UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(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 | ||
| The |
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
On December 21, 2025, the stockholders of iPower Inc. (the “Company”) holding a majority of the voting power of the Company’s common stock approved via written consent the execution of one of more reverse stock splits of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of up to one-for-two hundred and fifty (1:250), with the exact ratio and timing to be determined by the Board of Directors of the Company (the “Board”) in its discretion. This approval was reported on a Schedule DEF14C filed with the Securities and Exchange Commission on January 21, 2026, which became effective on February 10, 2026.
Pursuant to such authority granted by the Company’s stockholders, on May 4, 2026, the Board approved a reverse split of one-for-eight (1:8) (the “Reverse Stock Split”) of the Common Stock. On May 20, 2026, the Company filed a certificate of amendment to amend the Sixth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, with an effective date of May 22, 2026 (the “Effective Date”). The Reverse Stock Split will become effective at the start of trading on May 22, 2026 (the “Effective Time”).
When the Reverse Stock Split becomes effective, every eight (8) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the exercise prices of such stock options and warrants. Restricted stock units will be adjusted to reflect the reduced number of underlying shares. The Reverse Stock Split did not change the Company’s total number of authorized shares of Common Stock or preferred stock.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Common Stock in lieu of such fractional share.
VStock Transfer LLC is acting as exchange agent for the Reverse Stock Split and will notify stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing on May 22, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 46265P305.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
| 2 |
Item 7.01 Regulation FD Disclosure.
On May 19, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the 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, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Sixth Amended and Restated Articles of Incorporation | |
| 99.1 | Press release of the Company issued on May 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
| 3 |
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 22, 2026 | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer | |
| 4 |
Exhibit 3.1
Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2026052000472 - 5227790 20265754699 Amendment After Issuance of Stock 5/20/2026 9:06:00 AM 3 OFFICE OF THE SECRETARY OF STATE Business Entity - Filing Acknowledgement 05/20/2026 Indexed Entity Information: Entity ID: E0177432018 - 7 Entity Status: Active Entity Name: iPower Inc. Expiration Date: None Commercial Registered Agent Vcorp Agent Services, Inc. 701 S. Carson Street, Suite 200, Carson City, NV 89701, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
| 1 |
Business Number E0177432018 - 7 Filed in the Office of Filing Number 20265754699 Secretary of State State Of Nevada Filed On 5/20/2026 9:06:00 AM Number of Pages 3
| 2 |
09 : 06 : 22 a . m . 05 - 2 0 - 2 0 26 ½ To : nevada secretary of state 188861188 13 Page : 4 of 5 2026 - 05 - 20 16 : 06 : 19 GMT FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 18886118813 From : Vcorp Services , LL( 4 T C c 6 ( Profit Corporation: Certificate of Amendment (PuRsuANTTo NRs 78 . 380 & 78 . 385/78 . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles < PuRsuANT rn NRs 7 8.403) Officer's Statement (PuRsuANTTO NRs ao . o3o) 05/22/2026 Time : 12:01 am ET (must not be later than 90 days after the certificate i s filed) Date : . Effective Date and ime: (Optional) Changes to takes the following effect : : ...! The entity name has been amended. . The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) .·.:" The purpose of the ent i ty has been amended . The authorized shares have been amended. ೦ The directo r s , managers o r genera l partne r s have been amended . : . IRS tax language has been added . ... Articles have been added . ::·_: Articles have been deleted. : x ' Other . The articles have been amended as follows : (provide article n umbe r s , if available) The first sentence of Article FOURTH (Capita l Stock) of (see attached) (attach additional page(s) if necessary) 5 . Information Being hanged: (Domest i c orporations only) X [C . J: ( ---------------- - ; Chief Executive Officer . Signature : Requi r ed) Signat ure of Office r or Authorized Signer Title X Signatu r e of Officer or Authorized S i gner Title • - it any proposed amendment would alter or change any prefe r ence or any relative or other right given to any class or series o f outstanding shares , then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting powe r of each class or se ries affected by the amendment regardless to l i mitations or restricti ons on the voting power thereof . Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by app r opr i ate fees . Pa ge 2 of 2 Revised : 9/1 1 2023
