As filed with the U.S. Securities and Exchange Commission on April 17, 2026
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Nevada | 5200 | 82-5144171 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
8798 9th Street
Rancho Cucamonga, CA 91730
(626) 863-7344
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chenlong Tan
Chief Executive Officer
8798 9th Street
Rancho Cucamonga, CA 91730
(626) 863-7344
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Megan J. Penick, Esq.
Dorsey & Whitney LLP
51 W 52nd St.
New York, NY 10019
(212) 415-9200
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-292682
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ||||
| 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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed for the sole purpose of registering 21,870,923 additional shares of common stock, par value $0.001 per share (the “common stock”), of iPower Inc., a Nevada Corporation (the “Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, due to an adjustment in the Floor Price (as defined in the Series A Convertible Note, from $2.27 per share to $0.22 per share (the “Adjusted Floor Price”). The Company is adjusting the Floor Price for the Company’s outstanding Series A Convertible Notes in order to ensure a sufficient number of shares remain registered in order to satisfy any conversions of the Series A Convertible Notes that may be effectuated from time to time by Selling Stockholder. The contents of the registration statement on Form S-1 (File No. 333-292682), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 12, 2026 (the “Prior Registration Statement”), and which was declared effective on January 20, 2026, including the exhibits thereto, are incorporated herein by reference.
The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table filed as Exhibit 107 to the Prior Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The registrant hereby (i) undertakes to pay the SEC the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on April 15, 2026) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rancho Cucamonga of the State of California, on April [*], 2026.
| iPOWER INC. | ||||
| Date: April 17, 2026 | By: |
/s/ Chenlong Tan | ||
| Chenlong Tan | ||||
| Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ Chenlong Tan |
Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board of Directors (Principal Executive Officer and Principal Financial Officer) |
April 17, 2026 | ||
| Chenlong Tan | ||||
|
* |
Director | April 17, 2026 | ||
| Yi Yang | ||||
|
* |
Director | April 17, 2026 | ||
| Bennet Tchaikovsky | ||||
|
* Hanxi Li |
Director | April 17, 2026 | ||
|
* Yue Guo |
Director | April 17, 2026 | ||
| *By: | /s/ Chenlong Tan | ||
| Name: Chenlong Tan | |||
| Title: Attorney-in-Fact | |||
| 3 |
Exhibit 5.1
April 17, 2026
iPower Inc.
8798 9th Street
Rancho Cucamonga, CA 91730
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to iPower Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement incorporates by reference the registration statement on Form S-1 (Registration No. 333-292682) initially filed with the Commission on January 12, 2026, as amended to date (the “Prior Registration Statement”), which was declared effective by the Commission on January 20, 2026.
The Registration Statement relates to the registration, pursuant to Rule 462(b) under the Securities Act, of 21,870,923 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) convertible under certain senior secured series A convertible notes dated December 22, 2025 and February 10, 2026 (the “Series A Convertible Notes”), due to an adjustment in the Floor Price (as defined in the Series A Convertible Notes), from $2.27 per share to $0.22 per share.
We have examined the Series A Convertible Notes and the Sixth Amended and Restated Articles of Incorporation of the Company. We have examined such additional documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued by the Company upon conversion or otherwise pursuant to the terms and conditions of the Series A Convertible Notes, will be validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to Chapter 78 of the Nevada Revised Statutes as concerns laws governing corporations and the federal laws of the United States of America. We express no opinion with respect to the laws of any other jurisdiction. The opinions herein are limited to the laws, rules and regulations as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| /s/ Dorsey & Whitney LLP |
MJP/JBE
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 MEF of iPower Inc. (the “Company”) of our report dated October 9, 2025, relating to our audit of the consolidated financial statements of the Company as of and for the year ended June 30, 2025, appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2025.
We also consent to the reference to our Firm under the heading “Experts” in this Registration Statement.
|
/s/ HTL International, LLC
|
| Houston, Texas |
| April 17, 2026 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-1 MEF (SEC File No. 333-292682) of iPower Inc. (the “Company”) of our audit report dated September 20, 2024, relating to the Company’s consolidated financial statements as of and for the year ended June 30, 2024, appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2025.
We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.
/s/ UHY LLP
Irvine, California
April 17, 2026
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type | Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
| Newly Registered Securities | |||||||||||||||||||||
| (1) | $ | $ | $ | ||||||||||||||||||
| (2) | $ | $ | $ | ||||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||||
| Total Fees Previously Paid: | |||||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | Proposed Maximum Offering Price Per Unit is based on the adjusted floor price of the Series A Convertible Note. |
| (2) |