iPower: securities offering (amended)

Cover page 35 changes

1 unchanged paragraph

Registration No. 333- 333-292682

38 unchanged paragraphs

The information in this

preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

TO COMPLETION DATED JANUARY 12, 2026

Up to 5,221,451 Shares of Common Stock Underlying

$28,184,024 of Series A Senior Secured Convertible

This registration statement relates to the resale,

from time to time, by a certain institutional investor or its permitted transferees (the "Investor" or "Selling Stockholder")

of up to an aggregate of $28,184,024 or 5,221,451 shares, of common stock, par value $0.001 per share (the "common stock"), of iPower Inc. (the "Company"), upon conversion of the Series A convertible notes issuable pursuant to the Purchase Agreement (as defined below) (the "Series A Convertible Notes").

On December 22, 2025, the Company entered into

a Securities Purchase Agreement with the Investor (the "Purchase Agreement") providing for the purchase by the Investor of (i) the Series A Convertible Notes, and shares of common stock issuable pursuant to the terms of the Series A Convertible Notes, (the

"Shares") in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of

1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act, and (ii) up to $1,815,976 aggregate principal amount of Series B convertible notes (the

"Series B Convertible Notes," and collectively with the Series A Convertible Notes, the "Convertible Notes") and the shares of common stock issuable pursuant to the terms of the Series B Convertible Notes that were sold pursuant to a currently effective shelf registration statement on Form S-3 (File No. 333-274665), which was declared effective by the SEC on September 29, 2023.

We are not selling any common stock under

this registration statement and will not receive any of the proceeds from the sale or other disposition of shares by the Selling

Stockholder, see " Use of Proceeds ."

The Selling Stockholder or its transferees, pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the Shares described in this registration statement from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the sales of the Shares. We will bear all other costs, expenses, and fees in connection with the registration of the Shares. See " Plan of Distribution " beginning on page 28 for more information about how the Selling Stockholder may sell or dispose of the Shares.

Our common stock is traded on the Nasdaq Capital Market

under the symbol "IPW." On January 9, 2026, the closing price of our common stock on the Nasdaq Capital Market was $6.97 per share.

Investing in our securities involves a high

degree of risk. You should read this prospectus as well as the information incorporated herein by reference carefully before you make your investment decision. See " Risk Factors " beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission

nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.

Any representation to the contrary is a criminal offense.

The date of this prospectus is ,

About this Prospectus

Cautionary Statement Concerning Forward Looking Statements

Plan of Distribution

Where You Can Find More Information

Incorporation by Reference

This Amendment No. 1 (the "Amendment")

is being filed solely for the purpose of updating certain exhibits to the Registration Statement on Form S-1 (File No. 333-292682). As a result, this Amendment consists only of the cover page, this explanatory note, Item 16(a) of Part II to the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibits 16 changes

7 unchanged paragraphs

Opinion of Dorsey & Whitney LLP

of Dorsey & Whitney LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-1 filed on January 12, 2026).

4 unchanged paragraphs

Consent of UHY, LLP, independent registered public accounting firm

of UHY, LLP, independent registered public accounting firm (incorporated by reference to Exhibit 23.1 to the Registration Statement on Form S-1 filed on January 12, 2026).

of HTL International, LLC, independent registered public accounting firm (incorporated by reference to Exhibit 23.2 to the Registration Statement on Form S-1 filed on January 12, 2026).

Whitney LLP (included in Exhibit 5.1 )

(incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-1 filed on January 12, 2026).

Fee Table (incorporated by reference to Exhibit 107 to the Registration Statement on Form S-1 filed on January 12, 2026).

Inline XBRL Instance Document

Consent of HTL International, LLC, independent registered public accounting firm 23.3 * Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 ) 107* Filing Fee Table 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

5 unchanged paragraphs

Pursuant to the requirements

of the Securities Act of 1933, as amended, the registrant has duly caused this amendment no. 1 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rancho Cucamonga of the State of California, on January 16, 2026.

Chairman, Chief Executive Officer and President

Pursuant to the requirements

of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons, in the capacities, and on the dates indicated.

Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board of Directors (Principal Executive Officer and Principal Financial Officer) * Director January 16, 2026 Yi Yang * Director January 16, 2026 Bennet Tchaikovsky * Director January 16, 2026 Hanxi Li * Director January 16, 2026 Yue Guo *By: /s/ Chenlong Tan Chenlong Tan Attorney-in-fact II- 2