iPower (NASDAQ: IPW) sells $2M note and approves first $2M share repurchase
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
iPower raises new convertible debt while approving a flexible $2M share repurchase program.
iPower issued a $2,000,000 principal Series A senior secured convertible note, receiving roughly
The board also approved a share repurchase program of up to
The press release highlights unified support from creditors and emphasizes balance sheet strengthening and capital allocation flexibility. Actual impact on leverage, share count, and trading dynamics will depend on the pace of note conversions, future cash flow, and how aggressively the repurchase authorization is used.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
___________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Additional Mandatory Closing under Securities Purchase Agreement
As previously disclosed in our Current Report on Form 8-K filed on December 23, 2025, iPower Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement dated December 22, 2025 (the “Purchase Agreement”) with an institutional investor (the “Investor”), providing for a 6% original issue discount senior secured convertible note facility and an initial closing of $5,184,024 principal amount of series A senior secured convertible note and $1,815,976 principal amount of series B senior secured convertible note (the “Prior Form 8-K”). The Prior Form 8-K also noted that, pursuant to the Purchase Agreement, the parties would close on an additional approximately $2,000,000 principal amount of series A senior secured convertible note upon the effectiveness of a resale registration statement (the “Additional Mandatory Series A Note”).
On February 9, 2026, the Company delivered an Additional Mandatory Closing Notice to the Investor and, on February 10, 2026, consummated the Additional Mandatory Closing in accordance with the Purchase Agreement, receiving $1,880,00 in exchange for issuing a $2,000,000 aggregate principal amount of the Additional Mandatory Series A Note to the Investor after satisfaction of all applicable closing conditions, including the effectiveness of the resale registration statement and the absence of any Event of Default.
Pursuant to the Purchase Agreement, the consideration was paid at $940 for each $1,000 of principal amount, and the Company received gross proceeds of approximately $1,880,000 at this closing, before fees and expenses.
Consistent with the Purchase Agreement’s disclosure covenants, the Company is providing this Current Report on Form 8-K to disclose the completion of the Additional Mandatory Closing under the Purchase Agreement.
| Item 8.01. | Other Events. |
On February 10, 2026, the Company announced that its board of directors has authorized a share repurchase program for up to $2.0 million of common stock (the “Share Buyback Program”). Share repurchases under the Share Buyback Program, if any, may be made from time to time on the open market or through privately negotiated transactions, including, without limitation, through Rule 10b5-1 trading plans, any other legally permissible means, or any combination of the foregoing. The Share Buyback Program has no time limit, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the program are expected to be funded from a combination of existing cash balances and future cash flow.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Series A Senior Secured Convertible Note | |
| 99.1 | Press Release, dated February 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IPOWER, INC. | ||
| Dated: February 10, 2026 | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
iPower Authorizes $2 Million Share Repurchase Program, First in Company History
RANCHO CUCAMONGA, Calif., February 10, 2026 — iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”) today announced that its Board of Directors has approved a share repurchase program for the first time in the Company’s history, with unified support from all of the Company’s creditors.
The share repurchase program reflects alignment across iPower’s capital structure and confidence in the Company’s financial position and strategic direction. The Company expects to implement the up to $2,000,000 share repurchase program in the near future, subject to market conditions and applicable regulations.
“This is a meaningful milestone for iPower,” said Lawrence Tan, Chief Executive Officer of iPower. “Authorizing our first-ever share repurchase program — with the unified support of all creditors — underscores the progress we have made in strengthening our balance sheet and helps position the Company for disciplined, long-term value creation.”
iPower noted that the combination of new capital, recent cost-structure improvements, and Board authorization of a share repurchase program provides the Company with greater flexibility in capital allocation, while continuing to support its operating priorities and previously announced strategic initiatives.
About iPower Inc.
iPower Inc. (Nasdaq: IPW) is a technology- and data-driven supply chain and infrastructure provider for online retailers and brands, operating at the intersection of digital assets and real-world commerce. The Company delivers procurement, fulfillment, logistics, and software-enabled services, and is executing a broader crypto strategy through licensed partners and compliant infrastructure. For more information, please visit www.meetipower.com.
Forward-Looking Statements
All statements other than statements of historical fact in this press release are forward-looking statements, including statements regarding the share repurchase program, the anticipated benefits of the financing, the implementation of iPower’s digital asset strategy, and iPower’s future business plans. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that iPower believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. iPower undertakes no obligation to update forward-looking statements except as may be required by law. Actual results may differ materially from those anticipated. Investors are encouraged to review iPower’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Media & Investor Contact
IPW.IR@meetipower.com
FAQ
What financing transaction did iPower Inc. (IPW) complete on February 10, 2026?
How much cash did iPower Inc. (IPW) receive from the new Series A senior secured convertible note?
What are the key terms of iPower Inc.’s (IPW) new share repurchase program?
How will iPower Inc. (IPW) fund its authorized $2,000,000 share repurchase program?
Why does iPower Inc. (IPW) describe this share repurchase program as a milestone?
Does iPower Inc.’s (IPW) share repurchase program have a fixed duration or required amount?
Filing Exhibits & Attachments
5 documentsPress Releases
Agreements & Contracts
