iPower (NASDAQ: IPW) broadens change-of-control terms on $2.3 million note

Rhea-AI Filing Summary

iPower Inc. amended the terms of a $2.3 million Promissory Note it received when it sold its subsidiary Global Product Marketing, Inc. to ETTS AI Investment LLC. The March 26, 2026 amendment broadens what qualifies as a “Change of Control” for iPower, including major shifts in executive leadership or board composition, significant changes to its business model or core operations that hurt its relationship with GPM, and dispositions of key supply chain assets that materially affect its ability to provide products or services. No other provisions of the Promissory Note were changed.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Promissory Note amount: $2.3 million Promissory Note date: February 1, 2026 Amendment date: March 26, 2026

3 metrics

Promissory Note amount $2.3 million Consideration for sale of Global Product Marketing, Inc.

Promissory Note date February 1, 2026 Date iPower entered into stock purchase agreement and received note

Amendment date March 26, 2026 Date iPower and ETTS AI amended the Promissory Note

Key Terms

Promissory Note, Change of Control, software asset transfer agreement, stock purchase agreement, +1 more

5 terms

Promissory Note financial

"in exchange for a $2.3 million promissory note (the “Promissory Note”)."

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Change of Control regulatory

"expanding the definition of a “Change of Control” of iPower to include, inter alia,"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

software asset transfer agreement financial

"entered into a software asset transfer agreement with its then-wholly owned subsidiary"

stock purchase agreement financial

"the Company entered into a stock purchase agreement with ETTS AI Investment LLC"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

supply chain technical

"disposition of any material portion of the Company’s supply chain that materially impacts"

A supply chain is the series of steps involved in producing and delivering a product or service, from raw materials to the final customer. It includes all the processes, such as sourcing materials, manufacturing, and distribution, that ensure products reach consumers. For investors, understanding the supply chain helps gauge how efficiently a company can meet demand and manage costs, impacting its profitability and stability.

Understanding 8-K Material Events →

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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): March 26, 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.

As previously disclosed, on February 1, 2026, iPower Inc, a Nevada corporation (“iPower” or the “Company”), entered into a software asset transfer agreement with its then-wholly owned subsidiary, Global Product Marketing, Inc., a Nevada corporation (“GPM”). Thereafter, on February 1, 2026, the Company entered into a stock purchase agreement with ETTS AI Investment LLC, a Nevada limited liability company (“ETTS AI”), pursuant to which the Company sold its equity interest in GPM and its underlying entities to ETTS AI in exchange for a $2.3 million promissory note (the “Promissory Note”).

On March 26, 2026, the Company and ETTS AI entered into an amendment to the Promissory Note (the “Amendment”). The Amendment amends and restates Section 8 of the Promissory Note, expanding the definition of a “Change of Control” of iPower to include, inter alia, (i) any material change in the composition of the Company’s executive management or board of directors, (ii) any material change in the Company’s business model, core operations, or strategic direction that materially and adversely affects the Company’s ability to continue to uphold its existing obligations towards and relationship with GPM, and (iii) disposition of any material portion of the Company’s supply chain that materially impacts the Company’s ability to supply products or services in the ordinary course of business. The Amendment does not amend any other sections of the Promissory Note, and all other terms and provisions of the Promissory Note remain unchanged and in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Addendum to Promissory Note, by and between iPower Inc. and ETTS AI Investment LLC, dated March 26, 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: March 31, 2026
	By:	/s/ Chenlong Tan
	Name:	Chenlong Tan
	Title:	Chief Executive Officer

3

FAQ

What did iPower Inc. (IPW) change in its agreement with ETTS AI?

iPower amended the Promissory Note with ETTS AI to expand the definition of a “Change of Control.” This now covers management or board changes, major business model shifts, and material supply chain disposals that harm its relationship with Global Product Marketing, Inc.

What transaction led to the $2.3 million Promissory Note for iPower (IPW)?

The Promissory Note arose when iPower sold its equity interest in Global Product Marketing, Inc. and its underlying entities to ETTS AI Investment LLC. In exchange for that sale, iPower received a $2.3 million Promissory Note on February 1, 2026.

How does the new Change of Control definition affect iPower Inc. (IPW)?

The expanded Change of Control definition captures more situations that could trigger consequences under the Promissory Note. It now includes significant leadership turnover, adverse strategic shifts, and material supply chain disposals that impair iPower’s ability to maintain obligations and its relationship with GPM.

Did iPower Inc. change any financial terms of the $2.3 million Promissory Note?

No financial terms are described as changing. The amendment only revises Section 8 to broaden the definition of Change of Control. The filing states all other terms and provisions of the $2.3 million Promissory Note remain unchanged and in full force and effect.

Who are the parties to iPower’s amended Promissory Note disclosed in this filing?

The Promissory Note is between iPower Inc., a Nevada corporation, and ETTS AI Investment LLC, a Nevada limited liability company. It relates to the earlier sale of Global Product Marketing, Inc., which was previously a wholly owned subsidiary of iPower.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 ADDENDUM TO PROMISSORY NOTE 8.7 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