iPower: securities offering (amended)

Cover page 22 changes

to the Securities and Exchange Commission on April 14, 27, 2021

35 unchanged paragraphs

Class A Common Stock, par value $0.001 per share

Pursuant to Rule 416(a)

416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of Class A Common Stock which may be issued after the date hereof as a result of stock splits, stock dividends and similar events.

2 unchanged paragraphs

offering price of additional shares of Class A Common Stock that the underwriters have the option to purchase, solely to cover over-allotments, if any.

$2,335 previously paid.

$3,939 paid herewith.

3 unchanged paragraphs

SUBJECT TO COMPLETION, DATED APRIL

1 unchanged paragraph

Class A Common Stock

This is an initial public

is an initial public offering of Class A Common Stock of iPower Inc. We are selling [ ] 5,000,000 shares of our Class A Common Stock, not including overallotments.

Prior to this offering, there

there has been no public market for our Class A Common Stock. The initial public offering price is expected to be between $__.00 $9.00 and $__.00 $11.00 per share. We have applied to list our Class A Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbol "IPW."

1 unchanged paragraph

of Class A Common Stock outstanding as of the date of this prospectus. Our two founders own an aggregate of 16,046,668 shares of Common

Class A Common Stock or 74.3% of the Class A Common Stock outstanding and will own approximately 58.3% upon completion of this offering.

1 unchanged paragraph

Investing in our Class A Common Stock

4 unchanged paragraphs

(1) See " "Underwriting" " for additional information regarding underwriting compensation.

additional information regarding underwriting compensation.

underwriters may also exercise their option to purchase up to an additional 750,000 shares of Class A Common Stock at the initial public offering price, less the underwriting discount, for 45 days after the date of this prospectus.

2 unchanged paragraphs

The shares of Common

The shares of Class A Common Stock will be ready for delivery on or about , 2021.

14 unchanged paragraphs

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

6 unchanged paragraphs

About this prospectus 3 changes

8 unchanged paragraphs

phrase "this offering" or "IPO" refers to the offering contemplated in this prospectus;

Common Stock" or "shares" shall

references to "Class A Common Stock" or "shares" shall refer solely to the Class A Common Stock, par value $0.001 per share, of iPower Inc. and gives effect to (i) a 2-for-1 forward split of the outstanding shares of Class A Common Stock that was consummated on November 16, 2020; (ii) an April 14, 2021 amendment and restatement of our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock; and (iii) an April 23, 2021 further amendment and restatement of our articles of incorporation to eliminate all references to Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as the phrase "this offering" or "IPO" refers to the offering contemplated in this prospectus;

1 unchanged paragraph

Prospectus summary 8 changes

1 unchanged paragraph

selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before deciding to purchase our Class A Common Stock. You should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings " Risk Factors " and " Management's Discussion and Analysis of Financial Condition and Results of Operations " in each case included elsewhere in this prospectus. All reference to "year" or "fiscal year" refers to our fiscal year ending June 30 th .

41 unchanged paragraphs

We believe that we have

have a number of strategic advantages that will enable us to maintain and expand our position as a one of the leading online retailer retailers and supplier suppliers of hydroponic products which include the following:

9 unchanged paragraphs

Extensive in-house brands. We believe that our in-house branded products, including our iPower and Simple Deluxe brands, are among the leading online hydroponic brands.

branded products, including our iPower and Simple Deluxe brands, are among the leading online hydroponic brands, as evidenced by our Amazon ratings and sales. In-house branded products represent approximately 67% of our sales in calendar year 2020.

28 unchanged paragraphs

Investing in our Class A Common Stock involves substantial risk. The risks described under the heading " Risk Factors " beginning on page 13 of this prospectus may cause us not to realize the full benefits of our strengths and/or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges we face include:

1 unchanged paragraph

Our Company's founders

founders own approximately 74.3% of our Class A Common Stock and will own approximately [ ]% 58.3% upon completion of this offering, which effectively gives our founders full control over the board of directors and management of the Company for the foreseeable future.

27 unchanged paragraphs

The offering 25 changes

Up to [ ] shares of Class A Common Stock

Public offering price

Class A Common Stock we are offering

shares of Common Stock

1 unchanged paragraph

Up to [ ] shares of Class A Common Stock

21,604,496 shares of Class A Common Stock

Shares of Class A Common Stock outstanding after this offering

shares of Common Stock

1 unchanged paragraph

offering expenses payable by us at closing (including underwriter discounts and commissions), of approximately $________, will be approximately $____________.

We have granted a 45-day

We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional _________ 750,000 shares of Class A Common Stock.

Our net proceeds from this offering, after deducting

deducting offering expenses payable by us at closing (including underwriter discounts and commissions and estimated transaction expenses), of approximately $5,000,000 (or $5,525,000, if the underwriters exercise their over-allotment option in full), will be approximately $45,000,000 (or $51,975,000, if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $10.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

2 unchanged paragraphs

(iii) three-year warrants entitling the holders to purchase _________ shares of Class A Common Stock, which equals 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes; or (iv) approximately [ ] restricted stock units which will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan upon the completion of this offering and will be subject to certain vesting conditions.

Proposed Nasdaq Symbol Capital

An investment in our securities involves a high degree of risk. See " Risk Factors " beginning on page 13 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A Common Stock.

Gives effect to a 2-for-1 forward split of our outstanding shares of Class A Common Stock, consummated on November 16, 2020.

Does not include (i) 34,500 2,415

Does not include (i) 2,145 shares of Series A convertible preferred stock, which shall be converted to 3,450 shares of Common Stock, issuable upon exercise of a five-year warrant held by Boustead Securities, LLC ("Boustead"), which warrant was issued to Boustead as compensation for acting as placement agent for our Series A convertible preferred stock offering; and (ii) [ ] 33,192 shares of Class A Common Stock issuable upon exercise of a five-year warrant held by Boustead, which warrant was issued to Boustead as compensation for acting as placement agent in our Convertible Note offering.

Does not include (i)

34,500 shares of Series A convertible preferred stock, which shares will automatically convert into [ ] 49,286 shares of Class A Common Stock upon completion of this initial public offering; (the "Offering"); (ii) $3,000,000 in 6% convertible notes due January 27, 2022 (the "Convertible Notes"), which will automatically convert upon completion of this offering (assuming an initial public offering price of $10.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus,) into Class A Common Stock at a conversion price equal to the lesser of (a) $___ $7.00 per share, representing a 30% discount to the assumed initial public offering price per share of the Class A Common Stock in this offering, or (b) $_____ $6.33 per share, representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) the 21,604,496 outstanding shares of Class A Common Stock immediately prior to the completion of the IPO, this offering, (y) the number 49,286 shares of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number 474,170 shares of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes; (iii) three-year warrants entitling the holders to purchase 379,336 shares of Common Stock, which equals 80% of the number of shares of Common Stock issuable upon conversion of the Convertible Notes; or (iv) approximately 6,317 restricted stock units which will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan upon the completion of this offering and will be subject to certain vesting conditions.

Prior to April 14, 2021,

2021, we had two classes of authorized common stock, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock were identical, except with respect to voting, dividends, liquidation, conversion, and transfer rights. Each share of Class A Common Stock was entitled to one vote per share and each share of Class B Common Stock was entitled to 10 votes per share . Prior to April 14, 2021, our current stockholders owned a total of 20,204,496 shares of Class A Common Stock and our two founders owned a total of 14,000,000 shares of Class B Common Stock. On April 14, 2021, our two founders converted all of the shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. On April 14, 2021, we also amended and restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common (5) In the event Stock, and on April 23, 2021, we are unable to list further amended and restated our articles of incorporation to eliminate all references to Class A and Class B Common Stock and authorized for issuance 180,000,000 shares on NASDAQ, we will not complete this offering. which are solely designated as Common Stock.

Unless otherwise stated

otherwise stated or if context so requires, based on the assumed initial public offering price of $10.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, all information in this prospectus assumes that the over-allotment option to purchase $[ ] $7,500,00 represented by 750,000 additional shares of Class A Common Stock that we have granted to the underwriters is not exercised.

Summary consolidated and combined financial data 5 changes

14 unchanged paragraphs

all of the shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. On April 14, 2021, the Company also amended and restated its articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock, and on April 23, 2021, the Company further amended and restated its articles of incorporation to eliminate all references to Class A and Class B Common Stock which are now solely designated as Common Stock. After giving effect of the conversion, below is the EPS at a pro forma basis including the 1,400,000 shares of Class A Common Stock:

4 unchanged paragraphs

Weighted average Class A Common Stock outstanding, basic

Weighted average Class A Common Stock outstanding, diluted

1 unchanged paragraph

Class B Common Stock outstanding at a pro forma basis was 0 as of December 31, 2020 and June 30, 2020, respectively.

Class A Common Stock outstanding at a pro forma basis was 21,604,496 and 21,604,496 as of December 31, 2020 and June 30, 2020, respectively.

Risk factors 23 changes

192 unchanged paragraphs

agreement, dated and effective August 31, 2020 (the "Engagement Agreement"), with Boustead Securities LLC ("Boustead"), we engaged Boustead to act as our exclusive placement agent for private placements of our securities and as a potential underwriter for our initial public offering. The Engagement Agreement set forth certain terms and conditions, including that in the event the Company completed a private placement or a public offering of its securities, Boustead would receive (i) cash compensation equal to 7% of the offering proceeds, plus (ii) a non-accountable expense allowance equal to 1% of the gross amount to be disbursed to the Company, plus (iii) warrants to purchase the equivalent of 7% of the stock issued in such offering. The term of the Engagement Agreement was the later to occur of (i) 18 months from the date Boustead received an executed copy of the Engagement Agreement from the Company or (ii) 12 months from the completion date of the initial public offering or (iii) the mutual written agreement of the Company and Boustead. Upon the termination or expiration of the Engagement Agreement, the Company was required to pay to Boustead any out-of-pocket expenses incurred up to the date thereof. In addition, upon termination or expiration of the Engagement Agreement, Boustead was entitled to a success fee, as set forth in the Engagement Agreement, if the Company completed a sale, merger, acquisition, joint venture, strategic alliance, or other similar agreement with a party, including the pre-IPO and IPO investors, or which became aware of the Company or which became known to the Company prior to such termination or expiration, during the twelve (12) month period following the termination or expiration of the Engagement Agreement. On February 28, 2021 we informed Boustead that we were terminating the Engagement Agreement and any continuing obligations we may have had under its terms. In previous discussions regarding our right On April 15, 2021, we provided formal written notice to terminate Boustead of our termination of the Engagement Agreement and all obligations thereunder, effective immediately. On April 16, 2021, counsel to Boustead took the position advised us that we had no right to terminate they believed our termination of the Engagement Agreement As was improper and threatened to seek immediate judicial intervention to obtain injunctive relief and damages. On April 21, 2021, our special litigation counsel responded to such allegations and threats, refuting Boustead's claims. On April 23, 2021, counsel to Boustead provided written notice stating that, subject to the size of our initial public offering, they believe they will be entitled to 7% of the capital raised in addition to warrants. In the event we are not able to settle the matter with Boustead, we will likely face arbitration or litigation from Boustead. Among other things, Boustead could seek monetary damages under the Engagement Agreement in such proceeding and we cannot provide assurance that such monetary damages will not be in excess of 7% of the capital raised. The party prevailing in any proceeding under the Engagement Agreement may be entitled to their costs and attorneys' fees, which could be substantial. As such, any proceeding arising from our Engagement Agreement with Boustead may be expensive to defend and could result in a substantial settlement payment or damages award, and there can be no assurance of a favorable outcome for us.

87 unchanged paragraphs

and, while we intend to list our share of Class A Common Stock on the Nasdaq Capital Market, you may face illiquidity or limited trading ability upon completion of our public offering.

Our Class A Common Stock is not presently traded

1 unchanged paragraph

In addition, future sales of our common stock in the public market could cause the market price of our Class A Common Stock to decline.

2 unchanged paragraphs

All of the Class A Common

After completion of this offering,

offering, our founders, officers and directors collectively will beneficially own approximately [ ]% 60% of our outstanding shares of Common Stock. As a result, such individuals will, for the foreseeable future, have the ability, acting together, to control the election of our directors and the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring, or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those entities and individuals. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company. See " Principal Stockholders " for further discussion of the stockholding of our founders and principal stockholders.

Future sales of our Class A Common Stock

in the public market could cause the market price of our Class A Common Stock to decline.

Sales of a substantial number

number of shares of our Class A Common Stock in the public market after this offering, or the perception that these sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. Based on the number of shares of Class A Common Stock outstanding as of [_____], 2021, upon the closing of this offering, we will have [____] shares of Class A Common Stock outstanding (assuming no exercise of the underwriters' option to purchase additional shares from us) or [____] shares of Class A Common Stock if the underwriters' option to purchase additional shares is exercised in full.

Based on the number of shares of Common Stock outstanding as of April 26, 2021, upon the closing of this offering, we will have 27,550,247 shares of Common Stock outstanding (assuming no exercise of the underwriters' option to purchase additional shares from us) or 28,300,247 shares of Common Stock if the underwriters' option to purchase additional shares is exercised in full.

All of the Common Stock sold

Stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. The remaining [____] 21,604,496 shares of Class A Common Stock outstanding after this offering, based on shares outstanding as of [____], April 26, 2021, will be restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers for at least 180 days after the date of this prospectus, subject to certain extensions. See also the section of this prospectus captioned " Shares Eligible for Future Sale ."

9 unchanged paragraphs

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A Common Stock .

1 unchanged paragraph

dividends on our Class A Common Stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations and growth. Investors in our Class A Common Stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our Class A Common Stock to earn a return on their investment.

4 unchanged paragraphs

We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, and financial condition. If we incur additional debt, the debt holders would have rights senior to holders of Class A Common Stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our Class A Common Stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our Class A Common Stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A Common Stock and diluting their interests.

5 unchanged paragraphs

develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our Class A Common Stock.

4 unchanged paragraphs

our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A Common Stock could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

4 unchanged paragraphs

reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. After we are no longer an "emerging growth company," we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

5 unchanged paragraphs

The trading market for our

publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Common Stock, the market price for our Class A Common Stock and trading volume could decline.

Class A The trading market for our Common Stock will be influenced by research or reports that industry or securities analysts publish about our business. If industry or securities analysts decide to cover us and in the future downgrade our Class A Common Stock, the market price for our securities would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Class A Common Stock to decline.

19 unchanged paragraphs

Use of proceeds 3 changes

We estimate that the net proceeds

proceeds from this offering will be approximately $[ ], $45 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company. If the underwriters exercise their over-allotment option to purchase additional shares in full, we estimate that our net proceeds will be approximately $[ ], $52 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

3 unchanged paragraphs

from this offering, together with our existing cash on hand, cash equivalents and investments, will enable us to fund our operations, acquisitions and continued growth and development through at least the next [ ] 12 months. We have based this estimate on assumptions that may prove to be wrong and we could use our available capital resources more quickly than currently anticipated.

Capitalization 40 changes

on an actual basis; and

on an as-adjusted basis

to give effect to (i) the sale of $[ ]

following table sets forth our cash and cash equivalents and investments and our capitalization as of _________, December 31, 2020:

on a pro forma basis to give effect to

(i) the conversion into Common Stock of (a) 34,500 shares of series A convertible preferred stock sold in the December 2020 private placement, and (b) all outstanding 6% convertible notes sold in the January 2021 private placement; (ii) the exercise of warrants to issue common stock of (a) warrants held by Boustead Securities, LLC to purchase 2,415 shares of Series A convertible preferred stock, which shall be converted to 3,450 shares of Common Stock, (b) warrants entitling the convertible note holders to purchase shares of Common Stock, which equals 80% of the number of shares of Common Stock issuable upon conversion of the Convertible Notes;

of shares of Class A Common Stock in this offering at the assumed public offering price and (c) warrants held by Boustead Securities, LLC to purchase 7% of $[ ] per share, (ii) the conversion into Class A Common Stock of (a) 34,500 shares of series A convertible preferred Common Stock sold in underlying the December 2020 private placement, and (b) all outstanding 6% Convertible notes sold in the January 2021 private placement, Note; and (iii) the vesting of [ ] 6,317 shares of Restricted Stock Units, which units will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan following completion of this offering; (iv) the filing of our fifth amended and restated articles of incorporation to eliminate our designated 166,000,0000 shares of Class A Common Stock and 14,000,000 shares of Class B Common Stock and authorize 180,000,000 shares of Common Stock; and on a pro forma as-adjusted basis to give effect to (i) the sale of $50 million of shares of Common Stock in this offering at the assumed initial public offering price of $10 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

1 unchanged paragraph

is illustrative and our capitalization following the completion of this offering is subject to adjustment based on the actual public offering price of our Class A Common Stock and other terms of this offering determined at pricing.

2 unchanged paragraphs

Pro Forma (Unaudited)

1 unchanged paragraph

Cash, cash equivalents and investments

Long term liabilities, less current portion

Stockholders' equity

Class A Common Stock, par value $0.001 per share; 166,000,000 authorized shares, 21,604,496 shares issued and outstanding, actual and ________ shares, as adjusted;

Additional paid-in capital

Total stockholders' equity

Total Capitalization

Cash and cash equivalents

Redeemable preferred stock, par value $0.001 per share; 20,000,000 shares authorized; 34,500 shares issued and outstanding at December 31, 2020; no shares issued and outstanding on pro forma and pro forma as adjusted basis $ 345 $ - $ - Long term liabilities, less current portion $ 2,022 $ 2,022 $ 2,022 Stockholders' equity Class A Common Stock, par value $0.001 per share; 166,000,000 authorized shares, Class B Common Stock, par value $0.001 per share; 14,000,000 authorized shares; 20,204,496 shares of Class A Common Stock and 14,000,000 shares of Class B Common Stock issued and outstanding, as of December 31, 2020, actual, and 22,550,247 shares of Common Stock, on a pro forma basis; 27,550,247 shares of Common Stock, on a pro forma as adjusted basis;* $ 34 $ 23 $ 28 Additional paid-in capital $ 389 $ 7,845 $ 52,832 Retained earnings $ 3,858 $ 3,675 $ 3,675 Total stockholders' equity $ 4,281 $ 11,543 $ 56,535 Total Capitalization $ 6,648 $ 13,565 $ 58,557 * On April 23, 2021, the Company filed our fifth amended and restated articles of incorporation to eliminate our designated 166,000,000 shares of Class A Common Stock and 14,000,000 shares of Class B Common Stock and authorize 180,000,000 shares of Common Stock; immediately prior thereto, all of our Class B common stock converted into Class A common stock on a 10-for-one basis (converting into a total of 1,400,000 shares of Class A (1) Each $1.00 increase (decrease) in the assumed initial public offering price of $10.00 per share would increase (decrease) each of our as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $4.65 million, assuming the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Common Stock offered by us would increase (decrease) each of our as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity, and total capitalization by approximately $9.30 million, assuming the assumed initial public offering price of $10.00 per share remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

the underwriters exercise their over-allotment option in full, as adjusted, cash and cash equivalents, and investments, additional paid-in capital, total stockholders' equity, total capitalization and shares of Class A Common Stock outstanding as of _______, December 31, 2020 would be $[ ], approximately $59.4 million, $59.8 million, $63.5 million, $65.5 and [ ] 28,300,247 shares, respectively.

as otherwise indicated herein, the number of shares of our Common Stock to be outstanding after this offering is based upon 21,604,496 shares of Common Stock outstanding as of April 26, 2021 and includes a total of 415,978 shares of Common Stock issuable upon exercise of warrants as a result of the likelihood to exercise due to the current share price, and 6,317 shares of Restricted Stock you invest in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share of our Common Stock and the as adjusted net tangible book value per share of our Common Stock immediately after the closing of this offering.

Our net tangible book value

as of December 31, 2020 was approximately $4.28 million, or $0.21 per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of December 31, 2020. Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our Common Stock immediately after this offering.

After giving effect to

the sale of $50.0 million of shares of our Common Stock in this offering at the assumed initial public offering price of $10.0 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, taking into account the automatic conversion of our Series A preferred stock that was issued in our December 2020 private placement, the conversion of the 6% convertible notes issued in our January 2021 private placement, the vesting of 6,317 restricted stock units issuable to certain employees and directors under our 2020 Equity Incentive Plan following completion of this offering, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the underwriters' over-allotment option in full, our as adjusted net tangible book value as of December 31, 2020, would have been approximately $56.5 million , or $2.05 per share. This represents an immediate increase in net tangible book value of $1.84 per share to existing stockholders. Investors purchasing our Common Stock in this offering will have paid $7.95 more than the as adjusted net tangible book value per share after this offering. The following table illustrates this on a per share basis to new investors:

Assumed initial public offering price per share

Net tangible book value per share as of December 31, 2020 *

Increase per share attributable to new investors

As adjusted net tangible book value per share after this offering

As adjusted net tangible book value per share to investors purchasing shares in this offering $ 2.05 Dilution in net tangible book value per share to new investors $ 7.95 Dilution as a percentage of purchase price in this offering 79.5% (*) The above table does not include the Class B Common Stock that was eligible for conversion, at the option of the holders, into a total of 1,400,000 shares of Class A Common Stock. On April 14, 2021, our two founders converted all of their shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. On April 14, 2021, we amended and restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock, and on April 23, 2021, we further amended and restated our articles of incorporation to eliminate all references to Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as Common Stock.

Each $1.00 increase (decrease)

in the assumed public offering price of $10.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the adjusted net tangible book value per share after this offering by approximately $0.17, and dilution in as adjusted net tangible book value per share to new investors by approximately $0.17 after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by the Company, and assuming no exercise of the underwriters' over-allotment option in full.

If the underwriters exercise

their over-allotment option in full in this offering, the as adjusted net tangible book value after the offering would be $2.24 per share, the increase in as adjusted net tangible book value per share to existing stockholders would be $2.03 per share and the dilution per share to new investors would be $7.76 per share, in each case assuming an public offering price of $10.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

as otherwise indicated herein, the number of shares of our Class A Common Stock to be outstanding after this offering is based upon [ ] on 22,550,247 shares of Class A Common Stock outstanding on April 26, 2021, on an as converted basis, which includes a total of _______, 2021 415,978 shares of our Common Stock issuable upon exercise of warrants; and excludes: (ii) a total of [ ] 523,456 shares of Class A our Common Stock issuable upon exercise of warrants. conversion options.

following table sets forth on a pro forma as adjusted basis, at December 31, 2020, the number of shares of Common Stock, on an as converted basis, purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of Common Stock, by holders of options and warrants outstanding at December 31, 2020, and by the new investors, before deducting estimated underwriting discounts and estimated offering expenses payable by us. The below table gives effect to the conversion by our two founders of all of their shares of Class B Common Stock into 1,400,000 additional shares of Common Stock.

Existing stockholders*

(*) Existing stockholders includes, on an as

converted basis, all outstanding shares of Series A convertible preferred stock, all shares issuable upon conversion of the 6% convertible notes, and the vesting of 6,317 Restricted Stock Unit shares of Common Stock.

To the extent that any outstanding

conversion options or warrants are exercised, new options, warrants or restricted stock units are issued under our stock-based compensation plans, or new shares of preferred stock are issued, or we issue additional shares of Common Stock in the future, there will be further dilution to investors participating in this offering.

MD&A 11 changes

5 unchanged paragraphs

iPower Inc. is a leading

online hydroponic equipment supplier based in the United States. Through the operations of our e-commerce platform, www.Zenhydro.com, and our combined 72,000 square foot fulfillment centers in Los Angeles, California, we believe we are a one of the leading marketer, distributor marketers, distributors and retailer retailers of grow-light systems, ventilation systems, activated carbon filters, nutrients, growing media, hydroponic water-resistant grow tents, trimming machines, pumps and accessories for hydroponic gardening, based on management's estimates. We have a diverse customer base that includes commercial users and individuals. Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth, both in terms of expanding customer base as well as brand and product development.

We have a diverse customer base that includes commercial users and individuals. Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth, both in terms of expanding customer base as well as brand and product development.

69 unchanged paragraphs

on a private placement offering pursuant to which we sold to three accredited investors an aggregate of $345,000 in Series A convertible preferred stock, at a purchase price of $10.00 per share, which stock will convert into Class A Common Stock upon completion of this initial public offering (the "Offering") at a discount of 30% to the IPO per share purchase price. The offering was completed pursuant to an exemption from registration under Rule 506(b) of the Securities Act of 1933, as amended.

On January 27, 2021, we completed

completed a private placement offering pursuant to which we sold to two accredited investors an aggregate of $3,000,000 of our 6% convertible notes due six months from the date of issuance, subject to extension as provided below (the "Convertible Notes"). Upon completion of this offering, assuming we sell not less than $15,000,000 of our Class A Common Stock, the Convertible Notes will automatically convert into shares of Class A Common Stock at a conversion price equal to the lesser of (a) $ $7.00 per share, representing a 30% discount to the public offering price per share of the Class A Common Stock in this offering, or (b) $_____ $_$6.33 per share, representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) the 21,604,496 outstanding shares of Class A Common Stock immediately prior to the IPO, (y) the number 49,286 shares of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number 474,170 shares of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes. Boustead Securities LLC acted as placement agent in both the December 30, 2020 and the January 27, 2021 private placements.

1 unchanged paragraph

does not receive a minimum of $15,000,000 of gross proceeds in the Offering or otherwise close on the Offering, the Convertible Notes will bear interest at a rate of 6% per annum which shall accrue from January 27, 2021 and be repayable in six equal monthly installments between July 27, 2021 and January 27, 2022. Alternatively, the Convertible Notes may be converted at the conversion price into Class A Common Stock at the option of the holder prior to the maturity date. If the notes are converted, either on a Mandatory Conversion basis or at the option of the holder, any interest accrued on the Convertible Note shall be waived.

1 unchanged paragraph

Notes, the purchasers of the Convertible Notes received three-year warrants entitling the holders to purchase _________ 379,336 shares of Class A Common Stock which equals 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes. In the event the Convertible Notes are repaid in cash by the Company, the warrants will expire and have no further value.

21 unchanged paragraphs

arose between the parties with respect to certain terms and conditions contained in the Share Exchange Agreement, the parties entered into a Rescission and Mutual Release Agreement on January 15, 2020 (the "Rescission Agreement"). Pursuant to the terms of the Rescission Agreement, the Company and its stockholders returned the shares of Sugarmade common stock and preferred stock and issued to Sugarmade 102,248 (204,496 post forward split) shares of the Company's Class A Common Stock valued at $427,010.

10 unchanged paragraphs

of this offering, Messrs. Huang and Tan have agreed to convey for nominal consideration 100% of the equity of both E Marketing and GPM to the Company, at which time E Marketing and GPM will become wholly-owned subsidiaries of iPower.

31 unchanged paragraphs

total of 34,500 shares of Series A Convertible Preferred Stock, par value $0.001 per share. Pursuant to the certificate of designations, the Series A Convertible Preferred Stock will automatically convert into shares of the Class A Common Stock (the "Conversion Shares") at a conversion price equal to 70% of the initial price per share of the Class A Common Stock. If the IPO shall not have occurred by December 31, 2021, the Company shall redeem and repurchase for cash all of the outstanding shares of Series A Convertible Preferred Stock for a purchase price equal to (a) the product of multiplying the $10.00 Stated Value of each outstanding share of Series A Convertible Preferred Stock by the total number of outstanding shares of Series A Convertible Preferred Stock, plus (b) all accrued and unpaid Dividends at 9% per annum. In the event that the Series A Convertible Preferred Stock shall be converted into Conversion Shares, no Dividend shall accrue or be payable.

10 unchanged paragraphs

Business 3 changes

1 unchanged paragraph

Inc.) was formed in Nevada in April of 2018. We believe we are one of the largest online hydroponic equipment suppliers in the United States. On September 4, 2020, we filed a certificate of amendment to our articles of incorporation to change our name from BZRTH, Inc. to iPower Inc. On November 16, 2020 we filed an amended and restated articles of incorporation in Nevada to consummate a 2-for-1 forward split of our outstanding shares of Class A Common Stock.

88 unchanged paragraphs

We believe that our former

former placement agent, Boustead Securities LLC, may bring legal action against us following our communication to Boustead to unilaterally terminate an engagement agreement under which we and Boustead had originally intended for Boustead to be engaged to act as an exclusive underwriter in our initial public offering. If we are unable to reach a settlement with Boustead, it is likely that Boustead will file a legal action against us or seek binding arbitration of the dispute. We believe that we have meritorious defenses to any claims that Boustead may assert, and we do not believe that such claims will have a material adverse effect on our business, financial condition or operating results. We have agreed to indemnify the underwriters from any claims relating to such legal action. Additionally, Chenlong Tan, our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, has agreed to reimburse us for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by us or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr. Tan. For further information, see "Risk Factors - We recently unilaterally terminated an engagement agreement with Boustead Securities LLC and may be subject to litigation in the event we are not able to come to agreement on the amounts Boustead deems itself to be owed under such agreement" ." "Certain Relationships and Related Party Transactions" and "Underwriting."

6 unchanged paragraphs

Management 4 changes

83 unchanged paragraphs

On July 1, 2020 we entered

entered into an employment agreement with our Chief Executive Officer, Chenlong Tan. Under Mr. Tan's employment agreement, Mr. Tan receives base compensation of $20,000 per month, is entitled to performance cash bonus compensation based on achievement of certain pre-determined goals, and from time to time may be granted restricted common shares and/or options to purchase shares of the Company's Class A Common Stock, subject to Board or Compensation Committee approval. In addition, during the term of Mr. Tan's employment agreement, we are also leasing a motor vehicle for Mr. Tan's daily use. Mr. Tan is not entitled to any severance rights under his employment agreement. Mr. Tan's employment agreement has a term of five years, is thereafter renewable on an annual basis, and may be terminated upon 30 days' notice upon the mutual agreement of Mr. Tan and the Company.

11 unchanged paragraphs

The Plan allows for the issuance of up to 5,000,000 shares of Class A Common Stock, whether in the form of options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and other stock or cash awards. The general purpose of the Plan is to provide an incentive to the Company's directors, officers, employees, consultants and advisors by enabling them to share in the future growth of the Company's business. The Board believes that granting of equity-based compensation serves to promote continuity of management and provide for a shared interest in the welfare, growth and development of the Company. The Company believes that the Plan will serve to advance the Company's interests by enhancing its ability to (i) attract and retain employees, consultants, directors and advisors who are able to contribute to the Company's ongoing success and development, (ii) reward those employees, consultants, directors and advisors for their contributions to the Company, and (iii) encourage employees, consultants, directors and advisors to participate in the Company's long-term growth and success.

the Plan was not adopted until October 15, 2020, the Company had not awarded any equity interests under the plan for the year ended June 30, 2020. Following completion of this offering, pursuant to their letter agreements, the Company will award a total of $90,000 in RSUs under the Plan to our independent directors and approximately [ ]. 16,269. RSUs to our Chief Financial Officer, all of which will be subject to certain vesting conditions.

Principal stockholders 16 changes

1 unchanged paragraph

forth the number of shares of common stock beneficially owned as of April 14, 26, 2021 by:

4 unchanged paragraphs

ownership is determined based on the rules and regulations of the SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on the total of 21,604,496 shares of Class A Common Stock outstanding as of April 14, 26, 2021, and 34,500 shares of Series A redeemable convertible preferred stock outstanding as of April 14, 26, 2021. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to options or warrants held by that person and exercisable as of, or within sixty (60) days of, the date of this prospectus. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person's name. Unless indicated below, the address of each individual listed below is c/o iPower Inc., 2399 Bateman Avenue, Duarte, CA 91010.

1 unchanged paragraph

No. of Shares Class A Common Stock Beneficially Owned

No. of Shares of Class B Common Stock Beneficially Owned*

No. of Shares Common

Stock Beneficially Owned

Total Percentage of Common

Total Percentage of Class A Shares Stock Beneficially Owned Before Offering

Total Percentage of Common

Total Percentage of Stock Owned After Offering

4 unchanged paragraphs

Prior to April 14, 2021, we had two classes of authorized common stock, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock were identical, except with respect to voting, dividends, liquidation, conversion, and transfer rights. Each share of Class A Common Stock was entitled to one vote per share and each share of Class B Common Stock was entitled to 10 votes per share . Prior to April 14, 2021, our two founders owned a total of 14,000,000 shares of Class B Common Stock. On April 14, 2021, our founders converted all of their shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. We also amended and restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and eliminate any future issuances of Class B Common (1) Chenlong Tan is our co-Founder, Chairman, Chief Executive Officer and President.

Chenlong Tan is our co-Founder, Chairman, Chief Executive Officer and President.

1 unchanged paragraph

Kevin Vassily is our Chief Financial Officer. His shareholdings do not include [ ] 16,269 RSUs that will be issuable under our 2020 Equity Incentive Plan upon completion of this offering and subject to certain vesting conditions.

1 unchanged paragraph

Stock, which share will automatically convert into [ ] 10,000 shares of Class A Common Stock upon completion of this Offering; and (ii) $30,000 in RSUs issuable under the Company's 2020 Equity Incentive Plan following completion of this offering and subject to certain vesting conditions.

Allan Huang is our co-Founder and a consultant and was previously our Chief Executive Officer, President and a director. On April 14, 2021, Mr. Huang converted 7,000,000 shares of Class B Common Stock into 700,000 shares of Class (5) Shanshan Huang is A long-time employee and founding shareholder of the Company. Common Stock.

Shanshan Huang is a long-time employee and founding shareholder of the Company.

1 unchanged paragraph

Related-party transactions 7 changes

13 unchanged paragraphs

Messrs. Huang and Tan

Each of Messrs. Huang

have each and Tan has agreed that promptly following completion of this offering, and in no later than two (2) business days thereafter, they will convey 100% for nominal consideration100% of the equity of each of E Marketing and GPM to the Company.

Prior to April 14, 2021,

2021, we had two classes of authorized common stock, Class A Common Stock and Class B Common Stock that entitled the holders to 10 votes per share. On April 14, 2021, Messrs. Huang and Tan, our two founders, converted all of their 14,000,000 shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. On April 14, 2021, we also amended and restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock, and on April 23, 2021, we further amended and restated our articles of incorporation to eliminate all references to the Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as Common Stock.

