iPower: securities offering (amended)

Cover page 30 changes

As filed with the Securities and Exchange Commission

Commission on August 18, 2026

Registration No. 333- 333-297399

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TO COMPLETION DATED JULY 10, 2026

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

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.

TO COMPLETION DATED August 18, 2026

Up to 27,135,484 5,873,610 Shares of Common Stock Underlying

$22,400,000 $3,149,444 of Series A Senior Secured Convertible

This registration statement relates to the resale,

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

Stockholder") of up to an aggregate of 5,873,610 shares (the "Shares") of common stock, par value $0.001 per share (the "common stock"), of iPower Inc. (the "Company"), upon conversion of certain $3,149,444 of 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 2,379,183 shares underlying a $2,000,000 $1,249,444 of a Series A Convertible Note, issued July 6, 2026, including interest due thereunder converted at a an assumed floor price equal to 20% of $0.40; the Nasdaq closing price on August 14, 2026, or $0.628; and (ii) 1,200,000 3,494,427 shares underlying $400,000 remaining under a $2,000,000 $1,900,000 Series A Convertible Note issued on February 10, 2026, including interest due thereunder, converted at an adjusted floor price of $0.628.

On December 22, 2025, the Company entered into

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

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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

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).

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 and its additional 1-for-9 reverse stock split completed on August 7, 2026, the Company is now filing this additional registration statement to register additional shares underlying the issued Series A Convertible Notes.

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)

$18,000,000 of aggregate original principal amount of Series A Convertible Notes remaining available for issuance. To date, the

Investor has converted a total of $9,034,580 of the Series A Convertible Notes, resulting in the conversion of a total of 661,485 shares at an average conversion per share conversion price of $13.66 on a post-reverse stock split basis (accounting for a 1-for-8 reverse stock split effectuated May 22, 2026 and a 1-for-9 reverse stock split effectuated August 7, 2026). During this time, we did not convert using the Floor Price, as defined in the Series A Convertible Notes, and instead converted at the Alternate Optional

Conversion Price of 95% of the seven day VWAP for each of the seven trading days prior to the date of conversion.

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Our common stock is traded on the Nasdaq Capital Market under the symbol

Market under the symbol "IPW." On July 9, August 17, 2026, the closing price of our common stock on the Nasdaq Capital Market was $1.64 $3.14 per share.

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About this Prospectus 2 changes

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Unless the context otherwise requires, in this

this prospectus, we frequently use the terms "iPower," "we," "our," "us," "our company," and the "Company" to refer to iPower Inc.

Prospectus summary 39 changes

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Building on this foundation, iPower has begun

pursuing strategic initiatives in AI infrastructure-related opportunities and digital asset treasury activities. As an initial step, the Company has made targeted investments intended to provide exposure to emerging AI infrastructure financing opportunities. The Company intends to evaluate these initiatives in a disciplined manner, while remaining focused on asset-light operations, operational efficiency, and long-term value creation.

Building on our supply chain, software and

operating foundation, iPower is pursuing AI infrastructure acquisition, financing, equipment leasing and related opportunities as a current strategic focus. The Company also maintains a limited digital asset treasury ("DAT") position that we began implementing through digital asset purchases beginning in December 2025. Management is currently reducing certain digital asset exposure and prioritizing direct AI infrastructure and related operating opportunities, subject to the restrictions applicable to assets held in the Company's controlled collateral account.

Treasury and Capital Allocation Strategy

initial Digital Asset Treasury ("DAT") strategy in June 2025 and began implementing the DAT strategy through purchases beginning in December 2025. The DAT strategy was initially intended to provide limited balance-sheet exposure to potential appreciation in digital assets and to diversify a portion of our treasury assets. This overall strategy serves to govern our corporate treasury and capital-allocation activity. The strategy, which is overseen by Company management within board-approved policies, is intended to be flexible while helping us manage our capital allocation. Our purpose is not to operate a digital asset investment fund, exchange, broker-dealer, investment advisory business or customer custody business. We do not presently engage an external investment manager to oversee or advise on our investments. Our DAT assets are held with BitGo Trust Company, Inc., a South Dakota chartered trust company, which is a full service digital asset infrastructure company.

