Form 8-K
8-K — iPower Inc.
Accession: 0001683168-26-005670
Filed: 2026-07-21
Period: 2026-07-15
CIK: 0001830072
SIC: 5200 (RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ipower_8k.htm (Primary)
EX-10.1 — FORM OF JOINDER TO GUARANTY (ipower_ex1001.htm)
EX-99.1 — PRESS RELEASE (ipower_ex9901.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
July 15, 2026
iPower Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-40391
82-5144171
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
8798 9th Street
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices) (Zip
Code)
(626) 863-7344
(Registrant’s Telephone Number, Including
Area Code)
___________________________
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.001 per share
IPW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Joinder to Guaranty under Securities Purchase
Agreement
As previously disclosed in
our Current Report on Form 8-K filed on December 23, 2025, iPower Inc., a Nevada corporation (the “Company”), entered into
a Securities Purchase Agreement dated December 22, 2025 (the “Purchase Agreement”) with an institutional investor (the “Investor”)
providing for an up to $30,000,000 6% original issue discount senior secured convertible note facility, with an initial closing of $5,184,024
principal amount of series A senior secured convertible notes (the “Series A Notes”).
Pursuant to the Securities
Purchase Agreement and the Series A Notes, certain subsidiaries of the Company are required to enter into a guaranty in favor of the Investor.
One such subsidiary, iPower Smart LLC, entered into a guaranty in favor of the Investor dated December 23, 2025 (the “Guaranty”).
In connection with the Company’s recent formation of iPower AI LLC, an artificial intelligence-focused subsidiary (as more particularly
described in Item 8.01 below), the Company has joined iPower AI LLC to the Guaranty pursuant to a Joinder to Guaranty dated July 21, 2026.
The foregoing summary of the
Securities Purchase Agreement, Guaranty, and Joinder to Guaranty contained in this Item 1.01 do not purport to be complete and are qualified
in their entirety by reference to each such agreement, the forms of which are filed as Exhibits 10.1 and 10.3 to the Company’s Current
Report on Form 8-K filed on December 23, 2025, and as Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated
herein by reference.
Item 8.01. Other Events.
On July 15, 2026, the Company
formed two wholly-owned subsidiaries: IPW Commerce LLC, a Delaware limited liability company, and iPower AI LLC, a Delaware limited liability
company (collectively, the “Subsidiaries”). The Subsidiaries were formed to separate the Company’s e-commerce and artificial
intelligence operations from the remainder of the Company’s business, and the formation of the Subsidiaries did not result in any
change to the Company’s management or capital structure.
On July 21, 2026, the Company
issued a press release announcing the formation of iPower AI LLC. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in
Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed”
for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Form of Joinder to Guaranty, dated July 21, 2026
99.1
Press Release dated July 21, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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: July 21, 2026
By:
/s/ Chenlong Tan
Name:
Chenlong Tan
Title:
Chief Executive Officer
3
EX-10.1 — FORM OF JOINDER TO GUARANTY
EX-10.1
Filename: ipower_ex1001.htm · Sequence: 2
Exhibit 10.1
Joinder to Guaranty
iPower AI LLC
Effective Date: July 21, 2026
This Joinder to Guaranty (this “Joinder”) is executed by
iPower AI LLC, a Delaware limited liability company (the “New Guarantor”), pursuant to the Guaranty dated as of December 23,
2025, made in favor of the Collateral Agent for the benefit of the Buyers under the Securities Purchase Agreement dated as of December
22, 2025, as amended from time to time (the “Guaranty”). Capitalized terms not defined in this Joinder have the meanings given
in the Guaranty.
1. Joinder
The New Guarantor hereby joins the Guaranty as a “Guarantor”
and agrees to be bound by every term, covenant, waiver, representation and obligation applicable to a Guarantor as though it were an original
signatory to the Guaranty.
2. Guaranty of Obligations
Without limiting Section 1, the New Guarantor jointly and severally,
unconditionally and irrevocably guaranties the Guaranteed Obligations on the terms stated in the Guaranty, subject to all limitations
expressly contained in the Guaranty.
3. Representations
· The New Guarantor is duly formed, validly existing and in good standing under Delaware law.
· The execution, delivery and performance of this Joinder and the Guaranty have been duly authorized by all necessary limited liability
company action.
· This Joinder and the Guaranty constitute legal, valid and binding obligations of the New Guarantor, subject to customary bankruptcy,
insolvency and equitable-principles qualifications.
· The New Guarantor expects to receive direct or indirect benefits from the financing arrangements and its affiliation with iPower Inc.
4. Notices and Governing Law
Notices to the New Guarantor may be delivered to the address for iPower
Inc. specified in the Securities Purchase Agreement, unless changed in accordance with the Guaranty. This Joinder is governed by New York
law and incorporates the jurisdiction and jury-trial provisions of the Guaranty.
5. Counterparts
This Joinder may be executed in counterparts and by electronic signature.
This Joinder is part of the Guaranty and is a Transaction Document.
IPOWER AI LLC
By: /s/ Chenlong
Tan
Name: Chenlong Tan
Title: Manager
Date: July 21, 2026
EX-99.1 — PRESS RELEASE
EX-99.1
Filename: ipower_ex9901.htm · Sequence: 3
Exhibit 99.1
iPower to Form
Dedicated AI Subsidiary to Pursue AI Hardware Leasing Business
Company sees preliminary interest from prospective
customers seeking to lease AI computing hardware once acquired
RANCHO CUCAMONGA, Calif., July 21, 2026 -- iPower
Inc. (Nasdaq: IPW) ("iPower" or the "Company") today announced plans to form a dedicated artificial intelligence subsidiary
focused on AI hardware leasing and potential compute resource distribution opportunities. Through the subsidiary, iPower intends to evaluate
acquiring AI computing hardware and leasing that hardware to prospective customers. The Company is currently in discussions with prospective
customers that have expressed preliminary, non-binding interest in leasing such equipment if and when it is acquired and available for
deployment.
The proposed business model is straightforward:
iPower would seek to acquire AI hardware, make the hardware available to customers that need AI computing capacity, and generate revenue
by leasing the equipment to customers. Certain potential leasing structures may include substantial upfront lease payments by customers,
subject to negotiation, customer credit evaluation, hardware availability and definitive agreements.
In addition to hardware leasing, iPower may evaluate
a compute resource distribution model through which AI computing capacity supported by deployed hardware may be made available to customers,
data centers, compute operators or infrastructure partners.
"We believe many businesses want access to
AI computing power but may not want to buy, finance or manage specialized hardware directly," said Lawrence Tan, Chief Executive
Officer of iPower. "Our planned AI subsidiary is intended to create a focused platform for iPower to acquire or finance AI hardware
and lease that hardware to customers seeking AI infrastructure capacity."
"While no definitive customer agreements
have been signed, we are seeing preliminary market interest and are evaluating potential lease structures, including structures that may
provide meaningful upfront lease payments," Mr. Tan added. "We believe this approach could allow iPower to participate in demand
for AI computing infrastructure through a simple, asset-backed leasing model."
While the Company is actively seeking out opportunities,
to date, iPower has not yet entered into definitive agreements for the acquisition, financing, deployment or leasing of AI hardware, and
there can be no assurance that any preliminary customer interest will result in completed transactions, revenue or profit. Our newly formed
subsidiary, iPower AI LLC, and its related business strategy remain subject to market conditions, hardware availability, financing, customer
demand, data center arrangements, due diligence, legal and regulatory considerations and the execution of definitive agreements.
About iPower Inc.
iPower Inc. (Nasdaq: IPW) is a technology- and
data-driven company executing a focused strategy at the intersection of AI infrastructure and real-world commerce. Building on its established
e-commerce operations, technology platform and capital markets experience, the Company is expanding into AI infrastructure investments
and related financing ecosystems.
Through targeted investments in digital assets,
infrastructure financing protocols and other AI-related opportunities, iPower seeks to participate in the growth of the compute, data
center and infrastructure layers that support artificial intelligence. Leveraging its operating experience, ecosystem relationships and
capital markets access, iPower is building a scalable business designed to generate durable long-term value for stockholders.
1
For more information, please visit www.meetipower.com.
Forward-Looking Statements
All statements other than statements of historical
fact in this press release are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not
limited to, statements regarding the Company's planned formation of a dedicated AI subsidiary, AI hardware leasing strategy, potential
acquisition or financing of AI computing hardware, preliminary interest from prospective customers, potential upfront lease payments,
potential leasing revenue, potential compute resource distribution opportunities, future capital deployment, business opportunities and
long-term stockholder value creation. These statements involve known and unknown risks and uncertainties and are based on current expectations
and projections.
Actual results may differ materially from those
set forth herein. iPower undertakes no obligation to update forward-looking statements except as required by law. Investors are encouraged
to review iPower's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Investor Relations Contact
IPW.IR@meetipower.com
2
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