iPower Inc. (Nasdaq: IPW) launches AI leasing unit and adds subsidiary as guarantor

Rhea-AI Filing Summary

iPower Inc. describes actions related to a previously arranged financing and a new business structure. The company had entered into a Securities Purchase Agreement with an institutional investor for an up to $30,000,000 6% original issue discount senior secured convertible note facility, including an initial closing of $5,184,024 principal amount of Series A senior secured convertible notes. Certain subsidiaries must guarantee obligations under this agreement, and the newly formed artificial intelligence-focused subsidiary, iPower AI LLC, has been added as a guarantor through a Joinder to Guaranty dated July 21, 2026.

On July 15, 2026, iPower formed two wholly owned subsidiaries, IPW Commerce LLC and iPower AI LLC, to separate e-commerce and artificial intelligence operations from the rest of the business without changing management or capital structure. The AI subsidiary is planned to focus on acquiring AI computing hardware and generating revenue by leasing that hardware and potentially distributing compute resources, with only preliminary, non-binding customer interest disclosed and no definitive agreements yet for acquiring, financing, deploying, or leasing AI hardware.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible note facility: up to $30,000,000 Original issue discount rate: 6% Series A Notes principal: $5,184,024 +2 more

5 metrics

Convertible note facility up to $30,000,000 Maximum principal under 6% original issue discount senior secured convertible note facility

Original issue discount rate 6% Discount on senior secured convertible note facility

Series A Notes principal $5,184,024 Initial closing principal amount of Series A senior secured convertible notes

Subsidiaries formation date July 15, 2026 Date IPW Commerce LLC and iPower AI LLC were formed as wholly owned subsidiaries

Joinder to Guaranty date July 21, 2026 Date iPower AI LLC joined the existing Guaranty in favor of the investor

Key Terms

original issue discount, senior secured convertible notes, Guaranty, compute resource distribution, +1 more

5 terms

original issue discount financial

"providing for an up to $30,000,000 6% original issue discount senior secured"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

senior secured convertible notes financial

"initial closing of $5,184,024 principal amount of series A senior secured convertible notes"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

Guaranty financial

"iPower Smart LLC, entered into a guaranty in favor of the Investor dated"

A guaranty is a legal promise by one party (the guarantor) to pay or perform if another party fails to meet its debt or contractual obligation — like a co-signer who steps in when the borrower can’t pay. For investors, a guaranty lowers the chance that a bond, loan or contract will go unpaid, can improve credit assessments and borrowing terms, and gives a clearer sense of how secure expected returns are if the primary obligor runs into trouble.

compute resource distribution technical

"may evaluate a compute resource distribution model through which AI computing"

asset-backed leasing financial

"this approach could allow iPower to participate through a simple, asset-backed leasing model"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 07/21/2026 - 10:30 AM Accepted by SEC EDGAR 07/21/2026 - 10:30 AM Learn about SEC filing dates

FAQ

What financing facility does iPower Inc. (IPW) highlight in this report?

iPower highlights an up to $30,000,000 6% original issue discount senior secured convertible note facility. This facility includes an initial closing of $5,184,024 principal amount of Series A senior secured convertible notes with an institutional investor.

Which new subsidiaries did iPower Inc. (IPW) form and why?

On July 15, 2026, iPower formed IPW Commerce LLC and iPower AI LLC as wholly owned subsidiaries. They were created to separate the company’s e-commerce and artificial intelligence operations from the rest of its business without changing management or capital structure.

What is the business focus of iPower AI LLC, the new IPW subsidiary?

iPower AI LLC is planned as an artificial intelligence-focused subsidiary concentrating on AI hardware leasing and potential compute resource distribution. iPower intends to evaluate acquiring AI computing hardware and generating revenue by leasing that equipment to customers needing AI computing capacity.

Has iPower Inc. (IPW) secured customers or hardware for its AI leasing strategy?

iPower reports preliminary, non-binding interest from prospective customers to lease AI hardware once acquired. However, it states that no definitive agreements have been entered into for acquiring, financing, deploying, or leasing AI hardware, and outcomes are uncertain.

How is iPower AI LLC connected to iPower Inc.’s existing note facility (IPW)?

The newly formed iPower AI LLC has been joined as a guarantor under an existing Guaranty related to iPower’s senior secured convertible note facility. This Joinder to Guaranty was dated July 21, 2026, aligning the new AI subsidiary with obligations owed to the institutional investor.

Did the formation of new IPW subsidiaries change its management or capital structure?

iPower states that forming IPW Commerce LLC and iPower AI LLC did not change its management or capital structure. The purpose is organizational: to separate e-commerce and artificial intelligence operations from the remainder of the company’s business.

false 0001830072 0001830072 2026-07-15 2026-07-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 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.

Joinder to Guaranty 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”).

Pursuant to the Securities Purchase Agreement and the Series A Notes, certain subsidiaries of the Company are required to enter into a guaranty in favor of the Investor. One such subsidiary, iPower Smart LLC, entered into a guaranty in favor of the Investor dated December 23, 2025 (the “Guaranty”). In connection with the Company’s recent formation of iPower AI LLC, an artificial intelligence-focused subsidiary (as more particularly described in Item 8.01 below), the Company has joined iPower AI LLC to the Guaranty pursuant to a Joinder to Guaranty dated July 21, 2026.

The foregoing summary of the Securities Purchase Agreement, Guaranty, and Joinder to Guaranty contained in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to each such agreement, the forms of which are filed as Exhibits 10.1 and 10.3 to the Company’s Current Report on Form 8-K filed on December 23, 2025, and as Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. 

Item 8.01. Other Events.

On July 15, 2026, the Company formed two wholly-owned subsidiaries: IPW Commerce LLC, a Delaware limited liability company, and iPower AI LLC, a Delaware limited liability company (collectively, the “Subsidiaries”). The Subsidiaries were formed to separate the Company’s e-commerce and artificial intelligence operations from the remainder of the Company’s business, and the formation of the Subsidiaries did not result in any change to the Company’s management or capital structure.

On July 21, 2026, the Company issued a press release announcing the formation of iPower AI LLC. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Joinder to Guaranty, dated July 21, 2026
99.1		Press Release dated July 21, 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: July 21, 2026
	By:	/s/ Chenlong Tan
	Name:	Chenlong Tan
	Title:	Chief Executive Officer

3

Exhibit 99.1

iPower to Form Dedicated AI Subsidiary to Pursue AI Hardware Leasing Business

Company sees preliminary interest from prospective customers seeking to lease AI computing hardware once acquired

RANCHO CUCAMONGA, Calif., July 21, 2026 -- iPower Inc. (Nasdaq: IPW) ("iPower" or the "Company") today announced plans to form a dedicated artificial intelligence subsidiary focused on AI hardware leasing and potential compute resource distribution opportunities. Through the subsidiary, iPower intends to evaluate acquiring AI computing hardware and leasing that hardware to prospective customers. The Company is currently in discussions with prospective customers that have expressed preliminary, non-binding interest in leasing such equipment if and when it is acquired and available for deployment.

The proposed business model is straightforward: iPower would seek to acquire AI hardware, make the hardware available to customers that need AI computing capacity, and generate revenue by leasing the equipment to customers. Certain potential leasing structures may include substantial upfront lease payments by customers, subject to negotiation, customer credit evaluation, hardware availability and definitive agreements.

In addition to hardware leasing, iPower may evaluate a compute resource distribution model through which AI computing capacity supported by deployed hardware may be made available to customers, data centers, compute operators or infrastructure partners.

"We believe many businesses want access to AI computing power but may not want to buy, finance or manage specialized hardware directly," said Lawrence Tan, Chief Executive Officer of iPower. "Our planned AI subsidiary is intended to create a focused platform for iPower to acquire or finance AI hardware and lease that hardware to customers seeking AI infrastructure capacity."

"While no definitive customer agreements have been signed, we are seeing preliminary market interest and are evaluating potential lease structures, including structures that may provide meaningful upfront lease payments," Mr. Tan added. "We believe this approach could allow iPower to participate in demand for AI computing infrastructure through a simple, asset-backed leasing model."

While the Company is actively seeking out opportunities, to date, iPower has not yet entered into definitive agreements for the acquisition, financing, deployment or leasing of AI hardware, and there can be no assurance that any preliminary customer interest will result in completed transactions, revenue or profit. Our newly formed subsidiary, iPower AI LLC, and its related business strategy remain subject to market conditions, hardware availability, financing, customer demand, data center arrangements, due diligence, legal and regulatory considerations and the execution of definitive agreements.

About iPower Inc.

iPower Inc. (Nasdaq: IPW) is a technology- and data-driven company executing a focused strategy at the intersection of AI infrastructure and real-world commerce. Building on its established e-commerce operations, technology platform and capital markets experience, the Company is expanding into AI infrastructure investments and related financing ecosystems.

Through targeted investments in digital assets, infrastructure financing protocols and other AI-related opportunities, iPower seeks to participate in the growth of the compute, data center and infrastructure layers that support artificial intelligence. Leveraging its operating experience, ecosystem relationships and capital markets access, iPower is building a scalable business designed to generate durable long-term value for stockholders.

1

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" as defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include, but are not limited to, statements regarding the Company's planned formation of a dedicated AI subsidiary, AI hardware leasing strategy, potential acquisition or financing of AI computing hardware, preliminary interest from prospective customers, potential upfront lease payments, potential leasing revenue, potential compute resource distribution opportunities, future capital deployment, business opportunities and long-term stockholder value creation. These statements involve known and unknown risks and uncertainties and are based on current expectations and projections.

Actual results may differ materially from those set forth herein. iPower undertakes no obligation to update forward-looking statements except as required by law. 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 and Current Reports on Form 8-K.

Investor Relations Contact

IPW.IR@meetipower.com

2

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE 11.7 KB

Agreements & Contracts

• EX-10.1 FORM OF JOINDER TO GUARANTY 5.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB