iPower: securities offering (amended)

Cover page 16 changes

FORM S-1 AMENDMENT 3 4

the Securities and Exchange Commission on May 5, 7, 2021

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to be Registered (1)

Maximum Offering Price Per Share (2)

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Pursuant to Rule 416(a)

Includes the aggregate

Includes an additional

offering price of additional 450,000 shares of Common Stock that the underwriters have the option to purchase solely to cover over-allotments, if any.

Estimated solely for the

for the purpose of calculating the registration fee in accordance with Rule 457(o) 457(a) of the Securities Act of 1933, as amended. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of Common

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

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offering of Common Stock of iPower Inc. We are selling 5,000,000 3,000,000 shares of our Common Stock, not including overallotments.

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has been no public market for our Common Stock. The initial public offering price is expected to be between $9.00 $7.00 and $11.00 $9.00 per share. We have applied to list our Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbol "IPW."

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

of Common Stock outstanding as of the date of this prospectus. Our two founders own an aggregate of 16,046,668 shares of Common Stock or 74.3% of the Common Stock outstanding and will own approximately 62.5% upon completion of this offering.

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underwriters may also exercise their option to purchase up to an additional 750,000 450,000 shares of Common Stock at the initial public offering price, less the underwriting discount, for 45 days after the date of this prospectus.

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Prospectus summary 1 change

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own approximately 74.3% of our Common Stock and will own approximately 58.3% 62.5% 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.

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The offering 7 changes

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option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional 750,000 450,000 shares of Common Stock.

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deducting offering expenses payable by us at closing (including underwriter discounts and commissions and estimated transaction expenses), of approximately $5,000,000 $3,317,990 (or $5,525,000, $3,569,990, if the underwriters exercise their over-allotment option in full), will be approximately $45,000,000 $20,682,010 (or $51,975,000, $24,030,010, if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $10.00 $8.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

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shares of Series A convertible preferred stock, which shall be converted to 3,450 4,313 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 37,500 shares of 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

34,500 shares of Series A convertible preferred stock, which shares will automatically convert into 49,286 61,607 shares of Common Stock upon completion of this 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 $8.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus,) into Common Stock at a conversion price equal to the lesser of (a) $7.00 $5.60 per share, representing a 30% discount to the assumed initial public offering price per share of the Common Stock in this offering, or (b) $6.33 $6.32 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 Common Stock immediately prior to the completion of this offering, (y) the 49,286 61,607 shares of Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the 474,170 535,714 shares of Common Stock issuable upon conversion of all outstanding Convertible Notes; (iii) three-year warrants entitling the holders to purchase 379,336 428,571 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 5,817 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.

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Unless otherwise stated or

or if context so requires, based on the assumed initial public offering price of $10.00 $8.00 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 $3,600,000 represented by 750,000 450,000 additional shares of Common Stock that we have granted to the underwriters is not exercised.

Risk factors 1 change

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offering, our founders, officers and directors collectively will beneficially own approximately 58.3% 62.5% 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.

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Use of proceeds 1 change

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proceeds from this offering will be approximately $45 $21 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 $24 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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Capitalization 29 changes

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(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;

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 4,313 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; and (c) warrants held by Boustead Securities, LLC to purchase 7% of the shares of Common Stock underlying the Convertible Note; and (iii) the vesting of 6,317 5,817 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 $24.0 million of shares of Common Stock in this offering at the assumed initial public offering price of $10 $8 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.

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Pro Forma (Unaudited)

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If the underwriters exercise

their over-allotment option in full, as adjusted, cash and cash equivalents, additional paid-in capital, total stockholders' equity, total capitalization and shares of Common Stock outstanding as of December 31, 2020 would be approximately $59.3 million, $59.7 million, $63.4 million, $65.4 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.

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 22,678,018 shares of Common Stock, on a pro forma basis; 27,550,247 25,678,018 shares of Common Stock, on a pro forma as adjusted basis;* $ 34 $ 23 $ 28 26 Additional paid-in capital $ 389 $ 7,845 7,463 $ 52,691 28,142 Retained earnings $ 3,858 $ 3,675 3,692 $ 3,675 3,692 Total stockholders' equity $ 4,281 $ 11,543 11,178 $ 56,394 31,860 Total Capitalization $ 6,648 $ 13,565 13,200 $ 58,416 33,882 * 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 $8.00 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 $2.79 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 $7.44 million, assuming the assumed initial public offering price of $10.00 $8.00 per share remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

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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.

