RESEARCH

CorePower Magnetics SEC Form D Review 2026: $14.36M Equity Raise Behind a DOE-Backed U.S. Magnetics Manufacturing Scale-Up

CorePower Magnetics SEC Form D Review 2026: $14.36M Equity Raise Behind a DOE-Backed U.S. Magnetics Manufacturing Scale-Up

INDEPENDENT VERDICT

CorePower Magnetics, Inc. is a verifiable Pittsburgh advanced-manufacturing company whose September 8, 2026 Form D shows a substantial company-level equity financing rather than a pooled investment fund or SPV. The filing reports a fixed $14,577,692 Equity offering under Rule 506(b), with $14,357,692 already sold, $220,000 remaining and seven investors after a first sale on August 25. The company is classified by the SEC under Manufacturing, not Technology or Pooled Investment Fund, and it does not claim a 3(c)(1) or 3(c)(7) exclusion. Sam Kernion is listed as executive officer and director, Paul Ohodnicki as executive officer, director and promoter, while Reed Sturtevant and Carmichael Roberts appear as directors.

The more important story is how that private capital fits into a much longer commercialization chain. CorePower was founded in 2020 to commercialize magnetic-materials technology originating at Carnegie Mellon University and the U.S. Department of Energy's National Energy Technology Laboratory, later securing exclusive licenses to both institutions' relevant IP. The company has since moved from research and pilot-scale development into an ISO 9001-certified Pittsburgh manufacturing operation producing magnetic materials, inductors, transformers and motors, while planning a substantially larger facility. Federal support has been significant: ARPA-E records show a $5 million SCALEUP project for a scaled in-line processing facility, while CorePower says it later received $20 million of DOE funding for a domestic manufacturing facility in Pennsylvania.

THE SEC EQUITY IS ONLY ONE LAYER OF COREPOWER'S CAPITAL STACK

The 2026 Form D should therefore not be described as CorePower's entire manufacturing budget. The SEC filing captures private Equity securities sold to seven investors; DOE and ARPA-E awards are separate government funding streams and are not amounts sold under Form D. The latest notice reports $14.36 million of equity sold, while the ARPA-E SCALEUP award was $5 million and the later manufacturing award publicized by CorePower was $20 million. Those numbers belong to different legal and economic categories and should not be added together as though they form one financing round.

That distinction matters because government awards often carry project milestones, cost-sharing requirements, eligible-expense rules or manufacturing obligations rather than the ownership dilution associated with private equity. Equity investors, by contrast, are underwriting the company's residual enterprise value and execution risk. CorePower's ability to combine both forms of capital can reduce the amount of purely private money required to build manufacturing capability, but investors still need to know the company's post-money valuation, preference stack, share class and dilution from the 2026 round. None of those terms is disclosed in Form D.

The SEC filing also contains an Item 16 estimate of $550,000 to be used for payments to persons required to be named under Item 3. That figure should not automatically be labeled executive compensation because Item 16 asks broadly about gross proceeds expected to be used for payments to related persons identified in the filing. The notice provides no breakdown of salary, reimbursement, consulting, bonuses or other categories. Investors should therefore request the board-approved use-of-proceeds budget before assigning a more specific meaning to the $550,000 estimate.

FROM CMU AND NETL IP TO A DOMESTIC MAGNETICS SUPPLY CHAIN

CorePower's technical lineage is unusually traceable for a private materials company. Its official history says the underlying soft-magnetics work began at Carnegie Mellon, advanced through strain-annealing and spatial magnetic-property tuning, and later resulted in exclusive licensing arrangements with both CMU and NETL. The company says its technology can engineer nanocrystalline and amorphous magnetic cores to improve power density, thermal performance and efficiency while reducing component size and weight.

ARPA-E's own SCALEUP description independently supports the commercialization path. The agency awarded CorePower $5 million for a scaled in-line processing facility aimed at commercializing inductors, transformers and motors using permeability-engineered soft magnetics. ARPA-E described the project as combining nanocrystalline alloys, high-temperature processing and advanced computational design, with a goal of commissioning a manufacturing facility and standardizing multiple inductor and transformer product classes.