December 2025, we acquired approximately 15.1 Bitcoin for approximately $1.325 million and approximately 301.1 Ethereum for approximately $0.884 million. In June 2026, we acquired approximately $1.0 million of USDai and subsequently converted or staked the USDai into sUSDai, a yield-bearing vault/share token associated with the USD.AI protocol, in order to obtain exposure to potential returns associated with AI infrastructure financing. We sold all sUSDAI for approximately $1,002,381 and all Ethereum for approximately $563,391 on August 14, fixed target percentages or minimum allocations for Bitcoin, Ethereum, USDai, sUSDai, other digital assets or cash. The allocation percentages contained in our original financing documents were contractual use-of-proceeds and collateral requirements and were not permanent treasury allocation targets. Subject to our board-approved policy, applicable law and our financing documents, management determines the desired composition of approved asset classes based on operating liquidity, debt servicing and collateral requirements, market volatility and liquidity, custody and protocol risk, expected risk-adjusted returns and available operating opportunities.

Substantially all digital assets, cash and other property held in the applicable controlled accounts, together with related proceeds, are pledged to the Collateral Agent, an affiliate of the Convertible Note Investor, for the benefit of the holders of the Convertible Notes.

we amended the Purchase Agreement with the Investor to permit proceeds from future Additional Optional Closings (as defined in the Purchase Agreement) to be used for any general corporate purpose determined by management. Accordingly, proceeds raised from Additional Optional Closings are not subject to a fixed digital asset allocation and may be used for working capital, repayment of indebtedness, AI infrastructure and other corporate purposes. Assets already held in the controlled collateral account remain subject to the applicable custody-control arrangements and first-priority security interest.

Management determines

the desired asset composition within the controlled account and may request purchases, sales, redemptions and rebalancing involving approved assets. The Collateral Agent has contractual control over the blocked account, and the custodian acts on instructions of the Collateral Agent in accordance with the custody-control arrangement. A sale or redemption within the account changes the form of the collateral but does not release it. Cash or other proceeds remain pledged unless released in accordance with the financing documents.

performance, liquidity and risks of our digital asset holdings and the availability of direct AI infrastructure opportunities, management has shifted our current capital-allocation priority away from additional passive digital asset accumulation and toward AI infrastructure acquisition, financing, equipment leasing and related operating opportunities. We do not have an automatic or recurring digital asset purchase program and are not committed to maintaining a minimum amount of digital assets.

continue to hold Bitcoin as of August 15, 2026, but may retain, reduce or sell that position in the future in accordance with our policy and financing documents.

of August 15, 2026, we held the digital assets and controlled-account cash amounts set forth in the table below.

Held in controlled account

Total assets held in controlled account

Includes cash and digital assets

* Company-provided values as of August 15, 2026.

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While at present the majority of our products

On December 22, 2025,

at present the majority of our products are sourced either in the United States or China, the military conflict between Russia and Ukraine, as well as the ongoing conflict in the Middle East, may nonetheless increase the likelihood of supply chain interruptions and hinder our ability to find the materials we need to make our products. Thus far, as a result of the general global economic disruption, we have experienced a decrease in the speed with which we have been able to purchase new inventory, as well as an increase in costs due to delays in shipping, resulting increase in time with which products remain in our warehouse facilities, thus resulting in reduced profits. In addition, supply chain disruptions may make it harder for us to find favorable pricing and reliable sources for the materials we need, putting upward pressure on our costs and increasing the risk that we may be unable to acquire the materials and services we need to continue to make certain products.

December 22, 2025, the Company entered into the Purchase Agreement with the Investor providing for the purchase by the Investor of a 6% original issue discount (OID) convertible note facility in the aggregate original principal amount of $30,000,000 (the "Convertible Note Facility"), in which the Investor agreed to initially purchase (i) a Series A Convertible Note in the aggregate original principal amount of $5,184,024, and shares of common stock issuable pursuant to the terms of the Series A Convertible Notes in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D as promulgated thereunder, and (ii) $1,815,976 aggregate principal amount of a Series B Convertible Note, and shares of common stock issuable pursuant to the terms of the Series B Convertible Notes in a registered direct offering 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. In addition, pursuant to the Purchase Agreement, the parties closed on an additional $5,000,000 of Series A Convertible Notes (the "Additional Series A Notes") upon effectiveness of a resale registration statement. On July 6, 2026, the Company and the Investor entered into an amendment to the Purchase Agreement for purposes of (i) increasing funds available under the facility by an additional original principal amount of $2,000,000 and (ii) removing restrictions on the use of proceeds for any additional funds obtained through the facility. To date, in addition to the Series B convertible note sold in December 2025, the Company has sold a total of $12,184,024 in Series A convertible notes, with an additional $18,000,000 in Additional Series A Notes remaining available for issuance under the Convertible Note Facility. Digital Offering LLC has acted as placement agent and receives a 6% cash commission for each closing consummated under the Convertible Note Facility.

