ipower inc美股招股说明书(2025-12-23版)

PROSPECTUS SUPPLEMENT Up to $1,815,976 Series B Senior Secured Convertible NotesShares of Common Stock Issuable Upon Conversion of iPower Inc. iPower Inc. (the “Company” or “we”) is offering by this prospectus supplement up to $1,815,976 aggregate principal amount of aseries B of senior secured convertible notes (the “Series B Convertible Notes”) to a certain institutional investor (the “Investor”), and(ii) the shares of common stock, par value $0.001 per share (the “common stock”) issuable from time to time upon conversion of the On December 23, 2025, the Company entered into a Securities Purchase Agreement with the Investor (the “Purchase Agreement”)providing for the purchase by the Investor of (i) a series A senior secured convertible note in the aggregate original principal amount ofup to $5,184,024 (the “Series A Convertible Notes,” together with the Series B Convertible Notes, the “Convertible Notes”), andshares of common stock issuable pursuant to the terms of the Series A Convertible Notes, (the “Series A Conversion Shares”) inreliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the“Securities Act”), and Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission (the “SEC”) under This prospectus supplement relates to the shelf registration statement on Form S-3 (File No. 333-274665), originally filed onSeptember 25, 2023 and declared effective on September 29, 2023, and registers only the Series B Convertible Notes and the Series B The Convertible Notes, when issued, will constitute secured obligations of the Company and will, subject to certain exceptionsthereof, rank senior to all of our outstanding and future indebtedness. The Convertible Notes will bear interest at the rate of 10% per annum, with such interest to be payable commencing January 1, 2026,in shares of common stock or, at the Company’s option, in cash or a combination thereof, and will mature on December 23, 2027,unless earlier converted or redeemed in accordance with their terms. For a more detailed description of the Purchase Agreement and The holder may convert all or any portion of the outstanding principal and accrued interest of each Convertible Note at any time afterthe issuance date. The conversion price is $17.70 per share, subject to adjustment as provided in the Convertible Notes. Additionally,the holder may elect; subject to certain conditions, an alternate conversion at the “Alternate Conversion Price,” which is different thanthe fixed conversion price decided pursuant to the terms of the Convertible Notes. The holder’s ability to convert is subject to a We have agreed to maintain, at all times while any Convertible Notes are outstanding, a reserve of authorized but unissued shares ofcommon stock equal to at least 100% of the number of shares issuable upon full conversion of all outstanding Convertible Notes. The registration of the issuance of common stock hereunder does not necessarily mean that the Investor will convert any Series BConvertible Notes. We will not receive any proceeds from the issuance of shares upon conversion of the Convertible Notes, but we We intend to use the net proceeds from the offering of the Convertible Notes primarily for the acquisition of cryptocurrency (includingBitcoin and Ethereum) to serve as reserve assets, repayment of a bridge loan, working capital and general corporate purposes, andpayment of placement agent fees. We have agreed not to use the net proceeds for certain purposes, including satisfaction of other We have engaged Digital Offering LLC as the placement agent (the “Placement Agent”) with respect to the offering of the ConvertibleNotes. The Placement Agent is not purchasing or selling any securities offered hereby, nor is it required to arrange for the purchase orsale of any specific number or dollar amount of securities, but it has agreed to use its reasonable commercial efforts to arrange for thesale of all of the securities. We have agreed to pay the Placement Agent $394,800 cash placement agent fees for its service. See “Plan No public market currently exists for the Convertible Notes, and we do not intend to apply to list the Convertible Notes on anysecurities exchange or for quotation on any inter-dealer quotation system. Our common stock is listed on The Nasdaq Capital Market(the “Nasdaq”) under the symbol “IPW.” On December 22, 2025, the closing price of our common stock on the Nasdaq was $11.80 per We are an “emerging growth company” under federal securities laws and are subject to reduced public company reportingrequirements. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page S-7 Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation