iPower Inc. Files 8-K/A Amendment, Adds Exhibit 5.1

TL;DR

iPower Inc. just filed an 8-K/A adding a new exhibit, likely a material agreement. Keep an eye on this.

AI Summary

iPower Inc. filed an 8-K/A amendment on December 23, 2025, to add Exhibit 5.1, which is likely related to a material definitive agreement or financial obligation. The filing date for the earliest event reported is December 21, 2025. The company is incorporated in Nevada and headquartered in Rancho Cucamonga, California.

Why It Matters

This amendment indicates a potential new material agreement or financial obligation for iPower Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing of an 8-K/A with a new exhibit suggests potential new material agreements or financial obligations, which could introduce new risks or changes to existing ones.

Key Players & Entities

• iPower Inc. (company) — Registrant
• December 21, 2025 (date) — Earliest event reported date
• December 23, 2025 (date) — Filing date
• Exhibit 5.1 (document) — Added exhibit
• Nevada (jurisdiction) — State of incorporation
• Rancho Cucamonga, CA (location) — Business address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock $0.001 per share IPW The Nasdaq Stock Mark
• $30,000,000 — aggregate original principal amount of $30,000,000 (the "Convertible Note Facility"), in w
• $5,184,024 — aggregate original principal amount of $5,184,024 (the "Series A Convertible Note"), and
• $1,815,976 — EC") under the Securities Act, and (ii) $1,815,976 aggregate principal amount of a series
• $2,000,000 — ll close on an additional approximately $2,000,000 of Series A Convertible Notes (the "Add
• $9,000,000 — unt of 6% OID Convertible Notes sold to $9,000,000, with the Additional Series A Notes to
• $6,580,000, b — the Company received gross proceeds of $6,580,000, before deducting expenses. Digital Offer
• $394,800 — C acted as placement agent and received $394,800 in placement agent fees. The Purchase
• $17.70 — on Stock at a fixed Conversion Price of $17.70 per share, subject to adjustment as pro
• $2.27 — e conversion notice. The Floor Price is $2.27 per share, subject to adjustment. The

Filing Documents

• ipower_8ka.htm (8-K/A) — 52KB
• ipower_ex0401.htm (EX-4.1) — 358KB
• ipower_ex0402.htm (EX-4.2) — 345KB
• ipower_ex0501.htm (EX-5.1) — 13KB
• ipower_ex1001.htm (EX-10.1) — 440KB
• ipower_ex1002.htm (EX-10.2) — 198KB
• ipower_ex1003.htm (EX-10.3) — 89KB
• ipower_ex1004.htm (EX-10.4) — 186KB
• ipower_ex9901.htm (EX-99.1) — 8KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001683168-25-009331.txt ( ) — 2240KB
• ipw-20251221_pre.xml (EX-101.PRE) — 22KB
• ipw-20251221_lab.xml (EX-101.LAB) — 33KB
• ipw-20251221.xsd (EX-101.SCH) — 3KB
• ipower_8ka_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 22, 2025, iPower Inc., a Nevada Company (the "Company") entered into a Securities Purchase Agreement with a certain institutional investor (the "Investor") named therein (the "Purchase Agreement") providing for the purchase by the Investor of a 6% original issue discount (OID) convertible note facility in the aggregate original principal amount of $30,000,000 (the "Convertible Note Facility"), in which the Investor will initially purchase (i) a series A senior secured convertible note in the aggregate original principal amount of $5,184,024 (the "Series A Convertible Note"), and shares of common stock, par value, $0.001 per share (the "Common Stock"), issuable pursuant to the terms of the Series A Convertible Notes (the "Series A Conversion Shares") in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act, and (ii) $1,815,976 aggregate principal amount of a series B senior secured convertible note (the "Series B Convertible Notes," together with the Series A Convertible Notes, the "Convertible Notes"), and shares of Common Stock issuable pursuant to the terms of the Series B Convertible Notes (the "Series B Conversion Shares") in a registered direct offering pursuant to a currently effective shelf registration statement on Form S-3 (File No. 333-274665), which has been declared effective by the SEC on September 29, 2023. In addition, pursuant to the Purchase Agreement, the parties will close on an additional approximately $2,000,000 of Series A Convertible Notes (the "Additional Series A Notes"), bringing the total amount of 6% OID Convertible Notes sold to $9,000,000, with the Additional Series A Notes to be paid for and issuable upon the effecti

03

Item 2.03. Creation of a Direct Financial Obligation. The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Convertible Notes and the Company's obligations thereunder is incorporated herein by reference. The Company incurred the obligations under the Convertible Notes upon execution of the Purchase Agreement on December 22, 2025.

02

Item 3.02. Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 21, 2025, a majority of our stockholders (representing 53.1% of the Company's outstanding voting power) took the following actions to approve: (1) the Convertible Note Facility; (2) the issuance of in excess of 20% of the Company's outstanding common stock at a price less than the "Minimum Price" as defined in Nasdaq List Rule 5635(d); (3) authorizing an amendment to the Company's articles of incorporation for the sole purpose of increasing the Company's authorized shares from 200,000,000 shares, consisting of 180,000,000 shares of common stock and 20,000,000 shares of preferred stock, to 1,000,000,000 shares, consisting of 950,000,000 shares of common stock and 50,000,000 shares of preferred stock; (4) authorizing the Company's board of directors (the "Board") to approve one or more reverse stock splits, in the range of 1-for-250 shares ("Reverse Stock Split"), with the Board to determine when, if ever, to effectuate a Reverse Stock Split; and (5) authorizing the Company's Board to adopt a mirror preferred stock in order to allow the Company to more easily achieve quorum in the event the Company needs to call a meeting to effectuate a Reverse Stock Split for purposes of maintaining its Nasdaq listing or increase the Company's Authorized shares. The Company intends to file an information statement on Schedule 14C (the "Schedule 14C") with the Securities and Exchange Commission (the "SEC") in the coming days, which will report on the stockholder approval matters in more detail. Following any SEC review, the Company will then finalize and mail the Schedule 14C to stockholders as of the December 22, 2025 record date. 4

01

Item 7.01. Regulation FD Disclosure. On December 23, 2025, the Company issued a press release announcing that the Company entered into the Purchase Agreement and Convertible Notes. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information provided in this Item 7.01 (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.

01

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series A Senior Secured Convertible Notes 4.2 Form of Series B Senior Secured Convertible Notes 5.1 Opinion of Dorsey & Whitney LLP 10.1 Form of Securities Purchase Agreement, dated December 22, 2025, between iPower Inc. and the Investor 10.2 Form of Security and Pledge Agreement 10.3 Form of Guaranty 10.4 Form of Registration Rights Agreement 99.1 Press Release, dated December 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

SIGNATURES

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: December 23, 2025 By: /s/ Chenlong Tan Name: Chenlong Tan Title: Chief Executive Officer 6

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View this 8-K/A filing on SEC EDGAR