As of August 17, 2026, the Investor has converted a total of $9,034,580 of the Series A Notes, resulting in the conversion of a total of 661,485 shares at an average conversion per share conversion price of $13.66 on a post-reverse stock split basis (accounting for a 1-for-8 reverse stock split effectuated May 22, 2026 and a 1-for-9 reverse stock split effectuated August 7, 2026).

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May 22, 2026, the Company implemented a 1-for-8 reverse stock split of its common stock, under which every eight issued and outstanding pre-split shares were automatically reclassified into one post-split share with no change in par value, resulting in a proportionate adjustment to outstanding equity awards, warrants, and exercise prices (the "Reverse Split"). Unless otherwise noted, all information contained in this prospectus has been adjusted to reflect the "May Reverse Split").

Effective May 22, August 7, 2026, the Company implemented

a 1-for-9 reverse split of its common stock, under which every nine issued and outstanding pre-split shares were automatically reclassified into one post-split share with no change in par value, resulting in a proportionate adjustment to outstanding equity awards, warrants and exercise prices (the "August Reverse Split," with the August Reverse Split and May Reverse Split together referred to as the "Reverse Splits"). Unless otherwise noted, all information contained in this prospectus has been adjusted to reflect the Reverse Splits. The Reverse Splits had no effect on the total number of authorized shares of common stock or preferred stock.

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Up to 5,873,610 shares of common stock issuable upon

Up to 27,135,484 shares of common stock issuable upon conversion of the $22,400,000 $3,149,444 aggregate principal amount, plus interest, of the Series A Convertible Notes.

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1,891,147 939,475 shares (only giving effect to shares converted to date under the Series B Convertible Notes in conjunction with a registered direct offering and to shares converted to date under the Series A Convertible Notes).

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29,026,631 6,813,085 shares (giving effect to all of the shares being registered herein and issuable upon conversion of the Series A Convertible Notes).

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Investing in our securities involves significant risks. See " Risk

The Company may redeem all or any portion of the Series A Convertible Notes at 10% premium on the conversion amount being redeemed (or 15% premium during an event of default).

Notes at 10% premium on the conversion amount being redeemed (or 15% premium during an event of default).

We will not receive any proceeds in connection with the Selling

will not receive any proceeds in connection with the Selling Stockholder's sale of the shares of common stock underlying the Series A Convertible Notes. However, the Company will receive proceeds upon the sale of the Series A Convertible Notes in any additional closing pursuant to the Purchase Agreement, which proceeds the Company intends to use to pay off existing loans. For a more detailed description of the use of proceeds, see " Use of Proceeds " in this registration statement.

Investing in our securities involves significant risks. See " Risk Factors " on page 9 of this registration statement and in the documents incorporated by reference herein for a discussion of factors you should consider carefully before deciding to invest in our securities.

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is based on 1,891,147 939,475 shares of our common stock outstanding as of July 10, August 17, 2026, and excludes the following:

6,218,385 627,315 shares of common stock which are reserved for issuance under our Amended and Restated 2020 Equity Incentive Plan, of which a total of 30,767 74,039 shares have been granted and 3,564 shares remain subject to vesting conditions including (i) 13,267 1,994 restricted stock units, and (ii) options to purchase 17,500 1,570 shares of common stock, of which 3,240 1,127 shares are vested and the remainder of which remain subject to vesting conditions;

8,681 961 shares of common stock underlying the warrants issued on June 18, 2024, in a registered direct offering; and excludes all shares issuable upon conversion of the Series A Convertible Notes, other than shares under the Series A Convertible Notes that have been converted to date.

