UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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). |
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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 | |
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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
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.
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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
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