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2026-09-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
September 15, 2026
iPower Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-40391 |
|
82-5144171 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
8798 9th Street
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices) (Zip
Code)
(626) 863-7344
(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 |
| Common Stock $0.001 per share |
|
IPW |
|
The Nasdaq Stock Market LLC |
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 Optional 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 an up to $30,000,000 6% original issue discount senior secured convertible note facility, with an initial closing of $5,184,024
principal amount of series A senior secured convertible notes (the “Series A Notes”), sold in reliance on an exemption from
registration statement afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule
506(b) of Regulation D of the Securities Act, and $1,815,976 principal amount of series B senior secured convertible notes sold pursuant
to an effective registration statement on Form S-3 (SEC File No. 333-274655). The Company then registered $28,184,024 of shares of common
stock underlying the Series A Notes on Form S-1 (File No. 333-292682), as amended pursuant to Form S-1MEF (File No. 333-295172), with
such Series A Notes to be issuable from time to time upon sale to the Investor, first as an additional mandatory closing and, thereafter,
an additional optional closing (each, an “Additional Optional Closing”).
As previously disclosed in
our Current Report on Form 8-K filed on July 6, 2026, the Company and the Investor entered into an amendment to the Purchase Agreement
for purposes of, among other things, (i) increasing funds available under the facility by an additional original principal amount of $2,000,000
and (ii) removing restrictions on use of proceeds for additional funds obtained through the facility.
On September 15, 2026, following
the Investor’s notification to the Company of its intent to execute an Additional Optional Closing for $3,000,000 in aggregate
principal amount of Series A Notes, the Company and the Investor consummated an Additional Optional Closing. At the Additional Optional
Closing, the Company received $2,820,000, excluding fees and expenses, in exchange for issuing a $3,000,000 aggregate principal amount
of Series A Notes to the Investor after satisfaction of all applicable closing conditions, including the absence of any Event of Default
(as such term is defined in the Form of Series A Senior Secured Convertible Note, filed herewith as Exhibit 10.1). The Series A Note
issued at the Additional Optional Closing was issued pursuant to an exemption from registration in accordance with Regulation D of the
Securities Act and has a fixed conversion price of $3.156 (120% of the Nasdaq closing price of the Company’s common stock on September
15, 2026).
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 $2,820,000
at this closing, before fees and expenses, including a 6% cash fee payable to Digital Offering, who acted as placement agent in the transaction.
To date, the Company has sold
an aggregate total original principal amount of $15,184,024 in Series A Convertible Notes to the Investor, with $15,000,000 of aggregate
original principal amount of Series A Convertible Notes remaining available for issuance, of which $9,084,580 of the Series A Convertible
Notes have been converted to date.
Consistent with the Purchase
Agreement’s disclosure covenants, the Company is providing this Current Report on Form 8-K to disclose the completion of this Additional
Optional Closing under the Purchase Agreement.
The foregoing summary of the
$3,000,000 Series A Note does not purport to be complete and is qualified in its entirety by reference to such agreement, the form of
which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Series A Senior Secured Convertible Note |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 15, 2026 |
|
|
| |
By: |
/s/ Chenlong Tan |
| |
Name: |
Chenlong Tan |
| |
Title: |
Chief Executive Officer |
