iPower Inc. Files 8-K for Equity Sale

TL;DR

iPower Inc. just filed an 8-K for an unregistered equity sale. Watch this space.

AI Summary

On June 16, 2024, iPower Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The company, incorporated in Nevada, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a potential change in iPower Inc.'s capital structure through the unregistered sale of equity, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or dilute existing shareholder value.

Key Numbers

• 001-40391 — SEC File Number (Identifies the company's filing history with the SEC.)
• 82-5144171 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• iPower Inc. (company) — Registrant
• June 16, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 8798 9th Street Rancho Cucamonga, CA 91730 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock $0.001 per share IPW The Nasdaq Stock Mark
• $5,000,002 — re sold for gross aggregate proceeds of $5,000,002. The Shares were sold pursuant to a pro
• $2.40 — ears and are immediately exercisable at $2.40 per share. The Shares and Warrants were
• $4,550,000 — ayable by the Company, is approximately $4,550,000. The Company intends to use the net pro
• $1.3 million — tween them and the Company covering the $1.3 million settlement payment made by the Company
• $2 — urities, LLC. Calculating the shares at $2.40, the per share price at which securi

Filing Documents

• ipower_8k.htm (8-K) — 39KB
• ipower_ex0401.htm (EX-4.1) — 108KB
• ipower_ex0501.htm (EX-5.1) — 15KB
• ipower_ex1001.htm (EX-10.1) — 103KB
• ipower_ex1002.htm (EX-10.2) — 250KB
• ipower_ex9901.htm (EX-99.1) — 9KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001683168-24-004323.txt ( ) — 820KB
• ipw-20240616.xsd (EX-101.SCH) — 3KB
• ipw-20240616_lab.xml (EX-101.LAB) — 33KB
• ipw-20240616_pre.xml (EX-101.PRE) — 22KB
• ipower_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On June 18, 2024, iPower Inc., a Nevada corporation (the "Company"), closed on a registered direct offering (the "Registered Direct") of 2,083,334 shares of common stock (the "Shares") and a concurrent private placement ("Private Placement," and together with the Registered Direct, the "Offering") of warrants (the "Warrants") to purchase 2,083,334 shares of common stock (the "Warrant Shares"), which were sold for gross aggregate proceeds of $5,000,002. The Shares were sold pursuant to a prospectus supplement, filed on June 18, 2024, to the Registration Statement on Form S-3, originally filed on September 25, 2023, with the SEC (File No. 333-274665), and declared effective by the SEC on September 29, 2023. The Warrants, which were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) or Regulation D on the Securities Act, have a term of five years and are immediately exercisable at $2.40 per share. The Shares and Warrants were sold to a purchaser pursuant to a securities purchase agreement, dated June 16, 2024, between the Company and the purchaser (the "Purchase Agreement"). Roth Capital Partners, LLC (the "Placement Agent") acted as placement agent, pursuant to a placement agency agreement between the Company and the Placement Agent dated June 16, 2024 (the "Placement Agency Agreement"). The Company paid the Placement Agent as compensation a cash fee equal to 6.5% of the gross proceeds of the Offering plus reimbursement of certain expenses and legal fees. The net proceeds of the Offering, after deducting the Placement Agent's fees and expenses and other offering expenses payable by the Company, is approximately $4,550,000. The Company intends to use the net proceeds from this Offering to pursue growth strategies, including potential merger and acquisition activities, and general corporate purposes. Pursuant to the Purchas

02

Item 3.02 Unregistered Sales of Equity Securities. The Company has agreed to issue the Warrants pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Warrant Shares pursuant to the same exemption. The description of the Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The Form of Warrant has been filed as an exhibit to this Form 8-K and are incorporated by reference herein.

01

Item 7.01 Regulation FD Disclosure. On June 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference herein.

01

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 5.1 Opinion of Dorsey & Whitney LLP 10.1 Form of Placement Agency Agreement 10.2 Form of Purchase Agreement 23.1 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 ) 99.1 Press Release dated June 17, 2024, announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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. Dated: June 18, 2024 IPOWER, INC. By: /s/ Chenlong Tan Name: Chenlong Tan Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR