Security Ownership of Certain Beneficial Owners and Management, page 54

10. Please include a row in the table for Mr. Eisenhaure.

Capitalization, page 65

11. We note the response to prior comment 30.  We continue to not be able to reconcile the
last two columns in the table on page 66.  Please provide a detailed reconciliation from
the amounts in the balance sheet at June 30, 2013 to the adjusted amounts in the table.

Financial Statements

Condensed Financial Statements for the six months ended June 30, 2013

Condensed Statement of Operations, page F -3

12. Please revise to separately state the cost of revenues related to royalty revenues on the
face of the statement of operations.

Note 9. Common and Preferred Stock, page F -14

13. We reference the disclosure that the fair value of common stock issued for services was
based upon the evaluation of fair value made by the Board of Directors which considered
the values associated with securities offerings during the periods.  Please tell  us what
securities offerings the Board of Directors considered and how it determined that this was
the best estimate of fair value of the company.

Note 17.  Subsequent Events, page F -17

14. We see that you issued 838,756 stock options in July 2013.  Ple ase revise to disclose how
you determined the estimated fair value of your common stock used in the Black -Scholes
pricing model.  Please reconcile the fair value used in the valuation with the IPO price.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts rel ating to a company’s  disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Paul Bundschuh
Ideal Power Inc.
October 4, 2013
Page 4

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please p rovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filin g;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time for us to review any amendment prior to the request ed effective  date of the
registration statement .

You may contact Kristin Lochhead, Staff Accountant, at (202) 551 -3664  or Brian Cascio,
Accounting Branch Chief, at (202) 551 -3676 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or me at
(202) 551 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail): Kevin Friedmann, Esq.

CORRESP
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filename1.htm

    ipwrcorrespsep162013.htm

IDEAL POWER INC.

September 17, 2013

VIA EDGAR

Ms. Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

Re: Ideal Power Inc.

Registration Statement on Form S-1

Filed August 6, 2013

File No. File No. 333-190414

Dear Ms. Ravitz:

    This letter is in response to your letter dated August 30, 2013 to Ideal Power Inc. (the “Company”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”).  For your ease of reference, we have repeated the comments included in your letter immediately above each response.  In conjunction with this letter, the Company is providing amendment number 1 to the Registration Statement (the “Amendment”) for your review.

Prospectus Cover

1.  Please revise the cover page to disclose your relationship with MDB Capital Group.

    We have revised the cover page as you requested.

2.  We note your disclosure that this is a firm commitment offering. Certain of disclosure throughout suggests a different arrangement, however. For example, we note disclosure on page 4 that you will terminate the offering if you fail to raise $10 million, which seems inconsistent with a firm commitment to take or pay for a certain number of shares. Please revise to clarify the underwriting arrangement.

    We have revised the disclosure throughout to make clear that the offering is a firm commitment offering.  Please see the prospectus cover page and pages 5, 6, 8, 20 and 51 of the Amendment.

3.  Please define or remove technical terms and other jargon so that your document can be understood by an investor not in your industry. Examples include “topology,” “utility dispatchable PV,” “reference product,” “PV inverter,” and “distributed storage.” It may also be useful to include a brief introductory explanation of where your product fits into the electric power market. For example, is it a consumer or industrial product? Which types of OEMs might be interested in using your product?

    We revised the disclosure throughout the Amendment, as you requested.  We deleted all references to “topology,” “utility dispatchable PV” and “reference product.”  We revised the disclosure to explain what a “PV inverter” and “distributed storage” are.  We also provided a brief introductory explanation of the industry and where our products fit into the industry.  Please see the discussion titled “About Ideal Power Inc.” at page 1 of the Amendment.

4.  Please provide us support for the market and industry data that you cite in the sections entitled “Our Proprietary Technology” on page 2 and “Our Target Markets” on pages 3 and 4. Clearly mark the material you provide to identify the data you cite in your document, and tell us whether you commissioned any of the data disclosed in your prospectus.

-1-

    We have included with this letter documents supporting the market and industry data together with an index that includes each statement for which support is provided and the location of the supporting information.  The Company did not commission any of the data disclosed in the prospectus.

