Ipower Inc SEC Filings

iPower Inc. reported fiscal Q2 2026 revenue of $7.1 million, down from $19.1 million a year earlier as it deliberately restructured its supply chain and shifted toward predominantly U.S.-based sourcing. Gross profit was $3.1 million with a solid 44.0% gross margin.

Total operating expenses fell 28% year-over-year to $5.6 million, but the company recorded a net loss attributable to iPower of $1.2 million, or $(1.08) per share. As of December 31, 2025, iPower held $2.0 million in cash and cash equivalents, $2.2 million in restricted cash, and about $2.2 million in digital assets, with total debt of roughly $8.4 million, including $5.8 million of convertible notes.

During the quarter, the company launched a Digital Asset Treasury strategy with an institutional investor and closed the first tranche of an up to $30 million convertible note, receiving $6.5 million in gross proceeds. After quarter-end, iPower sold Global Product Marketing Inc. for about $2.3 million and its board authorized a $2 million share repurchase program, signaling a leaner operating model and a focus on balance sheet management.

iPower Inc. is soliciting proxies for its April 13, 2026 annual meeting to elect five directors, ratify HTL International, LLP as auditors, hold an advisory vote on executive compensation, and seek shareholder approval to authorize issuance of more than 20% of outstanding common stock as consideration for acquisitions.

The proxy states the Record Date is February 12, 2026 and that 1,293,177 shares of common stock were entitled to vote as of that date, with 1,314,750 shares outstanding as of February 19, 2026. Proposals 4 and 5 would permit issuance of up to $3,000,000 in stock per acquisition; the filing estimates ~842,000 shares per $3,000,000 acquisition using a closing price of $3.565 on February 18, 2026, and contemplates completing approved acquisitions within three months of approval.

iPower Inc. filed a notice that it will be late filing its Form 10-Q for the six months ended December 31, 2025. The company recently closed a convertible note financing on December 23, 2025 and says complex accounting for this transaction has delayed completion of its financial statements. iPower states it cannot meet the deadline without unreasonable effort or expense and plans to submit the Form 10-Q as soon as practicable and within the 5-day extension period allowed under Rule 12b-25.

ATW-affiliated investors reported a significant stake in iPower Inc. common stock. ATW Digital Asset Opportunities XIV LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez together report beneficial ownership of 127,241 shares, or 9.9% of iPower’s common stock, through senior secured convertible debt subject to a 9.99% ownership blocker.

The ownership percentage is based on 1,146,443 shares outstanding as of January 12, 2026, as disclosed in an iPower prospectus, plus the shares these investors can acquire under Rule 13d-3(d)(1)(i). The reporting persons certify the securities are not held for the purpose of changing or influencing control of iPower.

iPower Inc. completed an additional mandatory closing under its previously disclosed Securities Purchase Agreement, issuing a $2,000,000 principal amount Series A senior secured convertible note. The consideration was set at $940 per $1,000 of principal, and iPower received approximately $1,880,000 in gross proceeds after closing conditions were met.

On the same day, iPower’s board authorized its first-ever share repurchase program of up to $2,000,000 of common stock. Repurchases may occur over time via open-market or privately negotiated transactions, including Rule 10b5-1 plans, and will be funded from existing cash and future cash flow.

iPower Inc. has restructured its operations by transferring software assets from its wholly owned subsidiary Global Product Marketing, Inc. to the parent company and then selling that subsidiary to ETTS AI Investment LLC for a $2.3 million promissory note repayable in seven years. iPower assumed vendor payables tied to the software but received a perpetual, royalty‑free license so both entities can keep using and developing the software, and may receive 50% of any proceeds if the original code is resold. A new five‑year supply and distribution agreement makes iPower the exclusive supplier in the United States, Canada and Mexico for existing SKUs historically distributed through the sold business, with up to 15% margin and those margin amounts able to offset the promissory note.

iPower Inc. has filed a prospectus covering the resale of up to 5,221,451 shares of common stock issuable upon conversion of $28,184,024 aggregate principal amount of its Series A senior secured convertible notes. These 10% notes mature 24 months after issuance and initially convert at $17.70 per share, with alternative price mechanics and a beneficial ownership cap of 4.99% (electable to 9.99%).

The company is not selling shares in this prospectus and will not receive proceeds from Selling Stockholder resales, though it will receive cash from additional Series A note closings, which it plans to use to repay existing loans. Common stock outstanding would rise from 1,146,443 to 6,237,894 shares if all registered Series A notes are converted. iPower also outlines a new Digital Treasury Strategy, planning to deploy about $4.7 million into bitcoin, ether and stablecoins, which introduces significant volatility, regulatory, liquidity and custody risks.

iPower Inc. has obtained written consent from majority stockholders to approve several major corporate actions without holding a meeting. These include issuing more than 20% of its common stock at below Nasdaq’s “Minimum Price” upon conversion of up to $9,000,000 of senior secured convertible notes, an increase in authorized capital to 1,000,000,000 shares (including 980,000,000 common shares), a boost in shares available under its 2020 Equity Incentive Plan to 49,747,078 shares, and authorization for one or more reverse stock splits at ratios of up to 1-for-250 at the board’s discretion.

As of the record date, iPower had 1,049,832 common shares outstanding, so these actions create significant capacity for future issuance and potential dilution. The company notes that conversions of the notes and future share issuances could materially dilute existing holders but argues they are important for raising capital, funding compensation plans, and helping maintain Nasdaq listing compliance through a possible reverse split.