This is a materially different business from a laboratory licensing company. CorePower's current website says it produces raw magnetic material, cores and finished magnetic components inside a vertically integrated U.S. facility, and its present product range includes standardized inductors, custom transformers and rare-earth-free motors. The company also says a new 100,000-square-foot manufacturing site is being planned to meet demand.

The domestic-manufacturing angle is commercially important because magnetics sit inside power conversion equipment across the grid, data centers, industrial drives, electric vehicles, charging infrastructure and defense systems. Supply-chain control therefore has value beyond component efficiency. CorePower argues that producing the magnetic material and finished components domestically reduces dependence on external material suppliers and shortens development and delivery cycles. The company's earlier DOE-backed manufacturing announcement said a future facility was targeted toward very large annual production capacity for specialized magnetic metals, but those future capacity targets should not be presented as current output.

RARE-EARTH-FREE MOTORS ARE ONLY PART OF THE THESIS

One of the easiest ways to mischaracterize CorePower is to call it simply a rare-earth-magnet company. Its technology is broader and centers heavily on soft magnetic materials used in inductors, transformers and electric machines. The company's Magnetification platform uses amorphous and nanocrystalline FeCo and FeNi materials together with controlled processing to tune magnetic properties across a component.

For motors, CorePower specifically says it can achieve high power density without rare earths. For inductors and transformers, the economic benefit is different: improved thermal stability, reduced core losses, higher switching-frequency capability and smaller physical size can increase the efficiency and power density of power electronics. The company currently markets these components for data centers, grid and microgrid systems, renewable-energy integration, EV charging, aerospace and defense and industrial power.

That breadth is both an opportunity and a diligence issue. Data-center power infrastructure, electric vehicles and grid modernization can each support significant demand, but qualification cycles in industrial and utility equipment can be long. A successful material must not only outperform incumbent soft magnetics in laboratory testing; it must also be manufacturable consistently, priced competitively and qualified across multiple customer systems. CorePower says it supplies Tier 1 and Fortune 200 manufacturers, but its public website does not identify those customers or disclose customer concentration, contracted backlog or product-level revenue.

THE REAL INVESTMENT RISK HAS SHIFTED FROM INVENTION TO SCALE

CorePower's early technical risk was whether its materials and processing methods could work. By 2026, the risk profile has shifted toward manufacturing execution. The company has multiple patents, university and federal-laboratory licenses, DOE and DoD support, an operating ISO 9001 facility and commercial product families. Its current challenge is scaling those technologies from pilot and specialty production into repeatable high-volume manufacturing while maintaining magnetic performance, yield, cost and customer qualification.

That shift explains why the latest private financing is more meaningful than a typical research-stage materials round. A larger production site requires equipment, alloy processing lines, winding and component assembly systems, quality-control infrastructure, working capital and engineering staff. At the same time, manufacturing-heavy businesses face risks that software companies do not: scrap rates, equipment utilization, raw-material pricing, certification delays and customer concentration can materially affect margins even when the underlying technology performs well.

The company's founder backgrounds help explain its ability to move toward production. CEO Sam Kernion says he previously led soft-magnetics commercialization work at Carpenter Technology and launched a $100 million Soft Magnetics Center of Excellence before founding CorePower. CTO Paul Ohodnicki previously led grid-focused R&D at NETL and is also a University of Pittsburgh professor. CorePower's founding technical team includes people directly involved in the original technology development, which reduces the gap between licensed IP and internal know-how but does not eliminate manufacturing or market-adoption risk.

FINAL ASSESSMENT

CorePower Magnetics' September 2026 Form D verifies a substantial operating-company equity financing: $14.58 million offered, $14.36 million sold, seven investors, Rule 506(b), no business-combination transaction and no broker or finder compensation. The issuer is the actual manufacturing company, not an SPV or private fund.

The deeper research shows why this financing is distinctive. CorePower was built around technology developed at Carnegie Mellon University and NETL, secured exclusive licenses to that IP, received a $5 million ARPA-E SCALEUP award to commercialize advanced soft-magnetic components, and later publicized a $20 million DOE manufacturing award. It now operates an integrated Pittsburgh facility and plans a new 100,000-square-foot manufacturing site while targeting markets ranging from data centers and grid equipment to EVs and defense.

The correct SEC interpretation is therefore not that CorePower "raised $39 million" by adding federal support to the latest equity offering. The SEC amount sold is $14.357692 million. Government awards represent separate non-equity project funding with their own conditions, while the new equity investors participate in the company's corporate economics. The central diligence question is whether CorePower can translate federally supported materials science and pilot manufacturing into commercially profitable volume production.

Investors should therefore focus on the terms hidden behind the Form D: current valuation, preferred-stock rights, customer concentration, backlog, gross margin, manufacturing yield, capital required for the next plant, timing of DOE cost-sharing, patent-license economics and whether the new facility can reach commercial utilization without another major equity round. CorePower has moved beyond a pure technology-validation story; the next stage is industrial execution.

Form D is an exempt-offering notice. It is not SEC approval of CorePower Magnetics, its technology, DOE awards, manufacturing plans or any investment return.

SEC SNAPSHOT

ISSUER: CorePower Magnetics, Inc. | CIK: 0001901939 | SEC FILE NO.: 021-596611 | FILM NO.: 261363852 | ACCESSION NO.: 0000898432-26-000699 | FILED / EFFECTIVE: September 8, 2026

ENTITY: Delaware Corporation | FOUNDED: 2020 | PRINCIPAL ADDRESS: 1435 Bedford Ave., Pittsburgh, PA 15219 | SEC PHONE: 412-254-3195

INDUSTRY: Manufacturing | EXEMPTION: Regulation D Rule 506(b) | POOLED INVESTMENT FUND: No | INVESTMENT COMPANY ACT EXCLUSION: None claimed

SECURITY: Equity | BUSINESS COMBINATION: No | FIRST SALE: August 25, 2026 | OFFERING DURATION: One year or less

TOTAL OFFERING: $14,577,692 | AMOUNT SOLD: $14,357,692 | REMAINING: $220,000 | INVESTORS: 7 | MINIMUM INVESTMENT FIELD: $0

SALES COMMISSIONS: $0 | FINDER FEES: $0 | REVENUE RANGE: Declined to disclose

ITEM 16 ESTIMATED PAYMENTS TO RELATED PERSONS: $550,000. The Form D does not provide enough detail to characterize this entire amount as salary, bonus or other specific compensation.

RELATED PERSONS: Sam Kernion — Executive Officer / Director | Paul Ohodnicki — Executive Officer / Director / Promoter | Reed Sturtevant — Director | Carmichael Roberts — Director

FORM D SIGNATORY: Sam Kernion | TITLE: Chief Executive Officer

TECHNOLOGY ORIGIN: Carnegie Mellon University and National Energy Technology Laboratory soft-magnetics research | CorePower states it holds exclusive licenses covering relevant technology from both institutions.

ARPA-E SCALEUP SUPPORT: $5,000,000 project for a scaled in-line processing facility for permeability-engineered nanocrystalline magnetics.

DOE MANUFACTURING SUPPORT: CorePower publicly states it received a $20M DOE award in 2024 to support domestic manufacturing expansion in Pennsylvania. THIS IS GOVERNMENT PROJECT FUNDING, NOT AMOUNT SOLD UNDER THE 2026 FORM D.

CURRENT OPERATING FACILITY: Pittsburgh-based, vertically integrated and ISO 9001 certified.

PLANNED EXPANSION: CorePower currently states that a new approximately 100,000-square-foot manufacturing site is in planning.

PRODUCTS: Nanocrystalline and amorphous magnetic materials | inductors | transformers | rare-earth-free motors | custom magnetic components.

TARGET MARKETS: Data centers | grid and microgrids | renewable energy | EVs and charging | industrial power | aerospace and defense.

IMPORTANT CAPITAL DISTINCTION: The $14.357692M SEC amount sold is private-company Equity. ARPA-E and DOE awards are separate federal support programs and should not be added to the Form D figure as though they were one equity financing round.

CORE INDEPENDENT FINDING: CorePower's 2026 financing sits at the intersection of venture equity, federally developed intellectual property and U.S. industrial policy. The company is using private capital alongside DOE/ARPA-E support to move CMU/NETL-derived soft-magnetic technology from pilot production toward larger domestic manufacturing. The central investment question has therefore shifted from whether the technology works to whether CorePower can manufacture it at volume, win repeat commercial orders and reach attractive economics without excessive future capital requirements.

Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.