5.  Please provide us support for your statements regarding your leadership throughout the prospectus, such as your statements about leadership in the first and last paragraphs on page 21 of the prospectus.

    We have deleted all references regarding our leadership with the exception of the first sentence in the discussion of our business on page 23 of the Amendment.

Our Proprietary Technology, page 2

6.  Please provide us with support for your claims in the bullet points in this section about best-of-class safety, greater efficiency and greater reliability. In addition, where you provide statistics, please explain what they mean. For example, what does 96% efficiency mean?

    As noted in our response to comment number 4, we have included with this letter documents supporting the market and industry data together with an index that includes each statement for which support is provided and the location of the supporting information.  We have also revised the disclosure as you requested.  Please see pages 3 and 25 of the Amendment.

7.  Please expand the disclosure in the first bullet point on page 3 about “uses below 10kW to over 1MW” to briefly provide examples of the types of uses at the low and high end of the range so that the uses at either end of the range can be understood by an investor not in your industry.

    We have revised the disclosure as you requested.  Please see page 3 of the Amendment.

8.  We note the disclosure in the last sentence of this section about a government grant. Please expand the appropriate section to disclose, if applicable, any rights that the government has to your technology and patents.

    We have revised the disclosure to include information about the rights of the government to our technology and patents.  Please see pages 4, 26 and 27 of the Amendment.

9.  We note the disclosure in the last sentence of this section about developing and commercializing power switches and the disclosure in the second paragraph on page 3 that you are in the process of developing two more reference products. Please expand the sections entitled “Plan of Operation” and “Business” to clearly discuss each step you must take to reach commercialization of your proposed products and your estimated capital needed to achieve each product. For example, you disclose on pages 3 and 24 that the bi-directional insulated gate bipolar transistor is being funded partially by a $2.5 million grant. However, you do not mention the total capital needed to achieve that product or the two other products mentioned on page 24.

    We have revised the disclosure in the “Overview” discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the “Business” discussion, as you requested.  Please see pages 27, 28 and 38 of the Amendment.

Our Business Model, page 3

10.  Please expand the disclosure in the fifth sentence of this section to disclose the number of companies that have purchased your products. In addition, explain to us why you chose the customer names you included here. In this respect, please note that we do not consider name recognition to be a sufficient basis for identifying a customer in your disclosure.

    We have revised the disclosure as you requested.  Please see page 4 of the Amendment.

-2-

Our Target Markets, page 3

11.  Refer to the first bullet point under this heading. It is not clear why the rapid decline in the cost of solar cells causes growth in the PV inverter market or helps your business. Please revise to clarify.

    We have revised the disclosure as you requested.  Please see page 4 of the Amendment.

12.  Please eliminate disclosure that appears to be marketing. For example, we note the disclosure in this section about “dozens of markets that could benefit” and the “strength of the PPSA value proposition for those markets.”

    We have revised the disclosure throughout the Amendment to eliminate a marketing emphasis.

13.  Please expand the disclosure in the appropriate section of your filing to clarify your relationship with the U.S. Department of Defense and NRG Energy. In this regard, we note that you mention in the third bullet point of this section that the U.S. Department of Defense and NRG Energy are your “partners.”

    We have revised the disclosure to delete the word “partners.”  Our significant relationships are described at page 34 of the Amendment.  We have also included additional information regarding NRG Energy at pages 5 and 33.

Status as an Emerging Growth Company, page 4

14.  Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

    The Company has not entered into any “testing the waters” activities and has not communicated with any potential investors in reliance on Section 5(d) of the Securities Act.  To our knowledge, there have been no research reports about the Company published or distributed in reliance on Section 2(a)(3) of the Securities Act.

Please clarify that despite opting out of Section 102(b)(1) of the JOBS Act, you may still take advantage of all of the other provision of that Act.

    We have revised the disclosure as you requested.  Please see page 6 of the Amendment.

The Offering, page 6

15.  We note that you disclose that you intend to use some proceeds for “existing product development and commercialization,” “protection of [y]our intellectual property” and “general corporate purposes.” However, on page 57 you state that you intend to use some proceeds for the “development of existing products, including product and equipment purchases,” “patent filings and the protection of intellectual property” and “working capital and general corporate purposes.” Please reconcile.