On April 27, 2021, Mr.

Chenlong Tan, our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, has agreed to reimburse us for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by us or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr. Tan, against any damages that the Company may owe Boustead or the underwriters, should Boustead be successful in any action against the Company related to this initial public offering.

Description of the securities 24 changes

2 unchanged paragraphs

166,000,000 shares of

Class A shares of Common Stock; and

1 unchanged paragraph

As of April 12, 23, 2021,

there were: (i) 21,604,496 shares of Class A Common Stock issued and outstanding, including approximately [ ] in Restricted Stock Units issuable pursuant to our Equity Incentive Plan and subject to vesting (as described above) upon completion of this offering; (ii) 14,000,000 shares of Class B Common Stock issued and outstanding; and, (iii) 34,500 shares of Series A Convertible Preferred Stock issued and outstanding.

1 unchanged paragraph

Allan Huang and Chenlong Tan, our two founders, converted all of their 14,000,000 shares of Class B Common Stock into 1,400,000 shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. We also amended and restated our articles of incorporation to eliminate any future issuances of Class B Common Stock.

On April 23, 2021, we

further amended and restated our articles of incorporation to eliminate all references to Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as Common Stock.

2 unchanged paragraphs

to the express terms of any outstanding Preferred Stock, dividends may be paid in cash or otherwise with respect to the holders of our Class A Common Stock out of the assets of the Company legally available therefor, upon the terms, and subject to the limitations, as the Board of Directors may determine. Holders of Class B Common Stock have no dividend rights until such time as their shares have been converted into Class A Common Stock.

1 unchanged paragraph

of Class A Common Stock are entitled to one (1) vote per share in voting or consenting to the election of directors and for all other corporate purposes for which they are entitled to vote.

1 unchanged paragraph

Subject to the express terms of any outstanding Preferred Stock, in the event of a Liquidation of the Corporation, the holders of Class A Common Stock shall be entitled to share in the distribution of any remaining assets available for distribution to the holders of Class A Common Stock ratably in proportion to the total number of shares of Class A Common Stock then issued and outstanding.

9 unchanged paragraphs

(the "Dividend"), which Dividend shall be cumulative and payable in cash only in the event of Redemption of the Series A Preferred Stock. In the event that the Series A Preferred Stock shall be converted into shares of Class A Common Stock, no Dividend shall accrue or be payable;

2 unchanged paragraphs

on a sale or liquidation of the Company the Series A Preferred Stock has a $10.00 per share preference over the Company Class A Common Stock;

consummation of this offering, all of the issued and outstanding shares of Series A Preferred Stock will automatically convert into shares of the Class A Common Stock (the "Conversion Shares") at a conversion price equal to 70% of the initial price per share of the Class A Common Stock being offering pursuant to this prospectus (the "Conversion if the IPO shall not have been completed by December 31, 2021, the Company shall redeem and repurchase for cash all of the outstanding shares of Series A Preferred Stock for a purchase price equal to (a) the product of multiplying the $10.00 Stated Value of each outstanding share of Series A Preferred Stock by the total number of outstanding shares of Series A Preferred Stock, plus (b) all accrued and unpaid Dividends owed thereon.

2 unchanged paragraphs

Company completed a private placement offering pursuant to which we sold to two accredited investors an aggregate of $3,000,000 of our 6% convertible notes due six months from the date of issuance, subject to extension as provided below (the "Convertible Notes") and warrants pursuant to an exemption from registration under Rule 506(b) of Regulation D of the Securities Act. Boustead Securities, LLC acted as placement agent in the Convertible Note and Warrant offering and received commissions and non-accountable reimbursements of 8% of the gross proceeds received, of which one-half of such fees and expenses are payable upon the conversion of the Convertible Notes. In connection with the convertible note offering, we issued placement agent warrants to purchase 7.0% of the shares of Class A Common Stock underlying the Convertible Notes exercisable at the conversion price of the Convertible Note (the "Conversion Price"), of which Boustead Securities, LLC received 80% of the placement agent warrants.

Upon completion of this Offering,

Offering, assuming we sell not less than $15,000,000 of our Class A Common Stock, the Convertible Notes will automatically convert into shares of Class A Common Stock at a conversion price equal to the lesser of (a) $___ $7.00 per share, representing a 30% discount to the public offering price per share of the Class A Common Stock in this Offering, or (b) $_____ $6.33 per share, representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) outstanding the 21,604,496 shares of Class A Common Stock immediately prior to the IPO, (y) the number 49,286 shares of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number 474,170 shares of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes (a "Mandatory Conversion"). Boustead Securities LLC acted as placement agent in both the December 30, 2020 and the January 27, 2021 private placements.

In the event the Company

Company does not receive a minimum of $15,000,000 of gross proceeds in the Offering or otherwise close on the Offering, the Convertible Notes will bear interest at a rate of 6% per annum which shall accrue from January 27, 2021 and be repayable in six equal monthly installments between July 27, 2021 and January 27, 2022. Alternatively, the Convertible Notes may be converted at the conversion price into Class A Common Stock at the option of the holder prior to the maturity date. If the notes are converted, either on a Mandatory Conversion basis or at the option of the holder, any interest accrued on the Convertible Note shall be waived.

1 unchanged paragraph

Notes, the purchasers of the Convertible Notes received three-year warrants entitling the holders to purchase _________ 379,336 shares of Class A Common Stock which equals 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes. In the event the Convertible Notes are repaid in cash by the Company, the warrants will expire and have no further value.

3 unchanged paragraphs

each purchaser of Convertible Notes and Warrants has agreed to the following lock-up agreement with respect to the underlying Class A Common Stock:

and after the date of closing and until the 180th day after the date the Company's Class A Common Stock is first listed for trading on a national securities exchange (such first trading day, the " Lock-Up Trigger Date "), the Investor agrees not to sell, transfer or otherwise dispose of the Securities.

the 181st day after the Lock-Up Trigger Date until the 365 th day, the Investor is entitled to sell, transfer or otherwise dispose of all the Securities purchased pursuant to this Agreement, subject to a maximum sale on any trading day of 8% of the daily volume of the Class A Common Stock. After the 365th day after the Lock-Up Trigger Date, the Investor will be entitled to sell the remaining Securities purchased hereunder without restriction.

1 unchanged paragraph

the above, commencing 90 days after the Lock-Up Trigger Date, if the Company's Class A Common Stock per share price is over 150% of the IPO Price for five consecutive trading days, until such time as the price drops below such level, the holders may sell one-third of their Securities subject to a maximum sale on any trading day of 15% of the daily volume; and if the Company's Class A Common Stock per share price is over 175% of the IPO Price for five consecutive trading days, until such time as the price drops below such level, the holders may sell an additional one-third of their Securities subject to a maximum sale on any trading day of 15% of the daily volume;

and if the Company Class A Common Stock per share price is over 200% of the IPO Price for five consecutive trading days, until such time as the price drops below such level, the holders may sell an additional one-third constituting a maximum total of all of their Securities subject to a maximum sale on any trading day of 15% of the daily volume. Provided that the provisions of Rule 144 so permit, the Company shall deliver to the Investor an opinion of counsel (which opinion the Company will be responsible for obtaining at its own cost) to cover all of the converted shares and that such shares may be resold pursuant to Rule 144 free of restrictive legends but subject to the above-mentioned daily volume sale restrictions.

Shares eligible for future sale 17 changes

1 unchanged paragraph

All of the shares of Class A Common Stock sold in this offering will be freely transferable by persons other than our affiliates without restriction or further registration under the Securities Act.

has not been a public market for our Class A Common Stock. We are in the process of applying to list our Class A Common Stock on the Nasdaq Capital Market under the symbol IPW. Future sales of substantial amounts of shares of our Class A Common Stock in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Class A Common Stock to fall or impair our ability to raise equity capital in the future. Upon completion of this offering, we will have outstanding a total of [ ] 27,550,247 shares of Class A Common Stock, which represents 100% of our outstanding common stock, assuming no exercise of the underwriters' over-allotment option.

All of the shares of Common

Stock sold in this offering will be freely transferable by persons other than our affiliates without restriction or further registration under the Securities Act. All of our Common Stock outstanding prior to this offering, as well as all shares of Common Stock issuable upon conversion or exercise of the outstanding convertible notes, Series A preferred stock following completion of this offering, for a total of 22,550,247 shares, are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act, which rules are summarized below. These shares will be eligible for resale as follows:

Eligible for Future Sale

Date of this prospectus

Freely tradable shares

After the date of this prospectus and before the 181 st day

after the date of this prospectus

These shares may be sold under Rule 144 or Rule 701

181 days after the date of this prospectus

These shares may be sold under Rule 144 or Rule 701 upon expiration of the lock-up agreements At various times thereafter 815,978* These shares may be sold under Rule 144 or Rule 701 _______________ * Of this amount, (i) following the completion of this offering, warrants to purchase 415,978 shares of our common stock will be outstanding, which if exercised would be saleable upon the expiration of the lock-up period and holding periods under Rule 144 and (ii) 400,000 shares of our common stock are subject to a separate lock-up and indemnification agreement.

In general, under Rule 144

All of our Class A Common Stock outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been our affiliate at any time during the three months preceding a sale and who has beneficially owned restricted securities within the meaning of Rule 144 for more than six months would be entitled to sell an unlimited number of those shares, subject only to the availability of current public information about us. A non-affiliate who has beneficially owned restricted securities for at least one year from the later of the date these shares were acquired from us or from our affiliate would be entitled to freely sell those shares.

2 unchanged paragraphs

1% of the number of common

1% of the number of common stock then outstanding, in the form of Class A Common Stock or otherwise, which will equal approximately [ ] 275,502 shares immediately after this offering; or the average weekly trading volume of our Class A Common Stock on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

5 unchanged paragraphs

NON-U.S. HOLDERS OF OUR Class A COMMON STOCK

60 unchanged paragraphs

Plan of distribution 18 changes

1 unchanged paragraph

Class A Common Stock

3 unchanged paragraphs

The underwriters are offering the shares of Class A Common Stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A Common Stock offered by this prospectus supplement are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A Common Stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

initially propose to offer part of the shares of Class A Common Stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of Class A Common Stock, the offering price, and other selling terms may from time to time be varied by the representative.

granted to the underwriters an option, exercisable for 45 days from the date of this prospectus supplement, to purchase up to an additional [_____] 750,000 shares of Class A Common Stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A Common Stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A Common Stock as the number listed next to each underwriter's name in the preceding table bears to the total number of shares of Class A Common Stock listed next to the names of all underwriters in the preceding table.

2 unchanged paragraphs

Per Share of Class A Common Stock

Total Without Exercise of Underwriters' Option

Total With Full Exercise of Underwriters' Option

3 unchanged paragraphs

each other against certain liabilities, including liabilities under the Securities Act.

The estimated offering expenses

offering expenses payable by us, exclusive of underwriting discounts and commissions, are approximately $[ ] $1.5 million. This includes our agreement to reimburse the underwriters for their reasonable out-of-pocket expenses incurred in connection with their engagement as underwriters, including, without limitation, all marketing, syndication and travel expenses and legal fees and expenses up to a maximum aggregate amount of $[ ] as if the offering is consummated.

have agreed that, subject to certain exceptions, without the prior written consent of D.A. Davidson & Co., on behalf of the underwriters, we will not, during the period ending [__] 180 days after the date of this prospectus, (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise; (iii) file any registration statement with the SEC relating to the offering of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock; or (iv) publicly disclose the intention to do any of the foregoing.

Our directors and executive

directors and executive officers and certain other persons have agreed that, subject to specified exceptions, without the prior written consent of D.A. Davidson & Co., on behalf of the underwriters, they will not, during the period ending [ ] 180 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock; (ii) enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of common stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Class A Common Stock or such other securities, in cash or otherwise; (iii) make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for Class A Common Stock; or (iv) publicly disclose the intention to do or cause any of the foregoing.

or (iv) publicly disclose the intention to do or cause any of the foregoing.

to facilitate the offering of the shares of common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the shares of Class A Common Stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale by exercising the option to purchase additional shares or by purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Class A Common Stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the shares of Class A Common Stock. These activities may raise or maintain the market price of the shares of Class A Common Stock above independent market levels or prevent or retard a decline in the market price of the shares of Class A Common Stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify

agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, on April 27, 2021, we entered into an indemnification agreement with the underwriters pursuant to which we agreed to indemnify the underwriters in the event Boustead Securities LLC, our prior placement agent and financial advisor, brings an action against any of the Underwriters in relation to this initial public offering.

in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representative may agree to allocate a number of shares of Class A Common Stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to the underwriters that may make Internet distributions on the same basis as other allocations.

30 unchanged paragraphs

Where you can find additional information 1 change

1 unchanged paragraph

a registration statement on Form S-1 under the Securities Act, with respect to the Class A Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

2 unchanged paragraphs

Other information 5 changes

23 unchanged paragraphs

Conversion of Class B Common Stock and Reclassification

1 unchanged paragraph

its Articles of Incorporation to allow conversion of its Class B Common Stock at any time after issuance. On the same date, the Class B Common stockholders, Chenlong Tan and Allan Huang, elected to convert all their 14,000,000 outstanding shares of the Company's Class B Common Stock into 1,400,000 shares of Class A Common Stock. On April 23, 2021, the Company amended and restated its articles of incorporation to eliminate the Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as Common Stock.

8 unchanged paragraphs

with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

335 unchanged paragraphs

Recent Sales of Unregistered Securities 8 changes

1 unchanged paragraph

On January 27, 2021, we sold

we sold a total of $3,000,000 in 6% convertible notes ("Convertible Notes") and warrants to purchase Class A Common Stock (the "Warrants") to two accredited investors pursuant to an exemption from registration under Rule 506(b) of Regulation D under the Securities Act. The Convertible Notes will automatically convert into Class A shares of Common Stock upon completion of this IPO at a conversion price equal to the lesser of (a) $[ ] $7.00 per share, representing a 30% discount to the public offering price per share of the Class A Common Stock registered in connection with the Qualified IPO, this Offering, or (b) $[ ] $6.33 per share, representing a 30% discount of to the price per share equal to dividing $200 million by the total number of (x) outstanding the 21,604,496 shares of Class A Common Stock immediately prior to the IPO, (y) the number 49,286 shares of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number 474,170 shares of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes The Warrants are three-year warrants to purchase such number of Class (a Common Stock as would equal 80% of the number of shares of Class A Common Stock issuable upon "Mandatory Conversion"). of the Convertible Notes, exercisable for cash or cashlessly at a purchase price equal to the IPO per share purchase price. As placement agent compensation for the Convertible Notes and Warrants offering, we issued warrants to purchase [ ] shares of Class A Common Stock.

The Warrants are three-year warrants to purchase such number of Class A Common Stock as would equal 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes, exercisable for cash or cashlessly at a purchase price equal to the IPO per share purchase price. As placement agent compensation for the Convertible Notes and Warrants offering, we issued warrants to purchase 33,192 shares of Class A Common Stock.

2 unchanged paragraphs

The Company also amended and restated its articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock.

On October 20, 2020, we issued

issued 14,000,000 shares of our Class B Common Stock, par value $0.001 per share, to our two founders, Allan Huang and Chenlong Tan in exchange for a total purchase price of $14,000. The shares were issued to our two founders pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. The shares of Class B Common Stock, entitled the holders to 10 votes per share and was eligible to convert into Class A Common Stock, on a one-for-ten basis, at any time following twelve (12) months after the Company's completion of its initial public offering of its Class A Common Stock. On April 14, 2021, the Company amended its articles of incorporation to permit immediate conversion of the Class B Common Stock and the Company's two founders converted all of their 14,000,000 shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. Effective April 14, 2021, the Company amended and restated its Articles of Incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock. On April 23, 2021, the Company further amended and restated its articles of incorporation to eliminate the Class A and Class B Common Stock and authorize for issuance 180,000,000 shares which are solely designated as Common Stock.

1 unchanged paragraph

we issued a total of 204,496 shares of our Class A Common Stock, par value $0.001 per share (the "Class A Common Stock to Sugarmade Inc. as a refund of cash related to a terminated merger agreement. The shares were issued to Sugarmade Inc. pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

1 unchanged paragraph

2020, we issued a total of 20,000,000 shares of our Class A Common Stock, par value $0.001 per share, to our two founders and four key employees. The shares were issued to our founders and key employees pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

Undertakings 5 changes

10 unchanged paragraphs

and Restated Bylaws of iPower Inc. *

Fourth Amended and Restated Articles of Incorporation of iPower Inc . * 3.2 Fifth Amended and Restated Articles of Incorporation of iPower Inc. 3.3 Second Amended and Restated Bylaws of iPower Inc .

2 unchanged paragraphs

Form of Placement Agent Warrant for private placement completed January 27, 2021 * 4.4 Warrant, dated January 27, 2021, issued to Wiseman Capital Management LLC * 4.5 Warrant, dated January 27, 2021, issued to Bright Century Investment LLC * 5.1 Form of Legal Opinion of Michelman & Robinson LLP.

Equity Incentive Plan *

Form of Placement Agent Warrant for private placement completed January 27, 2021 * 4.4 Warrant, dated January 27, 2021, issued to Wiseman Capital Management LLC * 4.5 Warrant, dated January 27, 2021, issued to Bright Century Investment LLC * 5.1 Form of Legal Opinion of Michelman & Robinson LLP. * 10.1 2020 Equity Incentive Plan * 10.2 Form of Sublease Agreement, dated as of December 1, 2018, between BZRTH, Inc. and BizRight, LLC * 10.3 Asset Purchase Agreement, dated December 1, 2018, between BZRTH, Inc. and BizRight, LLC * and Security Agreement, dated May 3, 2019, between BZRTH, Inc. and WFC Fund, LLC * 10.5 Consulting Agreement, dated February 1, 2020, between BZRTH, Inc. and Allan Huang * 10.6 Note for PPP Loan, dated April 13, 2020, issued to Royal Business Bank * 10.7 Loan Authorization and Agreement, dated April 18, 2020, between BZRTH, Inc. and U.S. Small Business Administration * 10.8 Employment Agreement, dated July 1, 2020, between iPower Inc. and Chenlong Tan * 10.9 Standard Industrial Multi-Tenant Lease, dated as of September 1, 2020, between BZRTH, Inc. and Nelson, LLC * 10.10 Exclusive Business Cooperation Agreement, dated September 4, 2020, between iPower Inc. and Global Product Marketing Inc. * 10.11 Restricted Stock Purchase Agreement, dated October 20, 2020, between iPower Inc. and Allan Huang * 10.12 Restricted Stock Purchase Agreement, dated October 20, 2020, between iPower Inc. and Chenlong Tan * and Restated Exclusive Business Cooperation Agreement, dated October 26, 2020, between iPower Inc. and E Marketing Solution Inc. * 10.14 Receivables Purchase Agreement, dated November 16, 2020, between BZRTH, Inc. and WFC Fund, LLC * 10.15 Form of Subscription Agreement for Series A Preferred Stock Offering * 10.16 Board Letter Agreement, dated January 26, 2021, between iPower Inc. and Danilo Cacciamatta * 10.17 Board Letter Agreement, dated January 26, 2021, between iPower Inc. and Bennet Tchaikovsky * 10.18 Form of Subscription Agreement for 6% Convertible Note and Warrants * 10.19 Convertible Note, dated January 27, 2021, issued to Wiseman Capital Management LLC * 10.20 Convertible Note, dated January 27, 2021, issued to Bright Century Investment LLC * 10.21 Board Letter Agreement, dated January 28, 2021, between iPower Inc. and Kevin Liles * 10.22 Employment Agreement, dated January 29, 2021, between iPower Inc. and Kevin Vassily * 10.23 Indemnification Agreement, dated as of April 27, 2021, by and among iPower Inc. and D.A. Davidson & Co., Roth Capital Partners, LLC and US Tiger Securities, Inc.** 10.24 Indemnification and Lock-Up Agreement, dated as of April 27, 2021, entered into by Chenlong Tan and Allan Huang.** 14.1 Code of Business Conduct and Ethics * 23.1 Consent of UHY LLP 23.2 Consent of Michelman & Robinson LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 99.1 Consent of Kevin Liles * 99.2 Consent of Danilo Cacciamatta * 99.3 Consent of Bennet Tchaikovsky * __________________ * Previously filed ** To be filed II- 4 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 Duarte, of the State of California, on April 14, 27, 2021.

6 unchanged paragraphs