iPower (Nasdaq: IPW) raises $3M via notes to back new AI infrastructure strategy
Rhea-AI Filing Summary
iPower Inc. completed an additional optional closing under its December 2025 senior secured convertible note facility, issuing $3,000,000 in Series A notes and receiving about $2,820,000 in gross proceeds before fees and expenses. The notes were sold under Regulation D with a fixed conversion price of $1.03 per share, set at 120% of the Nasdaq closing price on May 18, 2026.
The company also committed up to $3.0 million of its investment funds to purchase sUSDai, a yield‑bearing digital asset backed by GPU‑collateralized loans, as part of a newly launched AI infrastructure strategy. This strategy aims to make iPower a capital provider for GPU clusters and AI infrastructure assets using its existing $30 million facility.
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Insights
iPower adds convertible debt and pivots toward AI infrastructure financing.
iPower issued $3,000,000 of Series A senior secured convertible notes at a discount, receiving about $2,820,000 in gross proceeds. The notes carry a fixed conversion price of $1.03 per share, potentially adding equity over time if converted.
The company is redirecting capital into AI infrastructure by committing up to $3.0 million to sUSDai, which is backed by GPU‑collateralized loans. This links returns to AI infrastructure revenue streams while adding exposure to a digital asset structure. Actual impact will depend on execution of the broader AI infrastructure strategy described for 2026 and beyond.
8-K Event Classification
Key Figures
Key Terms
senior secured convertible note financial
original issue discount financial
Regulation D regulatory
sUSDai financial
GPU-collateralized loans technical
AI infrastructure technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 (the “Prior Form 8-K”), 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, and an additional $2,000,000 of Series A Notes issuable upon the effectiveness of a resale registration statement on Form S-1 registering the Series A Notes (the “Resale Registration Statement”). The Purchase Agreement further provided for additional purchases of Series A Notes at the Investor’s discretion (each, an “Additional Optional Closing”).
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, on May 19, 2026, the Company and 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 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 $1.03 (120% of the Nasdaq closing price of IPW common stock on May 18, 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. Following board approval, the Company has committed up to $3.0 million of the Company’s investment funds for the purchase of sUSDai, a yield-bearing digital asset instrument.
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.
| Item 8.01. | Other Events. |
On May 19, 2026, the Company issued a press release disclosing its entry into the artificial intelligence (“AI”) infrastructure business, including investing in certain digital asset instruments that it deems are aligned with the Company’s AI infrastructure financing mandate. A copy of the press release is furnished herewith as Exhibit 99.1.
The information provided in this Item 8.01 (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
| 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 May 19, 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: May 19, 2026 | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
iPower Launches AI Infrastructure Strategy
· Company intends to pursue investments across the AI infrastructure stack, including an initial investment in sUSDai
· Utilizes existing $30M facility to build dedicated GPU and AI asset portfolio
RANCHO CUCAMONGA, Calif., May 19, 2026 — iPower Inc. (Nasdaq: IPW) today announced the launch of its AI infrastructure strategy, positioning the Company as a dedicated capital provider for GPU clusters and AI infrastructure assets. The AI infrastructure market faces a fundamental supply-demand imbalance – GPU capacity is difficult to source and deploy, and operators face significant capital constraints in meeting surging demand. This leaves customers facing significant delays in building the AI capabilities they need.
iPower intends to address this gap by acting as a flexible capital provider and strategic partner to infrastructure operators across the technology stack, initially via its existing $30 million December 2025 financing facility. As a first step, the Company has committed up to $3 million from new financing proceeds to purchase sUSDai, a yield-bearing instrument backed by GPU-collateralized loans, giving iPower direct exposure to AI infrastructure revenue streams in a downside protected structure.
“We are in the early innings of the most significant technological adoption in this generation, and compute infrastructure is the critical bottleneck standing between enterprises and adoption. We believe iPower is well-capitalized to address the opportunity in this space. Our initial deployment into sUSDai is the first step in what we intend to build into a meaningful presence as a capital provider in the AI infrastructure ecosystem,” said Lawrence Tan, CEO of iPower Inc.
iPower’s AI infrastructure strategy is focused on several key initiatives:
| • | Pursuing investments across the AI infrastructure stack, including an initial investment in sUSDai |
| • | Targeting strong returns on invested capital (ROIC) through disciplined asset selection |
| • | Leveraging iPower’s capital markets experience and ecosystem relationships to scale the portfolio as the strategy matures |
The Company intends to provide updates on additional developments as it executes the strategy.
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. The Company’s platform includes established e-commerce supply chain operations and a growing AI infrastructure investment strategy. Leveraging its operating experience, ecosystem relationships, and capital market access, iPower is building a scalable platform 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. These forward-looking statements, including iPower’s launch of its new AI infrastructure strategy, its ability to successfully deploy capital to fund such strategy, or generate revenue following the launch of such strategy, 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 to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although iPower believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. iPower cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results and performance in iPower’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Media & Investor Contact
IPW.IR@meetipower.com