    We have reconciled the disclosure as you requested.  Please see pages 8, 38 and 65 of the Amendment.

To date we have had a limited number of customers, page 10

16.  Please expand the disclosure in this risk factor to quantify the percentage of your net revenues in the fiscal year ended December 31, 2012 from the Department of Energy and Lockheed Martin, respectively. Also, expand the disclosure to quantify the percentage of your net revenues in the fiscal year ended December 31, 2011 from Lockheed Martin and Meridian Solar, respectively.

    We have revised the disclosure as you requested.  Please see page 12 of the Amendment.

-3-

17.  If your revenues in the last two years from Lockheed Martin were received in connection with your agreements entered into in 2009 and you do not expect any additional revenues from these agreements, expand the disclosure in this risk factor and in your section entitled “Plan of Operation” to discuss the lack of future revenues from agreements with Lockheed Martin. In this regard, we note the disclosure in the last paragraph on page 28 about your agreements with Lockheed Martin.

    We have revised the disclosure as you requested.  Please see pages 12 and 41 of the Amendment.

18.  If your grant revenues from the Department of Energy in the fiscal year ended December 31, 2012 and in the quarter ended March 31, 2013 represent substantially all of your revenues that you expect to receive from the grants from that agency mentioned in the third paragraph on page 29, expand the disclosure in this risk factor and in your section entitled “Plan of Operation” to discuss the lack of future revenues from those two grants from that agency.

    We will continue to receive funds under the ARPA-E grant.  Please see pages 34 and 39 of the Amendment.

We have not devoted significant resources toward the marketing and sale, page 11

19.  Please expand the disclosure in the appropriate section of your filing to discuss the material terms of your strategic marketing and distribution agreements mentioned in this risk factor.

    We have not entered into any strategic marketing or material distribution agreements at this time.  We have revised the risk factor to clarify this.  Please see page 13 of the Amendment.

Business Strategy, page 23

20.  Since you do not appear to have sold any 30kW hybrid converters, 30kW micro-grid converters and bidirectional insulated gate transistors, please revise throughout to remove claims about the characteristics of these product or their benefits, or revise to indicate that they represent management's belief. Examples include the disclosure on page 24 about “charging systems with greater energy and cost efficiency,” the disclosure in Figure 5 on page 24 of the incremental benefits of BD-IGBT implementation, the disclosure on page 27 about a “lower cost, more efficient integrated solution” and the disclosure on page 28 about the product “should perform at lower cost and higher efficiency.”

    We have revised the disclosure throughout the discussion of the business, as you requested.

Intellectual Property, page 24

21.  We note the reference in this section to a “proven ideation process.” Please provide us support for your statement about a “proven” process. Also, please briefly explain the phrase “ideation process.”

    We have revised the disclosure in this section to delete this phrase.

22.  Please disclose the duration of your material patents.

    We have revised the disclosure to include this information.  Please see page 29 of the Amendment.

Revenue Recognition, page 33

23.  We note that you have been awarded two significant grants from the U.S. Department of Energy and have received approximately $1.0 million in revenue to fund long-term research and next generation product development. Please revise to describe how you recognize revenue from grants. Describe how the revenue is earned and how you determine the timing for revenue recognition.

    We have revised the disclosure as you requested.  Please see page 39.

-4-

24.  As a related matter, please clarify if the grants are for the reimbursement of costs and how you determined that grants are appropriately classified as revenue rather than netted against related expenses incurred. Please also clarify where you record expenses related to grant revenue in the statement of operations. We reference your disclosure on page F-7 that government grants are agreements that generally provide the company with cost reimbursement for certain type of research and development activities over a contractually defined period.

    Our historic policy has been to recognize monies received from government research grants as a component of revenue in our statement of operations.  We believe that one of our important business strategies is to build governmental awareness of our solutions that may reduce dependence on fossil fuel and improve grid resiliency.  Performance of research and development activities under government grants represents a core strategy to the growth of our operations.  Throughout our history, we have been able to supplement our research with U.S. government grants, including approximately $1.2 million in grant funds that remain available at June 30, 2013.

