iPower: securities offering

Cover page 47 changes

1 unchanged paragraph

Registration No. 333-292682 333-

38 unchanged paragraphs

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

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 JULY 10, 2026

Up to 27,135,484 Shares of Common Stock Underlying

$22,400,000 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 $22,400,000 or 27,135,484 shares (the "Shares"), of common stock, par value $0.001 per share (the

"common stock"), of iPower Inc. (the "Company"), upon conversion of certain Series A secured convertible notes issued and issuable pursuant to the Purchase Agreement (as defined below) (the "Series A Convertible Notes"). The Shares consist of (i) 6,000,000 shares underlying a $2,000,000 Series A Convertible Note, issued July 6, 2026, including interest due thereunder, converted at a floor price of $0.40; (ii) 1,200,000 shares underlying $400,000 remaining under a $2,000,000 Series A Convertible Note issued on

May 19, 2026, including interest due thereunder, converted at a floor price of $0.40; and 6,000,000 shares underlying a $2,000,000 Series

A Convertible Note issued on February 10, 2026, including interested due thereunder, converted at a floor price of $0.40. In addition, the Company is registering up to 13,935,484 shares issuable upon the sale of up to $18,000,000 of Series A Convertible Notes remaining issuable to the Investor, converted at an alternate conversion price of $1.55, in accordance with the terms of the securities purchase agreement, dated December 22, 2025 (as amended, the "Purchase Agreement"), between the Company and the Investor.

On December 22, 2025, the Company entered into

the Purchase Agreement providing for the purchase by the Investor of (i) up to $30,000,000 6% original issue discount convertible notes facility, with an initial closing of $5,184,024 principal amount of Series A Convertible Notes on December 23, 2025 sold in reliance on an exemption from registration statement afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities

Act"), and Rule 506(b) of Regulation D of the Securities Act, and (ii) $1,815,976 principal amount of series B senior secured convertible notes sold pursuant to an effective registration statement on Form S-3 (SEC File No. 333-274655). The Company then registered $28,184,024 of shares of common stock underlying the Series A Notes on Form S-1 (File No. 333-292682), as amended pursuant to Form S-1MEF (File No.

333-295172), with such Series A Convertible Notes to be issuable from time to time upon sale to the Investor, first as an additional mandatory closing and, thereafter, an additional optional closing. Following the Company's 1-for-8 reverse stock split completed on May 22,

2026, the Company is now filing this additional registration statement to register additional shares underlying the issued and issuable

Series A Convertible Notes.

To date, the Company has sold an aggregate total

original principal amount of $12,184,024 in Series A Convertible Notes to the Investor, with $18,000,000 of aggregate original principal amount of Series A Convertible Notes remaining available for issuance. This registration statement is registering an aggregate of (i)

6,000,000 shares issuable upon conversion of $2,000,000 of a Series A convertible Note issued to the Selling Stockholder on February

10, 2026, converted at a floor price of $0.40, (ii) 1,200,000 shares issuable upon conversion of $400,000 of a $3,000,000 Series A Convertible

Note issued on May 19, 2026, converted at a floor price of $0.40, (iii) 6,000,000 shares issuable upon conversion of $2,000,000 Series

A Convertible Note issued to the Selling Stockholder on July 6, 2026, converted at a floor price of $0.40, and (iv) 13,935,484 shares issuable upon conversion of up to $18,000,000 of tranches of Series A Convertible Notes in accordance with the terms of the Purchase

Agreement, converted at an alternate conversion price of $1.55 (representing 95% of the lowest VWAP over the past seven trading days).

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 costs related to 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 29 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 July 9, 2026, the closing price of our common stock on the Nasdaq Capital Market was $1.64 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 9 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

Exhibits 29 changes

3 unchanged paragraphs

Certificate of Amendment to the Sixth Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 22, 2026).

4 unchanged paragraphs

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

Opinion of Dorsey & Whitney LLP

Form of Securities Purchase Agreement, dated December 22, 2025, between iPower Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed December 23, 2025).

3 unchanged paragraphs

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

– the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Software Asset Transfer Agreement, dated February 1, 2026, between iPower Inc. and Global Product Marketing, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 2, 2026).

Stock Purchase Agreement, dated February 1, 2026, between iPower Inc. and ETTS AI Investment, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 2, 2026).

Promissory Note, dated February 1, 2026, between iPower Inc. and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 2, 2026).

Supply and Distribution Agreement, dated February 1, 2026, between iPower Inc., Global Product Marketing, Inc. and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 2, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 10, 2026).

Addendum to Promissory Note, by and between iPower Inc. and ETTS AI Investment LLC, dated March 26, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 31, 2026).

Sublease Agreement, dated April 2, 2026, between iPower Inc. and Dezheng Logistics Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 17, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 19, 2026).

Supplement to Supply and Distribution Agreement, dated June 30, 2026, between iPower Inc., Global Product Marketing, Inc. and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 2, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 6, 2026).

Form of Amendment to Securities Purchase Agreement, dated July 6, 2026, between iPower Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 6, 2026).

Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed on January 16, 2026) 23.1* Consent of UHY, LLP, independent registered public accounting firm 23.2* 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.

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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