Core Viewpoint - iPower Inc. has faced significant short-term losses, with an 80.5% decline in stock price over the past three months, contrasting with the industry's 11.8% gain and underperforming the S&P 500's losses of 1.5% and 0.5% respectively [1][6]. Company Developments - iPower announced a strategic expansion into crypto infrastructure hardware and reported its second-quarter fiscal 2026 results in February [2]. - In the second quarter of fiscal 2026, iPower experienced a year-over-year revenue decline due to a supply chain restructuring and a shift towards U.S.-based sourcing, which temporarily affected inventory and sales volumes [3][8]. Operational Strategy - The management's restructuring and vendor consolidation aim to enhance long-term supply chain reliability and operational control [4]. - The transition to a predominantly U.S.-based supply chain is intended to improve transparency and reduce geopolitical risks, although it has led to short-term operational disruptions [8][10]. Market Environment - iPower operates in a competitive market with numerous online retailers and suppliers, facing challenges from competitors with greater resources and direct-to-consumer sales capabilities [12]. - Broader supply chain uncertainties and global economic disruptions have also impacted product sourcing and logistics, increasing costs and extending lead times [11]. Business Model Evolution - iPower is evolving its business strategy to include broader supply-chain services and infrastructure offerings, which may introduce new risks but also potential long-term growth opportunities [13]. - The company has initiated a Digital Treasury Strategy to integrate digital assets into its operations, though its long-term impact remains uncertain [14]. Financial Performance - iPower's trailing 12-month price-to-book (P/B) ratio is 0.1X, significantly lower than the industry average of 18.2X and its three-year median of 0.9X, indicating a substantial valuation discount [17][22]. Strategic Positioning - iPower is strategically positioned at the intersection of digital assets and real-world commerce, leveraging logistics and fulfillment capabilities to explore new revenue opportunities [16][20]. - The ongoing transition and strategic initiatives could strengthen the company's long-term growth prospects if executed effectively [20].

Core Viewpoint - iPower Inc. is strategically expanding into crypto infrastructure hardware through a non-binding MOU with Nanopulse Technology Ltd, aiming to leverage its supply chain and e-commerce capabilities to commercialize hardware at scale, potentially generating recurring income from future hardware sales [1][2][3] Group 1: Strategic Expansion - The initiative is designed to address the operational challenges faced by blockchain networks that require physical hardware deployment but lack the capacity for sales and support in the U.S. [2] - iPower aims to act as an execution and distribution layer for crypto-native projects, establishing a repeatable model for future infrastructure partnerships within the crypto ecosystem [1][3] Group 2: Economic Model - The MOU includes discussions on multi-layered economics, which may involve immediate revenue from hardware sales and ongoing commission-based income from future hardware distributed through iPower [3] - iPower emphasizes that this initiative is focused on hardware distribution and infrastructure enablement, not on providing financial services or engaging in digital asset trading [5] Group 3: Future Participation - The parties plan to explore iPower's potential role as a U.S.-based validator or node operator, which would be subject to separate agreements [4] - This exploratory participation would be governed by standalone agreements, indicating a cautious approach to expanding into new areas of the crypto market [4] Group 4: Company Overview - iPower Inc. operates at the intersection of digital assets and real-world commerce, providing supply chain and infrastructure services for online retailers and brands [6] - The company is executing a broader crypto strategy through licensed partners and compliant infrastructure, highlighting its commitment to integrating crypto solutions into its business model [6]

Sales and Revenue - Revenues for the three months ended December 31, 2025 decreased 62.6% to $7,133,602 compared to $19,072,571 for the same period in 2024, primarily due to decreased orders from Amazon and supply chain disruptions[239]. - Revenues for the six months ended December 31, 2025 decreased 49.7% to $19,151,069 compared to $38,081,092 for the same period in 2024, driven by decreased Amazon orders and supply chain issues[249]. Profit and Loss - Gross profit for the three months ended December 31, 2025 was $3,138,922, down from $8,389,886 in the same period of 2024, with a gross profit margin of 44% for product sales[241]. - Gross profit for the six months ended December 31, 2025 was $7,945,446, with a gross profit margin of 41.5%, down from 44.3% in the same period of 2024[251]. - Net loss attributable to iPower Inc. for the three months ended December 31, 2025 was $(1,193,281), a significant increase in loss compared to $218,819 in the same period of 2024[245]. Operating Expenses - Operating expenses for the three months ended December 31, 2025 decreased 27.6% to $5,576,899, attributed to reduced selling and fulfillment expenses and a cost-cutting plan[242]. - Operating expenses for the six months ended December 31, 2025 decreased 36.2% to $12,078,602, mainly due to reduced selling, fulfillment, and general administrative expenses[252]. Cash Flow and Financial Position - As of December 31, 2025, cash and cash equivalents were $2,011,738, reflecting a slight increase from $2,007,890 as of June 30, 2025, due to operational cash flow[257]. - The company believes that existing cash and cash equivalents will be sufficient to finance operations for the next 12 months, although future performance is subject to economic uncertainties[258]. - Net cash provided by operating activities for the six months ended December 31, 2025, was $763,906, a significant improvement from $(1,387,926) in the same period of 2024[262]. - Net cash used in investing activities increased to $5,593,628 for the six months ended December 31, 2025, compared to $664,366 in 2024, primarily due to payments for joint ventures and software development[263]. - Net cash provided by financing activities was $4,822,051 for the six months ended December 31, 2025, compared to $(2,558,389) in 2024, driven by proceeds from convertible note financing[264]. Strategic Initiatives - iPower's sales channels include Amazon Vendor Central, Amazon Seller Central (3P), Walmart.com, TikTok, Temu, and its own e-commerce websites[214]. - The company has initiated a Digital Treasury Strategy, planning to create a business focused on digital assets, with no predictions on its long-term success[217][236]. - iPower purchased 15.1 Bitcoin at an average price of $87,686.33 per BTC, totaling approximately $1,325,400, and 301.1 Ethereum at an average price of $2,934.67 per ETH, totaling approximately $883,600 under the Digital Treasury Strategy[235]. - iPower is expanding its product catalog through in-house development and partnerships, focusing on home goods, pet products, and consumer electronics[215]. - The company plans to increase the size of its in-house product catalog, which is expected to positively impact its margin profile and cash generation capabilities[259]. - The company anticipates that cash flow from operations will improve as supply chain operations normalize and new suppliers transition to more favorable credit terms[259]. Financing and Capital Structure - A reverse stock split of 1-for-30 was approved, effective October 27, 2025, reducing the number of shares while maintaining the total number of authorized shares[221][222]. - The company issued three promissory notes totaling $2 million with a 6.5% interest rate, used to pay off an existing asset-backed lending facility[224][225]. - A Convertible Note Facility was established, with an aggregate original principal amount of $30 million, including a series A senior secured convertible note of $5,184,024[229]. - The Convertible Notes are convertible at a fixed price of $17.70 per share, with an alternate conversion price based on recent trading VWAP[231]. - Stockholders approved an increase in authorized shares from 200 million to 1 billion, allowing for more flexibility in future financing[227]. Economic and Market Conditions - Global economic disruptions have led to increased costs and delays in inventory acquisition, impacting profit margins[219]. - The company evaluates the creditworthiness of customers and maintains an allowance for credit losses based on historical data and economic conditions[272]. Tax and Accounting - The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities for future tax consequences[289]. - Major tax jurisdictions identified include U.S. federal, Nevada, and California, with certain tax attribute carryforwards subject to review[290]. - The Company believes its income tax filing positions will be sustained on audit, with no material changes anticipated to its financial position[291]. - No reserves for uncertain income tax positions have been recorded pursuant to ASC 740, Income Taxes[291]. - The Company does not anticipate that recently issued but not yet effective accounting standards will materially affect its consolidated financial position[292]. - As a "smaller reporting company," the Company is not required to provide detailed market risk disclosures[293].

Financial Performance - Revenue for fiscal Q2 2026 was $7.1 million, reflecting a strategic supply chain restructuring and a shift to predominantly U.S.-based sourcing[1] - Gross profit was $3.1 million, with a stable gross margin of 44.0%, indicating strong core economics despite lower revenue[5] - Total revenues for the three months ended December 31, 2025, were $7,133,602, a decrease from $19,072,571 in the same period of 2024[19] - Gross profit for the three months ended December 31, 2025, was $3,138,922, compared to $8,389,886 in the same period of 2024, reflecting a significant decline[19] - The net loss attributable to IPOWER for the three months ended December 31, 2025, was $1,193,281, compared to a net income of $218,819 in the same period of 2024[19] - Earnings per share (basic) for the three months ended December 31, 2025, were $(1.08), compared to $0.21 in the same period of 2024[19] - The company reported a comprehensive loss attributable to IPOWER of $1,193,660 for the three months ended December 31, 2025[19] Operating Expenses - Total operating expenses decreased by 28% year-over-year to $5.6 million, driven by personnel reductions and tighter expense controls[7] - Operating expenses totaled $5,576,899 for the three months ended December 31, 2025, compared to $7,706,279 in the same period of 2024[19] Debt and Cash Position - Cash and cash equivalents stood at $2.0 million, with total debt approximately $8.4 million, including $5.8 million of convertible notes[8] - The company experienced a loss on extinguishment of debt amounting to $24,100 for the three months ended December 31, 2025[19] Strategic Initiatives - iPower implemented a Digital Asset Treasury strategy, raising $6.5 million in gross proceeds from a convertible note offering[2] - The divestiture of Global Product Marketing Inc. for approximately $2.3 million was completed, reducing future operating expenses[9] - A $2 million share repurchase program was authorized, reflecting confidence in the company's strengthened balance sheet[11] - The transition to a U.S.-based supply chain aims to improve supply chain transparency and enhance long-term gross margin durability[4] - Management expects the streamlined operating model to provide a stronger and more resilient foundation going forward[10]

Core Viewpoint - iPower Inc. reported a strategic transition in its operations, focusing on supply chain restructuring and a shift to U.S.-based sourcing, which temporarily impacted revenue but is expected to enhance long-term operational stability and margin durability [3][4][9]. Financial Performance - Revenue for the fiscal second quarter ended December 31, 2025, was $7.1 million, a decline from $19.1 million in the same quarter of the previous year, primarily due to the supply chain restructuring [1][18]. - Gross profit was $3.1 million, with a stable gross margin of 44.0%, indicating that core supply chain economics remained intact despite lower revenue [1][5]. - Total operating expenses decreased by 28% year-over-year to $5.6 million, attributed to personnel reductions and tighter expense controls [1][5]. - The net loss attributable to iPower was $1.2 million, or $(1.08) per share, reflecting the impact of lower revenue during the transition period [1][6]. Strategic Initiatives - In December 2025, iPower implemented a Digital Asset Treasury strategy with an institutional investor, raising $6.5 million from a convertible note offering [2]. - The company divested Global Product Marketing Inc. for approximately $2.3 million, which is expected to lower future operating costs significantly [2][8]. - A $2 million share repurchase program was authorized, reflecting management's confidence in the company's financial position and long-term value [2][10]. Operational Changes - The restructuring involved reducing purchase volumes from legacy international vendors and transitioning to a predominantly U.S.-based sourcing model, aimed at improving supply chain transparency and reducing risks [4][9]. - The divestiture of GPM is seen as a pivotal move to streamline operations and reduce structural costs while retaining core supply chain and infrastructure assets [8][9]. Balance Sheet Highlights - As of December 31, 2025, the company reported $2.0 million in cash and cash equivalents, $2.2 million in restricted cash, and approximately $2.2 million in digital assets, with total debt around $8.4 million [1][7]. - Short-term debt decreased to $2.6 million from $3.7 million as of June 30, 2025, indicating a reduction in traditional borrowings [7].

Core Viewpoint - iPower Inc. has announced its first-ever share repurchase program, reflecting confidence in its financial position and strategic direction, with support from all creditors [1][2][3] Group 1: Share Repurchase Program - The share repurchase program is set at up to $2,000,000 and will be implemented soon, depending on market conditions and regulations [2] - This milestone indicates progress in strengthening the company's balance sheet and positions iPower for long-term value creation [3] Group 2: Financial Position and Strategy - The combination of new capital, cost-structure improvements, and the share repurchase program provides iPower with greater flexibility in capital allocation [3] - The company is focused on supporting its operating priorities and previously announced strategic initiatives while executing a broader crypto strategy [4]

Core Viewpoint - Zacks Investment Research has initiated coverage of iPower Inc. (IPW) with a "Neutral" recommendation, reflecting a mixed outlook for the company amid its progress in the e-commerce sector despite industry challenges [1] Company Overview - iPower operates as a technology- and data-driven online retailer based in Rancho Cucamonga, CA, offering a variety of consumer goods including home goods, pet products, gardening and hydroponics equipment, outdoor products, and consumer electronics, along with e-commerce services for third-party brands [2] Financial Performance - iPower's first-quarter fiscal 2026 revenue decreased by 36.8% year over year, primarily due to reduced order volumes from Amazon and supply chain disruptions [3] - Service revenue has more than doubled compared to the previous year as iPower expanded its supply-chain and logistics platform, indicating a shift in revenue mix [3] Growth Drivers - A significant reset of the cost structure has improved operating leverage, leading to reduced losses despite revenue pressures [4] - Balance-sheet improvements, including debt repayment and enhanced financing capacity, have lowered near-term risks and provided flexibility for strategic initiatives [4] - Domestic sourcing efforts and a disciplined digital asset treasury strategy are aimed at enhancing supply-chain resilience and capital deployment [4] Market Positioning - iPower's stock has underperformed compared to industry peers and the broader market over the past year, indicating investor caution regarding the company's near-term recovery and execution [6] - The current valuation suggests that expectations are low, which could lead to a sharp response in stock price with sustained operational or financial improvements [6]

Core Insights - iPower Inc. has successfully eliminated a major operating cost center and received approximately $2.3 million as part of a strategic restructuring aimed at streamlining operations and enhancing its core supply chain and fulfillment platform [1][2][3] Financial Impact - The transaction involved the sale of iPower's subsidiary, Global Product Marketing Inc., which allowed the company to remove significant costs associated with online sales operations while retaining its core supply chain, procurement, fulfillment, and software infrastructure [2][4] - The restructuring is expected to significantly reduce operating expenses and increase iPower's asset base by approximately $2.3 million, while preserving future supply chain revenue opportunities with potential positive contribution margins of up to approximately 15% under applicable commercial arrangements [7] Strategic Focus - The CEO of iPower emphasized that this restructuring reflects a disciplined focus on efficiency and long-term value creation, improving the company's cost structure and balance sheet, and positioning it to pursue sustainable, margin-positive revenue opportunities [3][4] - Following the transaction, iPower anticipates operating with lower costs, improved efficiency, and greater strategic flexibility, allowing for the evaluation of opportunities aligned with its core competencies [4] Future Initiatives - The company is better positioned to evaluate and support its previously announced digital asset initiatives, including its Digital Asset Treasury strategy, which will complement its core operating focus [3][4]

Core Insights - iPower Inc. has made significant operational advancements in its SuperSuite supply chain platform, including the onboarding of a new supply-chain partner and the introduction of additional last-mile logistics vendors, which are already operational and enhancing unit economics [1]. Group 1: Supply Chain Developments - Koala Story, a healthy pet snack brand, has been onboarded as a new supply chain partner within iPower's SuperSuite ecosystem, with an initial focus on U.S.-manufactured Chicken Chips dog treats [2]. - The products from Koala Story are produced by a seasoned U.S. manufacturing partner that supports major national consumer brands, indicating a strong foundation for growth in the pet snack category, which is experiencing premiumization trends and repeat purchase behavior [3]. Group 2: Logistics Enhancements - iPower has engaged new logistics partners, including UniUni and GoFo, to enhance delivery efficiency and reduce last-mile delivery costs, with these partnerships already live within the logistics network [4]. - The new logistics partnerships are expected to lower last-mile delivery costs and improve delivery performance in key regions, contributing to overall operational efficiency [4]. Group 3: Strategic Focus - The CEO of iPower emphasized that SuperSuite is designed to scale through effective operational execution and disciplined cost management, focusing on onboarding quality partners and reducing fulfillment costs to create durable value [5]. - iPower is continuously evaluating its operating and capital structure to maximize long-term stockholder value as part of its long-term strategy [5]. Group 4: Company Overview - iPower Inc. is a technology- and data-driven online retailer that provides value-added e-commerce services for third-party products and brands, operating a nationwide fulfillment network and expanding its infrastructure across software, logistics, and manufacturing [6].

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) | | | (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 8798 9th Street Rancho Cucamonga, CA 91730 (626) 863-7344 (Address, including zi ...