    U.S. GAAP provides limited guidance on the accounting for government grants by for-profit companies.  IAS 20 recognizes that there are two broad approaches for accounting for government grants: the income approach or the capital approach.  We have assessed the nature of the grants and have determined to recognize grant receipts under the income approach, classifying the proceeds as revenue, as that best represents the economics of the arrangements.  In following this policy, we adhere to the guidance of Statement of Financial Concepts No. 6, Elements of Financial Statements, paragraphs 78 — 79 (“CON 6”).  Performing research and development activities under government grants has historically represented a major and central aspect of the Company’s ongoing operations as defined by CON 6 and therefore grant funds have been consistently recorded as revenue.

    Expenses related to grant revenue are expensed under cost of revenues.

Stock-Based Compensation, page 33

25.  Please revise to disclose how you determined each of the assumptions required in valuing stock options. In discussing how you determined the fair value of your common stock, disclose the following:

·

The aggregate intrinsic value of all outstanding o

August 30, 2013

Via E -mail
Paul Bundschuh
Chief Executive Officer
Ideal Power Inc.
5004 Bee Creek Road, Suite 600
Spicewood, Texas  78669

Re: Ideal Power Inc.
Registration Statement on Form S -1
Filed August 6, 2013
 File No. 333 -190414

Dear Mr. Bundschuh:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we  may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment  is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and t he information you
provide in response to these  comment s, we may have  additional comments .

Prospectus Cover

1. Please revise the cove r page to disclose your relationship with MDB Capital  Group .

2. We note your disclosure that this is a firm commitment offering.  Certain of disclosure
throughout suggests  a different arrangement, however.  For example, we note disclosure
on page 4 that you will terminate the offering if you fail to raise $10 million, which
seems inconsistent with a firm commitment to take or pay for a certain number of shares.
Please revi se to clarify the underwriting arrangement.

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 2

 Prospectus Summary, page 1

3. Please define or remove technical terms and other jargon so that your document can be
understood by an investor not in your industry.  Examples include “topology,” “utility
dispatchable PV,” “reference product,” “PV inverter,” and “distributed storage.”  It may
also be useful to include a brief introductory explanation of where your product fits into
the electric power market.  For example, is it a consumer or industrial prod uct?  Which
types of OEMs might be interested in using your product?

4. Please provide us support for the market and industry data that you cite in the sections
entitled “Our Proprietary Technology” on page  2 and “Our Target Markets” on pages  3
and 4 .  Clear ly mark the material you provide to identify the data you cite in your
document, and tell us whether you commissioned any of the data disclosed in your
prospectus.

5. Please provide us support for your statements regarding your leadership throughout the
prospectus, such as your statements about leadership in the first and last paragraphs on
page 21 of the prospectus.

Our Proprietary Technology, page 2

6. Please provide us with support for your claims in the bullet points in this section about
best-of-class safety, greater efficiency and greater reliability.  In addition, where you
provide statistics, please explain what they mean.  For example, what does 96%
efficiency mean?

7. Please expand the disclosure in the first bullet point on page 3 about “uses below 10kW
to over 1MW” to briefly provide examples of the types of uses at the low and high end of
the range so that the uses at either end of the range can be understood by an investor not
in your industry.

8. We note the disclosure in the last sentence of this section about a government grant.
Please expand the appropriate section to disclose, if applicable, any rights that the
government has to your technology and patents.

9. We note the disclosure in the last sentence of this section about developing and
commer cializing power switches and the disclosure in the second paragraph on page 3
that you are in the process of developing two more reference products.  Please expand the
sections entitled “Plan of Operation” and “Business” to clearly discuss each step you
must take to reach commercialization of your proposed products and your estimated
capital needed to achieve each product.  For example, you disclose on page s 3 and 24 that
the bi -directional insulated gate bipolar transistor is being funded partially by a $2 .5
million grant.  However, you do not mention the total capital needed to achieve that
product or the two other products mentioned on page 24.

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 3

 Our Business Model, page 3

10. Please expand the disclosure in the fifth sentence of this section to disclose the number of
companies that have purchased your products.  In addition, explain to us why you chose
the customer names you included here.  In this respect, please note that we do not
consider name recognition to be a sufficient basis for identifying a customer in your
disclosure.

Our Tar get Markets, page 3

11. Refer to the first bullet point under this heading.  It is not clear why the rapid decline in
the cost of solar cells causes growth in the PV inverter market or helps your business.
Please revise to clarify.

12. Please eliminate disclosure that appears to be marketing. For example, we note the
disclosure in this section about “dozens of markets that could benefit” and the “strengt h
of the PPSA value proposition for those markets.”

13. Please expand the disclosure in the appropriate section of your filing to clarify your
relationship with the U.S. Department of Defense and NRG Energy.  In this regard, we
note t hat you mention in the third bullet point of this section that the U.S. Department of
Defense and NRG Energy are your “ partners. ”

Status as an Emerging Growth Company, page 4

14. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 unde r the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provid e us with any research reports about you that are       published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of
1933 added by  Section 105(a) of the Jumpstart Our Business Startups Act by any broker
or dealer that is  participatin g or will participate in your offering.

Please clarify that despite opting out of Section 102(b)(1) of the JOB S Act, you may still
take advantage of all of the other provision of that Act.

The Offering, page 6

15. We note that you disclose that you intend to use some proceeds for “existing product
development and commercialization,” “protection of [y]our intellectual property” and
“general corporate  purposes .”  However, on page 57 you state that you intend to use
some procee ds for the “development of existing products, including product and

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 4

 equipment purchases,” “patent filings and the protection of intellectual property” and
“working capital and general corporate purposes.”  Please reconcile .

To date we have had a limited n umber of customers, page 10

16. Please expand the disclosure in this risk factor to quantify the percentage of your net
revenues in the fiscal year ended December 31, 2012 from the Department of Energy and
Lockheed Martin, respectively.  Also, expand the dis closure to quantify the percentage of
your net revenues in the fiscal year ended December 31, 2011 from Lockheed Martin and
Meridian Solar, respectively.

17. If your revenues in the last two years from Lockheed Martin were received in connection
with your agr eements entered into in 2009 and you do not expect any additional revenues
from these agreements, expand the disclosure in this risk factor and in your section
entitled “Plan of Operation” to discuss the lack of future revenues  from agreements with
Lockhe ed Martin.  In this regard, we note the disclosure in the last paragraph on page 28
about your agreements with Lockheed Martin.

18. If your grant revenues from the Department of Energy in the fiscal year ended December
31, 2012 and in the quarter ended March 31, 2013 represent substantially all of your
revenues that you expect to receive from the grants from that agency mentioned in the
third paragraph on page 29, expand the disclosure in this risk factor and in your section
entitled “Plan of Operation” to dis cuss the lack of future revenues from those two grants
from that agency.

We have not devoted significant resources toward the marketing and sale, page 11

19. Please expand the disclosure in the appropriate section of your filing to discuss the
material terms  of your strategic marketing and distribution agreements mentioned in this
risk factor.

Business Strategy, page 23

20. Since you do not appear to have sold any 30kW hybrid converters , 30kW micro -grid
converters  and bidirectional insulated gate transistors, please revise throughout to remove
claims about the characteristics of these product or their benefits, or revise to indicate that
they represent management's belief. Examples include the disclosure on page 24 about
“charging systems with greater energy and  cost efficiency,” the disclosure in Figure 5 o n
page 24 of the incremental benefits of BD -IGBT implementation, the disclosure on page
27 about a “lower cost, more efficient integrated solution” and the disclosure on page 28
about the product “should perfo rm at lower cost and higher efficiency.”

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 5

 Intellectual Property, page 24

21. We note the reference in this section to a “proven ideation process.”  Please provide us
support for your statement about a “proven” process.  Also, p lease briefly explain the
phrase  “ideation process.”

22. Please disclose the duration of your material patents.

Revenue Recognition, page 33

23. We note that you have been awarded two significant grants from the U.S. Department of
Energy and have received approximately $1.0 million in revenue  to fund long -term
research and next generation product development. Please revise to describe how you
recognize revenue from grants.  Describe how the revenue is earned and how you
determine the timing for revenue recognition.

24. As a related matter, please clarify if the grants are for the reimbursement of costs and
how you determined that grants are appropriately classified as revenue rather than netted
against related expenses incurred.   Please also clarify where you record expenses related
to gran t revenue in the statement of operations.  We reference your disclosure on page F -
7 that government grants are agreements that generally provide the company with cost
reimbursement for certain type of research and development activities over a
contractuall y defined period.

Stock -Based Compensation, page 33

25. Please revise to disclose how you determined each of the assumptions required in valuing
stock options.  In discussing how you determined the fair value of your common stock,
disclose the following:

 The aggregate intrinsic value of all outstanding options based on the midpoint of
the estimated IPO price range.  Please make sure to use the pre -reverse stock split
IPO price.
 Discuss the significant factors, assumptions and methodologies used in
determ ining fair value for those options granted during the twelve months prior to
the date of the most recent balance sheet.
 Discuss each significant factor contributing to the difference between the fair
value as of the date of grant and the estimated IPO pric e for options granted
during the twelve months prior to the date of the most recent balance sheet.
 Disclose the valuation method used and the reasons why you choose that method.

26. Please also revise to include disclosure about how you value common stock iss ued for
services and common stock warrants issued for consulting services.

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 6

 Convertible Promissory Notes and Warrants, page 34

27. Please revise to disclose the significant assumptions used to value warrants issued in
connection with debt arrangements, incl uding how you determined the estimated fair
value of your common stock used in the valuation.

Results of Operations, page 34

28. Please revise to discuss the reasons for the significant increase in grant revenue in fiscal
2012. Please also further discuss the significant decline in contract revenues from
Lochhead Martin in fiscal 2012.

29. Please revise to discuss why general and administrative expense increased from the three
months ended March 31, 2012 to March 31, 2013. Please also further discuss the reas on
for the significant increase in general and administrative expenses for fiscal 2012
compared to 2011 and clarify the nature of the significant increase in business consulting
and legal services.

Capitalization, page 57

30. Please provide us the adjustments used to determine the “as adjusted for the effect of the
reverse split, debt conversion and issuance of shares to directors” in the Capitalization
table on page 58. In addition, provide a reconciliation of the “as adjusted ” amounts in the
table to the amounts in the balance sheets on page F -1.

Dilution, page 59

31. Please revise to disclose how the data in the table on page 59 would change assuming the
exercise of all warrants and options.

Financial Statements

32. Please u pdate the financial statements when required by Rule 8 -08 of Regulation S -X.

Condensed Financial Statements for the three months ended March 30, 2013

Condensed Balance Sheets, page F -1

33. Please revise to separately identify outstanding debt that is conv ertible .

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 7

 Condensed Statement of Operations, page F -2

34. Please revise to disclose the pro forma net loss per share assuming the reverse stock split
that you will effect after the effectiveness of the registration statement.

Note 6.  Patents, page F -10

35. We reference the disclosure that you have capitalized $426,000 for costs related to
patents that have not been awarded.  Please tell us the nature of the costs capitalized as
patent assets.  In addition, please tell us the basis in U.S. GAAP for capitaliz ing costs to
obtain patents.   We reference FASB ASC 350 -30 which states that the costs of internally
developing other intangible assets, such as those that are specifically identifiable, are
expensed as incurred, unless other specific guidance calls for c apitalization of those costs.

Note 9. Common and Preferred Stock, page F -14

36. Please explain to us the basis in U.S. GAAP for your accounting for the 29,680 shares of
common stock for services that have not been issued.  If the services have been
performed, explain to us why the related expense is not recorded within net loss on the
statement of operations.

37. As a related matter, revise to disclose how you determined the fair value of common
stock to be issued in connection with services rendered of $43,333.

Exhibit 23.1. Consent of Independent Registered Public Accounting Firm

38. To the extent there is a delay in requesting effectiveness of your registration statement, or
there is any change, other than typographical, made to the financial statements, or there
have been intervening events since the prior filing that are material to t he company,
please provide a currently dated and signed consent from your independent accountant
with your next amendment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s  disclosure, they are responsible for the accuracy
and adequacy  of the disclosures they have made.

Paul Bundschuh
Ideal Power Inc.
August 30, 2013
Page 8

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegate