Form 8-K

8-K — iPower Inc.

Accession: 0001683168-26-004183

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001830072

SIC: 5200 (RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ipower_8k.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 20, 2026 (ipower_ex9901.htm)

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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):

May 20, 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 2.02.

Results of Operations and Financial Condition.

May 20, 2026, iPower Inc., a Nevada corporation (the “Company”), issued a press release announcing its earnings for its third

quarter ended March 31, 2026. A copy of the press release is attached hereto and incorporated herein by reference.

accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the

date hereof, regardless of any general language in such filing, unless it is specifically identified therein as being incorporated therein

by reference.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 20, 2026

By:

/s/ Chenlong Tan

Name:

Chenlong Tan

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 20, 2026

EX-99.1

Filename: ipower_ex9901.htm · Sequence: 2

Exhibit 99.1

iPower Reports

Fiscal Third Quarter 2026 Results Highlighted by Lower

Operating Cost

Structure, Narrowed Non-GAAP Loss and Advancing

AI Infrastructure

Strategy

Operating expenses declined 66% sequentially

GAAP net loss primarily reflected non-cash goodwill impairment;

non-GAAP net loss narrowed to $0.3 million

Company strengthens platform through asset-light operations, contracted

sublease income and recently launched AI infrastructure strategy

RANCHO CUCAMONGA, Calif., May 20, 2026 —

iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”), a technology- and data-driven company operating at the

intersection of supply chain, infrastructure and digital assets, today reported financial results for its fiscal third quarter ended March

31, 2026.

Fiscal third quarter results reflected continued

progress in iPower’s strategic operating reset following the divestiture of Global Product Marketing Inc. and the Company’s

transition toward a leaner, more asset-light operating model.

For the fiscal third quarter of 2026, revenue

from continuing operations was $3.5 million, gross profit was $0.8 million, and gross margin was 21.6%. Total operating

expenses declined to $1.9 million, compared with $5.6 million in the fiscal second quarter of 2026 and $7.2 million

in the prior-year quarter.

GAAP net loss attributable to iPower was $(3.5)

million, or $(2.38) per basic share for the quarter. The GAAP net loss was primarily driven by a $3.0 million non-cash goodwill

impairment, which fully eliminated the Company’s remaining goodwill balance. The impairment did not impact the Company’s

cash position or operating cash flows. Excluding this impairment and other non-cash or non-operating items, non-GAAP net loss attributable

to iPower was $(0.3) million, or $(0.18) per share, compared with non-GAAP net loss of $(0.7) million, or $(0.70)

per share, in the prior-year quarter.

“Fiscal Q3 demonstrates that our operating

reset is taking hold,” said Lawrence Tan, Chief Executive Officer of iPower. “We significantly reduced our operating cost

structure, improved working-capital discipline, and narrowed our non-GAAP loss, despite a smaller revenue base during this transition

period. Importantly, the goodwill impairment recorded in the quarter was non-cash and cleared the remaining goodwill from our balance

sheet.”

Tan continued, “We are building iPower into

a more efficient and financially flexible platform. Our strategy is focused on lower fixed costs, higher-quality revenue opportunities,

and disciplined capital allocation into areas where we see long-term value creation. Following quarter end, we strengthened this strategy

through contracted sublease income and the launch of our AI infrastructure strategy, which is intended to position iPower as a capital

provider for GPU clusters and AI infrastructure assets.”

As of March 31, 2026, iPower had $14.5 million

of current assets and $6.6 million of current liabilities, resulting in a current ratio of approximately 2.2x. Current liabilities

decreased approximately 54% from $14.5 million at June 30, 2025. Accounts payable declined to $3.0 million from $7.2

million at June 30, 2025, while inventory declined to $2.5 million from $8.1 million, reflecting the Company’s

leaner operating model.

Subsequent to quarter end, iPower entered into

a sublease agreement for a portion of its Rancho Cucamonga facility, expected to generate more than $2.6 million of contracted,

non-dilutive income through May 2028. The Company also launched its AI infrastructure strategy, initially utilizing a portion of its existing

$30 million financing facility to pursue investments across the AI infrastructure stack, including an initial commitment of up

to $3 million to purchase sUSDai, a yield-bearing instrument backed by GPU-collateralized loans. The Company believes these initiatives

enhance financial flexibility and support its transition toward a more scalable platform.

Fiscal Third Quarter 2026 Highlights

Metric

Fiscal Q3 2026

Key Context

Revenue

$3.5 million

Reflects transition to leaner model

Gross profit

$0.8 million

Gross margin of 21.6%

Operating expenses

$1.9 million

Down 66% sequentially

GAAP net loss attributable to iPower

$(3.5) million

Includes $3.0 million non-cash goodwill impairment

Non-GAAP net loss attributable to iPower

$(0.3) million

Improved from $(0.7) million in prior-year quarter

Current assets

$14.5 million

Current ratio of approximately 2.2x

Current liabilities

$6.6 million

Down 54% from June 30, 2025

About iPower Inc.

iPower Inc. (Nasdaq: IPW) is a technology- and

data-driven company executing a focused strategy at the intersection of AI infrastructure, digital assets and real-world commerce. The

Company’s platform includes established e-commerce supply chain operations, logistics and software-enabled services, as well as

a growing AI infrastructure investment strategy designed to support long-term stockholder value creation.

Non-GAAP Financial Measures

Certain non-GAAP financial measures are included

in this press release. These non-GAAP financial measures are provided to enhance the reader’s overall understanding of the Company’s

financial performance. This press release includes non-GAAP net loss attributable to iPower and non-GAAP loss per share. The Company uses

these measures to evaluate operating performance by excluding certain non-cash, non-recurring or non-operating items, including stock-based

compensation, debt-related non-cash financing costs, change in fair value of derivative liability, unrealized loss on digital assets,

loss on extinguishment of debt, goodwill impairment and related tax adjustments. These measures should not be considered a substitute

for GAAP results. A reconciliation to the most directly comparable GAAP measure is included in the financial tables accompanying this

release.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Certain statements made herein that

use words such as “estimate,” “project,” “intend,” “expect,” “believe,” “may,”

“might,” “potential,” “anticipate,” “plan” or similar expressions are intended to identify

forward-looking statements. Such forward-looking statements include statements regarding iPower’s operating strategy, cost structure,

liquidity, balance sheet flexibility, anticipated sublease income, AI infrastructure strategy, digital asset strategy and future growth

opportunities. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those

expressed or implied. Additional risks are described in the Company’s filings with the Securities and Exchange Commission, including

the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. iPower undertakes no

obligation to update forward-looking statements except as required by law.

Media & Investor Contact

IPW.IR@meetipower.com

iPower Inc. and Subsidiaries

Consolidated Balance

Sheets

As of March 31, 2026 and June 30, 2025

March 31,

June 30,

2026

2025

ASSETS

Current assets

Cash and cash equivalent

$ 713,685

$ 1,677,879

Accounts receivable, net

7,064,189

6,124,008

Inventories, net

2,536,961

8,131,203

Restricted Cash - BitGo

2,209,000

–

Prepayments and other current assets, net

1,973,215

2,567,706

Current assets held for sale

–

873,515

Total current assets

14,497,050

19,374,311

Non-current assets

Right of use - non-current

2,966,202

3,915,539

Property and equipment, net

166,441

390,349

Deferred tax assets, net

4,990,836

3,724,462

Goodwill

–

3,034,110

Investment in joint venture

13,264

385,180

Note Receivable

2,300,000

–

Intangible assets, net

2,494,300

2,981,328

Digital assets

1,664,827

–

Other non-current assets

2,213,668

1,837,488

Total non-current assets

16,809,538

16,268,456

Total assets

$ 31,306,588

$ 35,642,767

LIABILITIES AND EQUITY

Current liabilities

Accounts payable, net

3,016,663

7,180,009

Other payables and accrued liabilities

2,136,690

1,769,421

Lease liability - current

1,450,340

1,361,111

Revolving loan payable, net

–

3,737,602

Income taxes payable

–

183,195

Current liabilities held for sale

–

221,460

Total current liabilities

6,603,693

14,452,798

Non-current liabilities

Convertible notes payable

4,470,518

–

Derivative liability - Conversion option

1,264,600

–

Lease liability - non-current

1,817,153

2,913,967

Total non-current liabilities

7,552,271

2,913,967

Total liabilities

14,155,964

17,366,765

Commitments and contingency

–

Stockholders' Equity

Preferred stock, $0.001 par value; 20,000,000 shares

authorized; 0 shares issued and outstanding at March 31, 2026 and June 30, 2025

–

Common stock, $0.001 par value; 180,000,000 shares

authorized; 1,773,999 and 1,045,330 shares issued and outstanding at March 31, 2026 and June 30, 2025

1,774

1,045

Additional paid in capital

37,528,080

33,481,201

Accumulated deficits

(20,380,696 )

(15,198,889 )

Non-controlling interest

(47,462 )

Accumulated other comprehensive

loss

48,928

40,107

Total stockholders' equity

17,150,624

18,276,002

Total liabilities and stockholders'

equity

$ 31,306,588

$ 35,642,767

iPower Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

For the Three and Nine Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

2026

2025

2026

2025

(Unaudited)

REVENUES

Product sales

$ 3,498,681

$ 15,018,227

$ 16,990,959

$ 49,422,823

Service income

–

1,023,445

1,532,722

3,222,236

Total revenues

3,498,681

16,041,672

18,523,681

52,645,059

COST OF REVENUES

Product costs

2,743,132

8,306,217

10,353,516

27,043,417

Service costs

–

879,995

1,332,681

2,704,737

Total cost of revenues

2,743,132

9,186,212

11,686,197

29,748,154

GROSS PROFIT

755,549

6,855,460

6,837,484

22,896,905

OPERATING EXPENSES:

Selling and fulfillment

991,037

5,373,932

7,348,039

15,687,013

General and administrative

908,773

1,816,032

4,630,041

10,033,958

Total operating expenses

1,899,810

7,189,964

11,978,080

25,720,971

LOSS FROM OPERATIONS

(1,144,261 )

(334,504 )

(5,140,596 )

(2,824,066 )

OTHER INCOME (EXPENSE)

Interest expenses

(432,167 )

(81,968 )

(611,108 )

(362,602 )

Loss on equity method investment

–

(986 )

–

(2,707 )

Loss on deconsolidation of VIE

(1,269 )

–

(40,893 )

–

Impairment loss -goodwill

(3,034,110 )

–

(3,034,110 )

–

Unrealized gain (loss) on digital assets

(549,932 )

–

(544,173 )

–

Change in fair value of derivative liability

89,600

–

266,200

–

Gain (Loss) on extinguishment of debt

(539,634 )

–

(563,734 )

–

Other non-operating income (expenses)

3,897

35,241

1,236,219

47,521

Total other income (expenses), net

(4,463,615 )

(47,713 )

(3,291,599 )

(317,788 )

LOSS BEFORE INCOME TAXES

(5,607,876 )

(382,217 )

(8,432,195 )

(3,141,854 )

PROVISION FOR INCOME TAX EXPENSE (BENEFIT)

(326,502 )

6,364

(1,839,874 )

(637,108 )

NET INCOME (LOSS) FROM CONTINUING OPERATIONS

(5,281,374 )

(388,581 )

(6,592,321 )

(2,504,746 )

DISCONTINUED OPERATIONS, NET OF TAX

1,826,496

46,208

1,410,514

345,920

NET LOSS

(3,454,878 )

(342,373 )

(5,181,807 )

(2,158,826 )

Non-controlling interest

–

(2,774 )

–

(8,765 )

NET LOSS ATTRIBUTABLE TO IPOWER INC.

$ (3,454,878 )

$ (339,599 )

$ (5,181,807 )

$ (2,150,061 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustments

(15,743 )

(97,556 )

8,821

3,520

COMPREHENSIVE LOSS ATTRIBUTABLE TO IPOWER

INC.

$ (3,470,621 )

$ (437,155 )

$ (5,172,986 )

$ (2,146,541 )

WEIGHTED AVERAGE NUMBER OF COMMON STOCK

Basic

1,453,875

1,048,508

1,200,110

1,047,816

Diluted

1,453,875

1,048,508

1,200,110

1,047,816

EARNINGS (LOSSES) PER SHARE

Basic - continuing operations

$ (3.63 )

$ (0.37 )

$ (5.49 )

$ (2.39 )

Basic - discontinued operations

1.25

0.04

1.17

0.33

Total basic earnings (loss) per share

$ (2.38 )

$ (0.33 )

$ (4.32 )

$ (2.06 )

Diluted - continuing operations

$ (3.63 )

$ (0.37 )

$ (5.49 )

$ (2.39 )

Diluted - discontinued operations

1.26

0.04

1.18

0.33

Total diluted earnings (loss) per share

$ (2.38 )

$ (0.33 )

$ (4.32 )

$ (2.06 )

iPower Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

2026

2025

2026

2025

(Unaudited)

GAAP OPERATING EXPENSES

$ 1,899,810

$ 7,189,964

$ 11,978,080

$ 25,720,971

Stock-based compensation

(150,203 )

546,053.00

(1,450,608 )

142,780

NON-GAAP OPERATING EXPENSES

$ 1,749,607

$ 7,189,964

$ 11,978,080

$ 25,720,971

GAAP LOSS FROM OPERATIONS

$ (1,144,261 )

$ (334,504 )

$ (5,140,596 )

$ (2,824,066 )

Stock-based compensation

150,203

(546,053 )

1,450,608

142,780

NON-GAAP LOSS FROM OPERATIONS

$ (994,058 )

$ (880,557 )

$ (3,689,988 )

$ (2,681,286 )

GAAP OTHER INCOME (EXPENSE)

$ (4,463,615 )

$ (47,713 )

$ (3,291,599 )

$ (317,788 )

Amortization of debt discount and non-cash financing costs

247,551

–

269,782

125,906

Loss on extinguishment of debt

539,634

–

563,734

–

change in fair value of derivative liability

(89,600 )

–

(266,200 )

–

Unrealized gain (loss) on digital assets

549,932

–

544,173

–

Impairment loss - goodwill

3,034,110

–

3,034,110

–

NON-GAAP OTHER INCOME (EXPENSE)

$ (181,988 )

$ (47,713 )

$ 854,000

$ (191,882 )

GAAP NET LOSS ATTRIBUTABLE TO IPOWER INC.

$ (3,454,878 )

$ (339,599 )

$ (5,181,807 )

$ (2,150,061 )

Stock-based compensation

150,203

(546,053 )

1,450,608

142,780

Amortization of debt discount and non-cash financing costs

247,551

–

269,782

125,906

Loss on extinguishment of debt

539,634

–

563,734

–

change in fair value of derivative liability

(89,600 )

–

(266,200 )

–

Unrealized gain (loss) on digital assets

549,932

–

544,173

–

Impairment loss - goodwill

3,034,110

–

3,034,110

–

Tax adjustment

(1,240,186 )

152,805

(1,566,020 )

(75,188 )

NON-GAAP NET LOSS ATTRIBUTABLE TO IPOWER INC.

$ (263,234 )

$ (732,847 )

$ (1,151,620 )

$ (1,956,563 )

GAAP EARNINGS (LOSSES) PER SHARE *

Basic and diluted

$ (2.38 )

$ (0.33 )

$ (4.32 )

$ (2.06 )

Impact of Non-GAAP adjustments

2.20

(0.37 )

3.36

0.19

NON-GAAP LOSSES PER SHARE *

$ (0.18 )

$ (0.70 )

$ (0.96 )

$ (1.87 )

WEIGHTED AVERAGE NUMBER OF COMMON STOCK*

Basic and diluted - GAAP and NON-GAAP

1,453,875

1,048,508

1,200,110

1,047,816

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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