Risk factors 66 changes

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Our Digital Treasury Strategy exposes us

Our Digital Treasury

Risks Related to Our Digital Asset Treasury Strategy

Our DAT Strategy exposes us to various risks, including the following:

to various risks, including risks associated with bitcoin.

exposes us to various risks, including the following:

are subject to a first priority security interest and are not freely available for our use or for use by our stockholders. Our digital assets, controlled-account cash and related proceeds are subject to a first-priority security interest and are not freely available to us or our common stockholders. Substantially all digital assets, cash and other property held in the applicable controlled accounts, together with related proceeds, are pledged to the Collateral Agent, an affiliate of the Convertible Note Investor, for the benefit of the holders of the Convertible Notes. The Collateral Agent has contractual control over the blocked custodial account. A sale, redemption or conversion of a digital asset into cash within the account does not release the collateral; the resulting cash remains pledged. We may withdraw or use collateral only if the applicable release conditions are satisfied or the required consent is obtained. If an Event of Default occurs, as defined in the Convertible Notes, the Collateral Agent may take control of and dispose of the collateral and apply the proceeds to the secured obligations before any residual value is available to holders of our common stock. Accordingly, the gross value of our controlled-account assets should not be viewed as unrestricted cash or net asset value available to common stockholders.

digital assets are highly volatile assets. Bitcoin (or BTC) and Ethereum (or ETH) are highly volatile assets. BTC has traded below $57,725 per bitcoin and above $126,279 per bitcoin on the Coinbase exchange (a principal market for bitcoin) in the 12 months preceding the date of this Offering. The trading price of bitcoin significantly decreased during prior periods, and such declines may occur again in the future.

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Treasury Strategy is new, our bitcoin holdings could significantly impact our financial results and the market price of our listed securities.

While our DAT Strategy

is new, our bitcoin holdings could significantly impact our financial results and the market price of our listed securities. Any bitcoin holdings we purchase could significantly affect our financial results. If we continue to invest in bitcoin and increase our overall holdings of bitcoin in the future, they will have an even greater impact on our financial results and the market price of our listed securities.

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Our Digital Treasury

bitcoin primarily using proceeds from equity and debt financings. Our ability to achieve the objectives of our Digital Treasury DAT Strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our Digital Treasury DAT Strategy .

Our DAT Strategy has

Strategy has not been tested and we cannot be certain it will be successful. As we roll out our new Digital Treasury DAT Strategy, we will need to continually examine the risks and rewards of our strategy to acquire and hold BTC and ETH. This strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe BTC, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of BTC declined in recent periods during which the inflation rate increased. If BTC or ETH prices were to decrease or our Digital Treasury DAT Strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

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Changes in the accounting

treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results. We intend to adopt ASU 2023-08 at the inception date of our digital asset holdings, which requires us to measure our holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our digital assets in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our digital asset holdings. Due in particular to the volatility in the price of BTC and ETH, we expect the adoption of ASU 2023-08 to have a material impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying value of our BTC or ETH on our balance sheet. Unrealized fair value gains on our digital asset holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022, and ASU 2023-08 could also have adverse tax consequences.

These impacts could in turn have a material adverse effect on our financial results and the market price of our listed securities. Additionally, as a result of ASU 2023-08 requiring a cumulative-effect adjustment to our opening balance of retained earnings as of inception date of our digital asset holdings and not permitting retrospective restatement of our historical financial statements, our future results will not be comparable to results from periods prior to our adoption of the guidance.

assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of BTC, ETH or stablecoins.

digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of BTC, ETH or stablecoins. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our bitcoin, nor have such events adversely impacted our access to our BTC or ETH, they have, in the short-term, likely negatively impacted the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of BTC or ETH, limit the availability to us of financing collateralized by BTC or ETH or create or expose additional counterparty risks.

in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results. Our digital asset holdings and related transactions may create significant volatility in our reported results and our historical financial statements do not reflect all recent developments. Our financial statements through March 31, 2026 reflected our BTC and ETH acquisitions and related fair-value changes. They do not reflect our June 2026 USDai acquisition, subsequent conversion or staking into sUSDai, or our August 2026 instructions to redeem sUSDai and sell ETH. We adopted ASU 2023-08 on July 1, 2025 and record qualifying digital assets at fair value, with realized and unrealized changes recognized in earnings. As a result, changes in digital asset values and any sale or redemption may materially increase volatility in our reported earnings. The accounting and valuation treatment of sUSDai and related redemption proceeds may involve judgment and may differ from the value displayed by the custodian or protocol dashboard.

