iPower (IPW) files Amendment No. 1 to S-1 to update and corporate exhibits

Rhea-AI Filing Summary

iPower Inc. filed Amendment No. 1 to its Form S-1 registration statement. This update is described as being filed solely to refresh and modify certain exhibits attached to the original registration. The body of the prospectus and the rest of the registration statement remain unchanged and are therefore omitted from this amendment. The exhibits list includes charter and bylaw documents, forms of convertible notes and warrants, key transaction agreements, auditor consents, XBRL materials, and a new subsidiaries schedule filed with this amendment. The amendment is signed on behalf of iPower by Chairman and Chief Executive Officer Chenlong Tan and the company’s directors.

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As filed with the Securities and Exchange Commission on January 16, 2026

Registration No. 333-292682

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No 1

to

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

iPower Inc.

(Exact name of registrant as specified in its charter)

Nevada		5200		82-5144171
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

8798 9th Street

Rancho Cucamonga, CA 91730

(626) 863-7344

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________________________

Chenlong Tan

Chief Executive Officer

8798 9th Street

Rancho Cucamonga, CA 91730

(626) 863-7344

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________

With copies to:

Megan J. Penick Esq.

Dorsey & Whitney LLP

51 W 52nd St.

New York, NY 10019

(212) 415-9200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) is being filed solely for the purpose of updating certain exhibits to the Registration Statement on Form S-1 (File No. 333-292682). As a result, this Amendment consists only of the cover page, this explanatory note, Item 16(a) of Part II to the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

Exhibit No.		Description
3.1		Sixth Amended and Restated Articles of Incorporation of iPower Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 3 to the Registration Statement on Form S-1 filed May 5, 2021).
3.2		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 21, 2025).
3.3		Third Amended and Restated Bylaws of iPower Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 11, 2025).
4.1		Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed February 2, 2021).
4.2		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed June 18, 2024).
4.3		Form of Series A Senior Secured Convertible Notes (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K/A filed December 23, 2025).
4.4		Form of Series B Senior Secured Convertible Notes (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K/A filed December 23, 2025).
5.1		Opinion of Dorsey & Whitney LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-1 filed on January 12, 2026).
10.1		Form of Securities Purchase Agreement, dated December 22, 2025, between iPower Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed December 23, 2025).
10.2		Form of Security and Pledge Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed December 23, 2025).
10.3		Form of Guaranty (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A filed December 23, 2025).
10.4		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed December 23, 2025).
21.1*		Subsidiaries
23.1		Consent of UHY, LLP, independent registered public accounting firm (incorporated by reference to Exhibit 23.1 to the Registration Statement on Form S-1 filed on January 12, 2026).
23.2		Consent of HTL International, LLC, independent registered public accounting firm (incorporated by reference to Exhibit 23.2 to the Registration Statement on Form S-1 filed on January 12, 2026).
23.3		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-1 filed on January 12, 2026).
107		Filing Fee Table (incorporated by reference to Exhibit 107 to the Registration Statement on Form S-1 filed on January 12, 2026).
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document

* Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment no. 1 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rancho Cucamonga of the State of California, on January 16, 2026.

	iPOWER INC.
	By:	/s/ Chenlong Tan
		Chenlong Tan
		Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons, in the capacities, and on the dates indicated.

Signature		Title		Date
/s/ Chenlong Tan		Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board of Directors		January 16, 2026
Chenlong Tan		(Principal Executive Officer and Principal Financial Officer)
*		Director		January 16, 2026
Yi Yang
*		Director		January 16, 2026
Bennet Tchaikovsky
*		Director		January 16, 2026
Hanxi Li
*		Director		January 16, 2026
Yue Guo

*By: /s/ Chenlong Tan

Chenlong Tan

Attorney-in-fact

II-2

FAQ

What is iPower (IPW) filing in this S-1/A amendment?

iPower Inc. is filing Amendment No. 1 to its Form S-1 registration statement, described as an update made solely to revise and update certain exhibits.

Does this iPower S-1/A amendment change the main prospectus or offering terms?

No. The amendment states that only the cover page, explanatory note, Item 16(a), signature page, and exhibits are included, and that the remainder of the registration statement is unchanged and omitted.

Which key exhibits are referenced in iPower’s S-1/A Amendment No. 1?

Referenced exhibits include amended and restated articles of incorporation and bylaws, certificates and forms for preferred stock, warrants and convertible notes, a securities purchase agreement, related security and guaranty agreements, a registration rights agreement, auditor consents, and Inline XBRL documents.

What new exhibit is specifically filed with this iPower S-1/A amendment?

Exhibit 21.1, a subsidiaries schedule, is marked with an asterisk as filed with this amendment, while many other exhibits are incorporated by reference from earlier filings.

Who signed iPower’s Amendment No. 1 to the Form S-1 registration statement?

The amendment is signed by iPower Inc. through Chenlong Tan, its Chairman, Chief Executive Officer, Interim Chief Financial Officer, and principal executive and financial officer, and by the company’s directors, with Mr. Tan also acting as attorney-in-fact.

When was iPower’s S-1/A Amendment No. 1 signed?

The amendment indicates that it was signed in Rancho Cucamonga, California, on January 16, 2026, by iPower Inc. and its authorized signatories.