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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):
July 6, 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) (together,
the “Resale Registration Statement”), 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”).
On July 6, 2026, following the
Investor’s notification to the Company of its intent to execute an Additional Optional Closing for $2,000,000 in aggregate principal
amount of Series A Notes, the Company and the Investor entered into an amendment to the Purchase Agreement (“Amendment No. 1 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.
Thereafter, the Company and the Investor consummated an Additional Optional Closing. At the Additional Optional Closing, the Company received
$1,880,000, excluding fees and expenses, in exchange for issuing a $2,000,000 aggregate principal amount of Series A Notes 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 (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 $2.39 (120% of the Nasdaq closing price of the Company’s common stock
on July 2, 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 $1,880,000
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 $10,184,024 in Series A Convertible Notes to the Investor, with $18,000,000 of aggregate
original principal amount of Series A Convertible Notes remaining available for issuance.
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 $2,000,000
Series A Note and Amendment No. 1 to the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety
by reference to each such agreement, the forms of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively,
and are incorporated herein by reference.
Item 8.01. Other Events.
On July 6, 2026, the Company issued a press release
announcing completion of the above transaction. 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 Series A Senior Secured Convertible Note |
| 10.2 |
|
Form of Amendment to Securities Purchase Agreement, dated July 6, 2026, between iPower Inc. and the investors named therein |
| 99.1 |
|
Press Release dated July 6, 2026 |
| 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: July 6, 2026 |
|
|
| |
By: |
/s/ Chenlong Tan |
| |
Name: |
Chenlong Tan |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
iPower Secures $2.0 Million Growth
Capital to Advance AI, Supply Chain Infrastructure and Other Strategic Initiatives
Unrestricted financing strengthens
balance sheet flexibility as Company advances expansion into high-growth AI and supply chain infrastructure opportunities
RANCHO CUCAMONGA, Calif., July 06, 2026 — iPower Inc. (Nasdaq:
IPW) ("iPower" or the "Company") today announced it has secured a $2.0 million convertible note investment from an
institutional investor, providing the Company with additional capital to advance its strategic growth initiatives. The unrestricted financing
gives iPower full discretion to deploy capital toward high-priority opportunities, including artificial intelligence, supply chain infrastructure,
and other value-driving corporate initiatives.
Management views this financing as a meaningful step in strengthening
the Company's capital position as it pursues strategic opportunities designed to support long-term growth, drive revenue expansion, and
enhance profitability.
"This investment is a strong vote of confidence in iPower's strategy
and our ability to execute," said Lawrence Tan, Chief Executive Officer of iPower. "The unrestricted nature of this capital
gives us the flexibility to move decisively on the opportunities we believe will create the most value for our stockholders — particularly
across AI infrastructure and supply chain innovation. We view this as a pivotal step in our strategy to drive sustained revenue growth,
expand margins, and build a more profitable, scalable business for the long term."
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.
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 convertible note financing, use of proceeds, potential
AI-related investments, supply chain infrastructure opportunities, anticipated revenue growth and profitability, 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