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the risks of engaging in the Digital Treasury DAT Strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

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Our we may hold USDai and sUSDai. Such holdings of USDai and sUSDai would expose us to risks specific to the USD.AI protocol and sUSDai's yield-bearing and redemption mechanics. In addition to the risks associated with our Digital Treasury DAT Strategy and digital asset holdings described above, our holdings of USDai and staked USDai, or sUSDai, are will be subject to risks specific to the USD.AI protocol, including risks relating to the protocol's reserve, staking, share-pricing, lending and redemption mechanics. Although USDai is intended to function as a fully backed synthetic dollar, it is not cash or an insured bank deposit, and its redeemability depends on the continued availability and operation of the protocol's supported stablecoin reserves, swap adapters and related processes. sUSDai is a yield-bearing vault/share token rather than a stablecoin, and its value, yield and redemption proceeds depend on the performance, valuation and liquidity of underlying lending positions, unallocated USDai and protocol-administered share-pricing methodology. Redemptions of sUSDai may be asynchronous, queued, subject to timelocks and serviced periodically, and the redemption share price may be lower than the deposit share price or the value reflected in accrued yield, including if underlying loans default, collateral values are impaired, liquidity is unavailable, or the applicable position managers, administrators or governance-controlled processes do not operate as expected. Any inability to redeem USDai or sUSDai when needed, any shortfall between expected and realized redemption value or yield, or any adverse change in the USD.AI protocol, its collateral, loan performance, reserves or redemption process could reduce the value or liquidity of these holdings and adversely affect our liquidity, financial condition and results of operations.

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will commence commenced our Digital Treasury DAT Strategy. following this offering. As a result, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoin.

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we intend to may purchase additional bitcoin in future periods and increase our overall holdings of BTC, ETH or other digital assets, we expect that the proportion of our total assets represented by our Digital Treasury DAT holdings will increase in the future. As a result, and in particular due to our adoption of ASU 2023-08, volatility in our earnings may be significantly more than what we experienced in prior periods.

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Our Digital Treasury Strategy subjects

Our DAT Strategy subjects us to

us to enhanced regulatory oversight.

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holdings enhances the risks inherent in our Digital Treasury DAT Strategy.

we are only just beginning recently began our acquisition of bitcoin, we anticipate that the concentration of our bitcoin holdings will limit the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our Digital Treasury DAT Strategy. Any future significant declines in the price of bitcoin would have a pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.

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a result of our Digital Treasury DAT Strategy, our digital assets are have been concentrated in BTC and ETH holdings. Accordingly, the emergence or growth of digital assets other than BTC or ETH may have a material adverse effect on our financial condition. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a "proof-of-stake" mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.

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upon systems across a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. In the past, hackers have successfully employed a social engineering attack against one of our service providers and misappropriated our digital assets, although, to date, such events have not been material to our financial condition or operating results. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our business.

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we are only just commencing our Digital Treasury DAT Strategy, in the future our assets may be concentrated in bitcoin holdings. While senior SEC officials have stated their view that bitcoin is not a "security" for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an "investment company" under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our Digital Treasury DAT Strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

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For example, although a significant change to our Digital Treasury Strategy would require the approval of our board of directors, no shareholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin.

Our Digital Treasury

Mutual funds, ETFs and

funds, ETFs and their directors and management are subject to extensive regulation as "investment companies" and "investment advisers" under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our Digital Treasury DAT Strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our DAT Strategy would require the approval of our board of directors, no shareholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin.

Strategy exposes us to risk of non-performance by counterparties.

Our DAT Strategy exposes

Digital Treasury Strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty's financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.

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Our management will have broad

have broad discretion in the application of the net proceeds from any offering by the Company and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our common stock to decline and delay the development of additional products and services our pursuit of our new Digital Treasury DAT Strategy. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. We will not receive any proceeds from sales by the Selling Stockholders.

