Convertible note accounting delays iPower (IPW) Form 10-Q filing

Rhea-AI Filing Summary

iPower Inc. filed a notice that it will be late filing its Form 10-Q for the six months ended December 31, 2025. The company recently closed a convertible note financing on December 23, 2025 and says complex accounting for this transaction has delayed completion of its financial statements. iPower states it cannot meet the deadline without unreasonable effort or expense and plans to submit the Form 10-Q as soon as practicable and within the 5-day extension period allowed under Rule 12b-25.

Insights

Equity analyst

Late 10-Q tied to complex convertible note accounting, timing modestly uncertain.

iPower Inc. explains its Form 10-Q for the six months ended December 31, 2025 will be delayed because of complex accounting for a convertible note financing that closed on December 23, 2025. The company cites unreasonable effort or expense as the reason.

The use of a Rule 12b-25 extension is a procedural step that many smaller issuers take when facing unusual or technically complex transactions. The narrative focuses on accounting treatment, not liquidity stress or operational disruption, and does not quantify the financing.

iPower states it intends to file the Form 10-Q within the 5-day extension window permitted for quarterly reports. Until that filing appears, investors will not see the detailed impact of the convertible note on the company’s balance sheet, income statement, or future financing structure.

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: December 31, 2025

☐ 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 recently completed a convertible note financing transaction which closed on December 23, 2025 and, as a result, is experiencing delays in completing the preparation of its financial statements for the six month period ended December 31, 2025 due to the complex nature of the financial accounting treatment required in relation to the financing. As a result, the Company is unable to timely file its Quarterly Report on Form 10-Q for the six months ended December 31, 2025 (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: February 17, 2026	By:	/s/ Chenlong Tan
		Chenlong Tan Chief Executive Officer

3

FAQ

Why is iPower Inc. (IPW) delaying its Form 10-Q filing?

iPower is delaying its Form 10-Q because it recently completed a convertible note financing on December 23, 2025. The company says the complex accounting required for this financing has slowed preparation of financial statements for the six months ended December 31, 2025.

Which reporting period does iPower Inc.'s late Form 10-Q cover?

The late Form 10-Q for iPower Inc. covers the six-month period ended December 31, 2025. The company explains that work on these financial statements is taking longer due to the complex accounting treatment needed for a recently closed convertible note financing.

How long of an extension is iPower Inc. seeking for its 10-Q?

For its delayed Form 10-Q, iPower is relying on Rule 12b-25, which allows a five-calendar-day extension for quarterly reports. The company states it intends to file the Form 10-Q as soon as practicable and within this 5-day extension period.

What transaction caused accounting delays for iPower Inc. (IPW)?

Accounting delays at iPower stem from a recently completed convertible note financing that closed on December 23, 2025. The company cites the complex nature of the required financial accounting treatment for this financing as the reason its Form 10-Q cannot be filed on time.

Does iPower Inc.'s NT 10-Q mention unreasonable effort or expense?

Yes. iPower states it cannot file its Form 10-Q for the six months ended December 31, 2025 by the prescribed deadline without incurring unreasonable effort and/or expense. This language supports use of the short extension offered under SEC Rule 12b-25.

What SEC rule is iPower Inc. using for its late 10-Q filing?

iPower is using Rule 12b-25, which permits companies to delay certain filings if they cannot be completed on time without unreasonable effort or expense. For quarterly reports, this rule provides up to a five-calendar-day extension beyond the original due date.