ATW-affiliated investors reported a significant stake in iPower Inc. common stock. ATW Digital Asset Opportunities XIV LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez together report beneficial ownership of 127,241 shares, or 9.9% of iPower’s common stock, through senior secured convertible debt subject to a 9.99% ownership blocker.
The ownership percentage is based on 1,146,443 shares outstanding as of January 12, 2026, as disclosed in an iPower prospectus, plus the shares these investors can acquire under Rule 13d-3(d)(1)(i). The reporting persons certify the securities are not held for the purpose of changing or influencing control of iPower.
Positive
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Insights
ATW-related investors quietly accumulated a 9.9% economic stake in iPower via convertible debt with a hard 9.99% ownership cap.
The filing shows several ATW entities and two individuals collectively have rights to acquire 127,241 iPower shares through senior secured convertible debt. This translates to a 9.9% beneficial ownership stake when applying Rule 13d-3(d)(1)(i) and the stated 9.99% blocker.
The blocker limits conversions so that, after exercise, these investors and affiliates cannot exceed 9.99% of outstanding shares, which constrains voting power and potential dilution at any one time. They also certify the position is not intended to change or influence control, framing this as a financial investment rather than an activist one.
The ownership calculation uses 1,146,443 shares outstanding as of January 12, 2026 from an iPower prospectus plus the convertible shares allowed under the blocker. Future changes in the company’s share count or in the size or terms of this debt could alter both the economic exposure and reported percentage in subsequent filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
iPower Inc.
(Name of Issuer)
Common Stock $0.001 per share
(Title of Class of Securities)
46265P206
(CUSIP Number)
02/04/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46265P206
1
Names of Reporting Persons
ATW Digital Asset Opportunities XIV LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
127,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
127,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
46265P206
1
Names of Reporting Persons
ATW Master Fund V LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
127,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
127,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
46265P206
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
127,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
127,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
46265P206
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
127,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
127,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
46265P206
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
127,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
127,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
iPower Inc.
(b)
Address of issuer's principal executive offices:
8798 9th Street
Rancho Cucamonga, California 91730
Item 2.
(a)
Name of person filing:
ATW Digital Asset Opportunities XIV LLC*
ATW Master Fund V LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
ATW Digital Asset Opportunities XIV LLC - Delaware
ATW Master Fund V LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Common Stock $0.001 per share
(e)
CUSIP No.:
46265P206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
ATW Digital Asset Opportunities XIV LLC - 127,241*
ATW Master Fund V LP - 127,241*
ATW Partners Opportunities Management, LLC - 127,241*
Kerry Propper - 127,241*
Antonio Ruiz-Gimenez - 127,241*
*The Common Stock (the "Shares") reported herein represents the approximate number of Shares which ATW Digital Asset Opportunities XIV LLC (the "Holding Company") has the right to acquire within sixty (60) days through the exercise and/or conversion of senior secured convertible debt ("Convertible Debt") issued by iPower Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Master Fund V LP (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, the Fund, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
The Holding Company's Convertible Debt is subject to a blocker which prevents the Holding Company from exercising and/or converting its Convertible Debt into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein gives effect to the Blocker and is based upon a statement in the Issuer's Prospectus filed on January 21, 2026 that there were 1,146,443 Shares outstanding as of January 12, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Convertible Debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
ATW Digital Assets XI LLC - 9.9%
ATW Master Fund V LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ATW Digital Asset Opportunities XIV LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(ii) Shared power to vote or to direct the vote:
ATW Digital Asset Opportunities XIV LLC - 127,241*
ATW Master Fund V LP - 127,241*
ATW Partners Opportunities Management, LLC - 127,241*
Kerry Propper - 127,241*
Antonio Ruiz-Gimenez - 127,241*
(iii) Sole power to dispose or to direct the disposition of:
ATW Digital Asset Opportunities XIV LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(iv) Shared power to dispose or to direct the disposition of:
ATW Digital Asset Opportunities XIV LLC - 127,241*
ATW Master Fund V LP - 127,241*
ATW Partners Opportunities Management, LLC - 127,241*
Kerry Propper - 127,241*
Antonio Ruiz-Gimenez - 127,241*
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ATW Digital Asset Opportunities XIV LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/11/2026
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
What stake in iPower Inc. (IPW) do the ATW entities report?
They report beneficial ownership of 127,241 shares of iPower common stock, representing 9.9% of the class. This stake comes from senior secured convertible debt that can be turned into shares, subject to an ownership blocker that caps them below 10%.
How do ATW entities hold their iPower (IPW) position?
The position is held through senior secured convertible debt, not currently issued common shares. ATW Digital Asset Opportunities XIV LLC can acquire 127,241 shares within 60 days by exercising or converting this debt, constrained by a 9.99% ownership blocker.
Who are the reporting persons in this iPower (IPW) Schedule 13G?
The reporting persons are ATW Digital Asset Opportunities XIV LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz‑Gimenez. They may be deemed to share voting and dispositive power over the same 127,241 shares.
What is the 9.99% ownership blocker mentioned for iPower (IPW)?
The blocker prevents the ATW holding company and its affiliates from converting debt into shares if that would push their beneficial ownership above 9.99% of outstanding shares. It limits how much stock they can hold at any one time, even if the debt is larger.
How was the 9.9% ownership percentage in iPower (IPW) calculated?
The 9.9% figure uses 1,146,443 iPower shares outstanding as of January 12, 2026, taken from an iPower prospectus, plus the shares the reporting persons can acquire under the convertible debt, adjusted for the 9.99% blocker, consistent with Rule 13d‑3(d)(1)(i).
Are the ATW investors seeking control of iPower Inc. (IPW)?
They certify that the securities were not acquired and are not held for the purpose of changing or influencing control of iPower. The position is reported under Schedule 13G, which is typically used for passive or non‑control‑seeking holdings.