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Historically, the crypto markets

the crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. Further, bitcoin we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered Solana digital assets or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

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Our Digital Treasury Strategy

funds and their directors and management are subject to extensive regulation as "investment companies" and "investment advisers" under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Digital Treasury DAT Strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our board of directors, no stockholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding Solana. digital assets.

We face other risks related to our Digital Treasury DAT Strategy.

Our DAT Strategy exposes

exposes us to various risks, including the following:

bitcoin and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our Digital Treasury DAT Strategy could subject us to enhanced regulatory oversight;

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We are registering shares of our common stock

are registering shares of our common stock issuable upon conversion of up to $20,400,000 $3,149,444 aggregate principal amount of our Series A senior secured convertible promissory notes, which we refer to herein as the "Series A Convertible Notes." The Series A Convertible Notes are senior secured obligations of the Company, bear interest at 10% per annum and are convertible into shares of our common stock.

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We are registering for resale herein up to 27,135,484

5,873,610 shares of common stock issuable upon conversion of $22,400,000 $3,149,444 aggregate principal amount of Series A Convertible Notes.

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The Series A Convertible Notes bear interest at

A Convertible Notes bear interest at 10% per annum, payable monthly on the first trading day of each calendar month. Under the most recently issued $2 million Series A Convertible Note, the first payment commencing October 1, 2026. For the other two outstanding Series A Convertible Notes whose underlying shares are being registered herein, repayment began on March 1, 2026 and June 30, 2026, respectively. Upon the occurrence and during the continuance of an event of default, the interest rate on the Series A Convertible Notes will increase by 7.0% per annum. Interest is payable in shares of common stock, so long as there has been no Equity Conditions Failure or, at the Company's option, in cash or a combination thereof.

Interest is payable in shares of common stock, so long as there has been no Equity Conditions Failure or, at the Company's option, in cash or a combination thereof. Interest payable in shares of common stock will be calculated based on the number of shares equal to the amount of interest payable divided by the Alternate Conversion Price in effect on the applicable interest date.

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The fixed Conversion Price is $2.39 per share,

subject to adjustment as provided in the Series A Convertible Notes.

The holder may elect to convert at an Alternate

The fixed Conversion Price for each of the July 2026 Note and the February 2026 Note is $2.39 and $5.11 per share, respectively, subject to adjustment as provided in the Series A Convertible Notes.

may elect to convert at an Alternate Conversion Price, which provides for conversion at a discounted price based on recent trading VWAP.

Conversion Price, which provides for conversion at a discounted price based on recent trading VWAP. The Alternate Optional Conversion Price is equal to the lower of (i) the Conversion Price or (ii) the greater of (x) the Floor Price or (y) 95% of the lowest VWAP during the seven (7) consecutive trading day period ending on the trading day immediately preceding delivery of the conversion notice. The Alternate Event of Default Conversion Price is equal to the lower of (i) the Conversion Price or (ii) the greater of (x) the Floor Price or (y) 90% of the lowest VWAP during the ten (10) consecutive trading day period ending on the trading day immediately preceding delivery of the conversion notice. The Floor Price is $0.40 $0.628 per share for each of the February and July Note, subject to adjustment.

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The Series A Convertible Notes are convertible

Series A Convertible Notes are convertible into shares of common stock, upon the conversion terms described above and as set forth in the Series A Convertible Notes. As of July 10, August 17, 2026, our authorized capital stock consists of 180,000,000 shares of common stock, par value $0.001 per share, of which 1,891,147 939,475 shares of common stock were issued and outstanding; and 20,000,000 shares of preferred stock, par value $0.001 per share, none of which were issued and outstanding. The authorized and unissued shares of common stock and preferred stock are available for issuance without further action by our stockholders unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock.

Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock.

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Use of proceeds 6 changes

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Selling Stockholder are those shares issuable to the Selling Stockholder upon conversion of the Series A Convertible Notes, consisting of up to (i) 13,200,000 shares of common stock underlying $4,400,000 of outstanding Series A Convertible Notes and (ii) up to 13,935,484 shares issuable upon sale and conversion of up to $18,000,000 of Series A Convertible Notes. Such Series A Convertible Notes were issued to the Selling Stockholder in private placements which closed on February 10, 2026, May 19, 2026 and July 6, 2026, as well as a subsequent private placements that that may occur upon effectiveness of this registration statement and in accordance with the Purchase Agreement.