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.

their over-allotment option in full, as adjusted, cash and cash equivalents, additional paid-in capital, total stockholders' equity, total capitalization and shares of Common Stock outstanding as of December 31, 2020 would be approximately $31.1 million, $31.5 million, $35.2 million, $37.2 million and 26,128,018 shares, respectively.

Except as otherwise indicated

as otherwise indicated herein, the number of shares of our Common Stock to be outstanding after this offering is based on 22,550,247 upon 21,604,496 shares of Common Stock outstanding on as of April 26, 2021 on an as converted basis, which and includes a total of 415,978 470,384 shares of our Common Stock issuable upon exercise of warrants and (ii) as a total result of 523,456 the likelihood to exercise due to the current share price, and 5,817 shares of our Common Restricted Stock issuable upon exercise of conversion options. Unit.

Management 2 changes

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As the Plan was not adopted

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. 12,016 RSUs to our Chief Financial Officer, all of which will be subject to certain vesting conditions.

Principal stockholders 2 changes

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Kevin Vassily is our Chief Financial Officer. His shareholdings do not include 16,269 12,016 RSUs that will be issuable under our 2020 Equity Incentive Plan upon completion of this offering and subject to certain vesting conditions.

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Stock, which share will automatically convert into 10,000 12,500 shares of 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.

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Description of the securities 2 changes

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assuming we sell not less than $15,000,000 of our Common Stock, the Convertible Notes will automatically convert into shares of Common Stock at a conversion price equal to the lesser of (a) $7.00 $5.6 per share, representing a 30% discount to the public offering price per share of the Common Stock in this Offering, or (b) $6.33 $6.32 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 shares of Common Stock immediately prior to the IPO, (y) the 49,286 61,607 shares of Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the 474,170 535,714 shares of 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.

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Notes, the purchasers of the Convertible Notes received three-year warrants entitling the holders to purchase 379,336 428,571 shares of Common Stock which equals 80% of the number of shares of 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.

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Shares eligible for future sale 3 changes

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has not been a public market for our Common Stock. We are in the process of applying to list our Common Stock on the Nasdaq Capital Market under the symbol IPW. Future sales of substantial amounts of shares of our 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 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 25,678,018 shares of Common Stock, which represents 100% of our outstanding common stock, assuming no exercise of the underwriters' over-allotment option, on a fully diluted basis.

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These shares may be sold under Rule 144 or Rule 701 upon expiration of the lock-up agreements At various times thereafter 815,978* 870,384* These shares may be sold under Rule 144 or Rule 701 _______________ * Of this amount, (i) following the completion of this offering, warrants to purchase 415,978 470,384 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.

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stock then outstanding, in the form of Common Stock or otherwise, which will equal approximately 275,502 256,780 shares immediately after this offering; or the average weekly trading volume of our 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.

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Plan of distribution 3 changes

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We have granted to the underwriters

granted to the underwriters an option, exercisable for 45 days from the date of this prospectus supplement, to purchase up to an additional 750,000 450,000 shares of 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 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 Common Stock as the number listed next to each underwriter's name in the preceding table bears to the total number of shares of Common Stock listed next to the names of all underwriters in the preceding table.

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 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 Common Stock as the number listed next to each underwriter's name in the preceding table bears to the total number of shares of Common Stock listed next to the names of all underwriters in the preceding table.

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Recent Sales of Unregistered Securities 2 changes

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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.

a total of $3,000,000 in 6% convertible notes ("Convertible Notes") and warrants to purchase 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 shares of Common Stock at a conversion price equal to the lesser of (a) $7.00 $5.60 per share, representing a 30% discount to the public offering price per share of the Common Stock in this Offering, or (b) $6.33 $6.32 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 shares of Common Stock immediately prior to the IPO, (y) the 49,286 61,607 shares of Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the 474,170 535,714 shares of Common Stock issuable upon conversion of all outstanding Convertible Notes (a "Mandatory Conversion"). 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 37,500 shares of Class A Common Stock.

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Undertakings 3 changes

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Form of Underwriting Agreement. *

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Sixth Amended and Restated Articles of Incorporation of iPower Inc. *

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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 Legal Opinion of Michelman & Robinson LLP. (**) 10.1 2020 Amended and Restated 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. * 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 ** Filed herewith 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 May 5, 7, 2021.

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