| 3 |
09 : 06 : 22 a . m . 05 - 20 - 2026 I 5 j 18886118813 To : nevada secretary of state Page : 5 of 5 2026 - 05 - 20 16 : 06 : 19 GMT 18886118813 From : Vcorp Services , LL( Certificate or Amendment to Articles of Incorporation For Nev ada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - Arter Issuance of Stock) l. Name of corporation: iPower Inc . 2. The articles have been amended as follows: (provide article numbers , if available) The first sentence of Article fOURTII (Capital Stock) of the Sixth Amended and Rest a ted Articles of Incorporation is hereby amended by deleting it in its entirety and inserting in lieu thereof the following : "Upon the effectiveness of this Cert ifi cate of Amendment (the "Effective Time"), each share of the common stock, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into a fraction of a s h are of common Stock at a ratio of l - for - 8 ; provided , however , that no fractional shares sha ll be issued to stockholde r s as a result of the foregoing reclassification and that in lieu thereof, the Co rpor atio n s hall , afte r aggregating a ll fractions of a s h a re to which a holder would otherwise be t : nlitkd, round any n : sulling fral : t iunal shart : s up lo lht : nt : an :: sl whuk shart :. Any s lm .: k ct : rtifil'alt : that, immediately prior to the Effective Time, represented shares of common stock will . from and after the Effective Tim e, automat : ica . lly and wit h out the nec e, ; , ; ity of pr ese ntin g the same for exc h a n ge , r e pr ese nt the number of s hare s of common s tock into which shares of common stock have been reclassified and converted, but giving effect to the rounding of fractional shares provided for in the immediately preceding sen tence . " 3. Th e vote by which th e stockholders holdin g shares in the co rporation e ntitling them to exe r c is e a least a majority of the voting power , or s uch greater proportion of the voting power as may be required in the case ofa vote by classes or series , or as may be requ i red by t h e provisions of the articles of incorporation have voted in favor of the amendment is : Shares representi n g 53 . I % the outstanding voti ng power (representing a majority of the s hares outstanding) were vote d in favor of the amendment . 4. Effective date offiling: May 22, 2026 at 1 2:0 I a.m . (must not be later than 90 d ays after the certificate is filed) 5. Signature: (required) iPower, Inc . , - .. ' \ . Ry : _ l _ · / ೦ - ' ......, Chenlong Tan , ChiefExec;'.;iive Officer 4 897 - 65 20 - 9257 \ 2
| 4 |
NEVADA STATE BUSINESS LICENSE iPower Inc. Nevada Business Identification # NV20181256543 Expiration Date: 04/30/2027 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202605206694587 You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 05/20/2026. FRANCISCO V. AGUILAR Secretary of State
| 5 |
Exhibit 99.1
iPower Inc. Announces 1-for-8 Reverse Stock Split
May 19, 2026
RANCHO CUCAMONGA, Calif., May 19, 2026 (GLOBE NEWSWIRE) -- iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”), a technology- and data-driven supply chain and infrastructure provider for online retailers and brands, today announced that it will effect a 1-for-8 reverse stock split of its issued and outstanding common stock.
The reverse stock split will become effective at 12:01 a.m. Eastern Time on May 22, 2026, and the Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on May 22, 2026 under the existing ticker symbol “IPW.”
The new CUSIP number for the Company’s common stock following the reverse stock split will be 46265P305.
As a result of the reverse stock split, every eight shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to receive a fractional share will receive cash in lieu thereof. Prior to the reverse split, there were a total of 5,289,919 shares of common stock outstanding. Following the reverse split, there will be a total of approximately 661,240 shares of common stock outstanding.
The Company is effectuating the reverse stock split to increase the per share trading price of the Company’s common stock to ensure the Company maintains compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
The reverse stock split was approved by the Company’s board of directors and stockholders.
VStock Transfer, LLC is acting as the exchange agent and transfer agent for the reverse stock split. Registered stockholders holding pre-split shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes.
About iPower Inc.
iPower Inc. (Nasdaq: IPW) is a technology- and data-driven supply chain and infrastructure provider for online retailers and brands, operating at the intersection of digital assets and real-world commerce. The Company delivers procurement, fulfillment, logistics, and software-enabled services, and is executing a broader crypto strategy through licensed partners and compliant infrastructure. 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. Such 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.
Media & Investor Contact
IPW.IR@meetipower.com