The shares of common stock being offered by the

the Selling Stockholder are those shares issuable to the Selling Stockholder upon conversion of the Series A Convertible Notes, consisting of up to 5,873,610 shares of common stock underlying $3,149,444 of outstanding principal of Series A Convertible Notes. Such Series A Convertible Notes were issued to the Selling Stockholder in private placements which closed on February 10, 2026 and July 6, 2026. For additional information regarding the issuances of those Convertible Notes, see "Prospectus Summary - Recent Developments - Registered Direct Offering" above. We are registering the shares of common stock issuable upon conversion of the Series A Convertible Notes in order to permit the Selling Stockholder to offer the Shares for resale from time to time. Except as noted in this prospectus, the Selling Stockholder has not had any material relationship with us within the past three years.

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In accordance with the terms of a registration

and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of shares of our common stock held by the Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholder, which number includes the shares underlying the Convertible Notes, as of July 6, August 14, 2026, assuming conversion of the all Convertible Notes issuable to the Selling Stockholder pursuant to the Purchase Agreement have been issued at an additional closing as of the date hereof, taking into account any limitations on conversions set forth therein. The third column lists the maximum number of the shares of common stock being offered in this prospectus by the Selling Stockholder and does not take into account any limitations on conversion of the Series A Convertible Notes set forth therein. The fourth column lists the amount of the shares of common stock owned after the offering, assuming in the sale of all of the Shares of common stock offered by the Selling Stockholder pursuant to this prospectus, and without regard to any limitations on conversions.

with the terms of a registration rights agreement with the Selling Stockholder, this prospectus generally covers the resale of the maximum number of shares of common stock issued or issuable pursuant to upon conversion of the Series A Convertible Notes, including payment of any interest on the Series A Convertible Notes due thereunder through July 6, August 14, 2026, determined as if all Series A Convertible Notes were issued as of the date hereof and were converted in full (without regard to any limitations on conversion contained therein solely for the purpose of such calculation) at the floor price in effect on the date this registration statement was initially filed with the SEC. Because the conversion price and floor price of the Series A Convertible Notes may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.

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Selling Stockholder 9 changes

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Shares of Common Stock to be Sold Pursuant to

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Represents (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).

The securities are directly held by ATW Digital Asset

The securities are directly held by ATW Digital Asset Opportunities XIV LLC, which is wholly owned by ATW Master Fund V LP (the "Fund"), and may be deemed to be beneficially owned by: (i) ATW Partners Opportunities Management LLC, which serves as the investment manager of the Fund; and (ii) Antonio Ruiz-Gimenez and Kerry Propper, who serve as the managing members of the investment manager (the Selling Stockholder and Fund, together with (i) and (ii), the "Reporting Persons"). While the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the securities beneficially owned by the Selling Stockholder, each of the Reporting Persons disclaim beneficial ownership of the Company's securities reported herein. The address of ATW Digital Asset Opportunities XIV LLC is c/o ATW Partners Opportunities Management, LLC, 1 Pennsylvania Plaza, Suite 4810, New York, NY 10119.

Applicable percentage ownership is based on 1,891,147 939,475 shares of our common stock outstanding as of July 10, August 17, 2026, and based on 29,026,631 6,813,085 shares of our common stock outstanding after the offering.

Represents (i) 3,494,427 shares issuable upon conversion of $1,900,000 of a Series A convertible Note, plus interest, issued to the Selling Stockholder on February 10, 2026, converted at an adjusted floor price of $0.628, and (ii) 2,379,183 shares issuable upon conversion of $1,249,444 of a Series A Convertible Note, plus interest, issued to the Selling Stockholder on July 6, 2026, converted at an assumed floor price of $0.628.

This column lists the number of shares of our common stock beneficially owned by this Selling Stockholder as of July 10, August 17, 2026, after giving effect to the Maximum Percentage (as defined above). Without regard to the Maximum Percentage, as of July 10, August 17, 2026, assuming the conversion of all Series A Convertible Notes held by the Selling Stockholder, the Selling Stockholder would beneficially own an aggregate of 28,959,770 5,873,610 shares of our common stock, which consists of (i) an aggregate represents all of 27,135,484 the shares of our common stock underlying the Series A Convertible Notes held by the Selling Stockholder being registered under this prospectus, and (ii) 1,824,286 shares of our common stock underlying that certain Series A Convertible Note, issued on December 23, 2025, the outstanding balance of $886,603 converted at conversion price of $0.486, none of which are being registered under this prospectus.

