iPower (IPW) delays 10-Q after Feb 2026 subsidiary sale and note financing

Rhea-AI Filing Summary

iPower Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the nine months ended March 31, 2026 due to completion of a sale of subsidiaries and a convertible note financing in February 2026. The company states it will file the Form 10-Q as soon as practicable and within the 5-day extension period allowed under Rule 12b-25.

Insights

Accounting Controller

Late 10-Q driven by complex post-transaction financial close work.

The registrant cites a sale of subsidiaries and a convertible note financing closed in February 2026, which delayed preparation of consolidated financial statements for the nine months ended March 31, 2026. Such transactions commonly require valuation work, allocation of proceeds, and note accounting adjustments.

Timing: the company intends to use the statutory 5-day extension under Rule 12b-25; subsequent filings will show the finalized financials and note disclosures.

Corporate Finance Analyst

Transactions may affect balance-sheet presentation and capital structure disclosures.

The convertible note financing referenced will likely change reported debt/equity relationships and require disclosure of conversion features and related-party or cash-flow effects.

Close attention should be paid to the Form 10-Q when filed for the treatment of proceeds, debt terms, and any gain/loss from the sale of subsidiaries.

Key Figures

Period end: March 31, 2026 Extension window: 5-day extension Transactions date: February 2026 +1 more

4 metrics

Period end March 31, 2026 Quarterly reporting period

Extension window 5-day extension Rule 12b-25 filing relief

Transactions date February 2026 Sale of subsidiaries and convertible note financing

Notice date May 15, 2026 Form 12b-25 signature date

Key Terms

Rule 12b-25, convertible note financing, Form 10-Q, sale of subsidiaries

4 terms

Rule 12b-25 regulatory

"within the 5-day extension period allowed under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

convertible note financing financial

"completed a sale of its subsidiaries and a convertible note financing in February 2026"

A convertible note financing is a loan investors give to a company that is intended to turn into shares later instead of being paid back in cash. Think of it like a bridge loan that comes with a coupon you can swap for ownership at the next funding round, usually at a discounted price or a preset valuation limit. It matters to investors because it lets them support a company early while delaying a precise valuation, but it also affects future ownership percentages and risk exposure when the loan converts into equity.

Form 10-Q regulatory

"unable to timely file its Quarterly Report on Form 10-Q for the nine months ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

sale of subsidiaries financial

"completed a sale of its subsidiaries and a convertible note financing in February 2026"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: Not Applicable

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

iPower Inc.

Full Name of Registrant

Former Name if Applicable

8798 9th Street

Address of Principal Executive Office (Street and Number)

Rancho Cucamonga, CA 91730

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

The Registrant completed a sale of its subsidiaries and a convertible note financing transaction in February 2026 and, as a result, is experiencing delays in completing the preparation of its financial statements for the nine-month period ended March 31, 2026. As a result, the Company is unable to timely file its Quarterly Report on Form 10-Q for the nine months ended March 31, 2026 (the “Form 10-Q”) by the prescribed filing deadline without incurring unreasonable effort and/or expense. The Registrant intends to file its Form 10-Q as soon as practicable and, in any event, within the 5-day extension period allowed under Rule 12b-25.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Chenlong Tan		(626)		863-7344
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

iPower Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2026	By:	/s/ Chenlong Tan
		Chenlong Tan Chief Executive Officer

3

FAQ

Why did iPower (IPW) file a Form 12b-25 for its 10-Q?

iPower filed a Form 12b-25 because completion of a sale of subsidiaries and a convertible note financing in February 2026 delayed preparation of the consolidated financial statements for the period ended March 31, 2026.

When does iPower expect to file the delayed Form 10-Q?

The company intends to file the Form 10-Q as soon as practicable and, specifically, within the 5-day extension period allowed under Rule 12b-25 following the prescribed due date.

Does the 12b-25 notice indicate other late reports for iPower (IPW)?

The notice indicates that other periodic reports for the prior 12 months have been filed, answering Yes to that question on the form, so no other required periodic reports were identified as delinquent.

Who signed the Form 12b-25 for iPower and when?

The notification was signed by Chenlong Tan, Chief Executive Officer, and dated May 15, 2026, affirming the company submitted the late-filing notice.