Assumes the sale of all securities being offered pursuant to this prospectus and no other shares of common stock are acquired by the Selling Stockholder after giving effect to the Maximum Percentage. However, the Selling Stockholder is not obligated to sell all or any portion of the shares of our stock offered pursuant to this prospectus.

However, the Selling Stockholder is not obligated to sell all or any portion of the shares of our stock offered pursuant to this prospectus.

Plan of distribution 2 changes

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The Selling Stockholder and any other person

any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

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Where You Can Find More Information 14 changes

You can read our SEC filings, including the registration statement, over the internet at the SEC's website http://www.sec.gov .

We have filed a registration statement on Form S-1

S-1 with the SEC under the Securities Act with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC's rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to or incorporated in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. You can read our SEC filings, including the registration statement, over the internet at the SEC's website http://www.sec.gov .

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23, 2025 , December 23, 2025 , December 29, 2025 , February 2, 2026 , February 10, 2026 , March 31, 2026 , April 17, 2026 , April 29, 2026 , May 19, 2026 , May 22, 2026 , May 26, 2026 , June 4, 2026 , July 2, 2026 and July 6, 2026 ;

23, 2025 , December 23, 2025 , December

29, 2025 , February 2, 2026 ,

February 10, 2026 , March

31, 2026 , April 17, 2026 , April

29, 2026 , May 19, 2026 , May

22, 2026 , May 26, 2026 , June

4, 2026 , July 2, 2026 , July

6, 2026 , July 21, 2026 , and August

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Up to 27,135,484 5,873,610 Shares of Common Stock Underlying

$22,400,000 $3,149,444 of Series A Senior Secured Convertible

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Recent Sales of Unregistered Securities 9 changes

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On the effective date of this registration statement,

On July 6, 2026, pursuant to the terms of a securities

pursuant to the terms of a securities purchase agreement, dated December 22, 2025, between the Company and the institutional investor named therein, the Company will issue and sell $2,000,000 in Series A Convertible Notes in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation to the terms of a securities purchase agreement between the Company and the institutional investor named therein, the Company issued and sold $5,185,024 $2,000,000 in Series A Convertible Notes in reliance upon an exemption from 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 under the Securities Act.

On May 19, 2026, pursuant to the terms of a securities

purchase agreement, dated December 22, 2025, between the Company and the institutional investor named therein, the Company issued and sold $3,000,000 in Series A Convertible Notes in reliance upon an exemption from 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 under the Securities Act.

On February 10, 2026, pursuant to the terms of

a securities purchase agreement, dated December 22, 2025, between the Company and the institutional investor named therein, the Company issued and sold $2,000,000 in Series A Convertible Notes in reliance upon an exemption from 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 under the Securities Act.

On December 22, 2025, pursuant

to the terms of a securities purchase agreement between the Company and the institutional investor named therein, the Company issued and sold $5,185,024 in Series A Convertible Notes in reliance upon an exemption from 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 under the Securities Act.

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Exhibits 4 changes

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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 August 5, 2026).

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of Joinder to Guaranty, dated July 21, 2026, executed by iPower AI LLC in favor of the Collateral Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 21, 2026).

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To be filed by amendment.

Incorporated by reference to the Company's Registration Statement on Form S-1, filed with the SEC on July 10, 2026.

Undertakings 7 changes

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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 Rancho Cucamonga of the State of California, on July 10, August 18, 2026.

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SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS , that each person whose signature appears below constitutes and appoints Chenlong Tan as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities Act of 1933 and all requirements of the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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) /s/ Yi Yang * Director July 10, August 18, 2026 Yi Yang /s/ Bennet Tchaikovsky * Director July 10, August 18, 2026 Bennet Tchaikovsky /s/ Hanxi Li * Director July 10, August 18, 2026 Hanxi Li /s/ Yue Guo * Director July 10, August 18, 2026 Yue Guo II- 6 * By: