iPower: securities offering (amended)

Cover page 20 changes

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Commission on August 18, 2026

Commission on September 9, 2026

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This registration statement relates to the

TO COMPLETION DATED August 18, 2026 SEPTEMBER

Up to 5,873,610 9,636,864 Shares of Common Stock Underlying

$3,149,444 $3,099,444 of Series A Senior Secured Convertible

registration statement relates to the 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 9,636,864 shares (the "Shares") of common stock, par value $0.001 per share (the "common stock"), of iPower Inc. (the "Company"), upon conversion of $3,149,444 $3,099,444 of Series A secured convertible notes issued pursuant to the Purchase Agreement (as defined below) (the "Series A Convertible Notes"). The Shares consist of (i) 2,379,183 shares underlying a $1,249,444 of a Series A Convertible Note, issued July 6, 2026, including interest due thereunder converted at an assumed floor price equal to 20% of the Nasdaq closing price on August 14, 2026, or $0.628; and (ii) 3,494,427 shares underlying a $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.

Purchase Agreement (as defined below) (the "Series A Convertible Notes"). The

Shares consist of (i) 3,966,224 shares underlying a $1,249,444 of a Series A Convertible

Note, issued July 6, 2026, including interest due thereunder, converted at an assumed floor price equal to 20% of the Nasdaq closing price on September 4, 2026, or $0.374; and (ii)

5,670,640 shares underlying a $1,850,000 Series A Convertible Note issued on February 10,

2026, including interest due thereunder, converted at an adjusted floor price of $0.374.

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the Company has sold an aggregate total original principal amount of $12,184,024 in Series A Convertible Notes to the Investor, with

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. To date, the Investor has converted a total of $9,084,580 of the

Investor has converted a total of $9,034,580 of the Series A Convertible Notes, resulting in the conversion of a total of 661,485 678,743 shares of common stock at an average conversion per share conversion price of $13.66 $13.38 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

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 "IPW." On

"IPW." On August 17, September 4, 2026, the closing price of our common stock on the Nasdaq Capital Market was $3.14 per share.

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Prospectus summary 11 changes

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

shares of common stock issuable upon conversion of the $3,149,444 $3,099,444 aggregate principal amount, plus interest, of the Series A Convertible Notes.

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Common Stock Outstanding Immediately Prior to This Offering:

956,733 shares (only

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).

Common Stock Outstanding Immediately after This Offering:

10,593,597 shares (giving

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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The Company may redeem all or any portion of the Series A Convertible

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).

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is based on 939,475 956,733 shares of our common stock outstanding as of August 17, September 9, 2026, and excludes the following:

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Risk factors 5 changes

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are registering shares of our common stock issuable upon conversion of up to $3,149,444 $3,099,444 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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5,873,610 9,636,864 shares of common stock issuable upon conversion of $3,149,444 $3,099,444 aggregate principal amount of Series A Convertible Notes.

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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.

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 August 17, September 9, 2026, our authorized capital stock consists of 180,000,000 shares of common stock, par value $0.001 per share, of which 939,475 956,733 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.

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.

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Use of proceeds 4 changes

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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 9,636,864 shares of common stock underlying $3,149,444 $3,099,444 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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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 August 14, September 9, 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.

In accordance with the terms of a registration

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 upon conversion of the Series A Convertible Notes, including any interest due thereunder through August 14, September 9, 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 11 changes

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The securities are directly held by ATW Digital Asset

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

ATW Digital Asset Opportunities XIV LLC (1)

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

Applicable percentage ownership is based on 939,475 956,733 shares of our common stock outstanding as of August 17, September 9, 2026, and based on 6,813,085 10,593,597 shares of our common stock outstanding after the offering.

Represents (i) 5,670,640

Represents (i) 3,494,427 shares issuable upon conversion of $1,900,000 $1,850,000 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, $0.374, and (ii) 2,379,183 3,966,224 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. $0.374.

This column lists the

This column lists the number of shares of our common stock beneficially owned by this Selling Stockholder as of August 17, September 9, 2026, after giving effect to the Maximum Percentage (as defined above). Without regard to the Maximum Percentage, as of August 17, September 9, 2026, assuming the conversion of all Series A Convertible Notes held by the Selling Stockholder, the Selling Stockholder would beneficially own an aggregate of 5,873,610 9,636,864 shares of our common stock, which represents all of the shares of our common stock underlying the Series A Convertible Notes held by the Selling Stockholder 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.

Where You Can Find More Information 2 changes

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Up to 5,873,610 9,636,864 Shares of Common Stock Underlying

$3,149,444 $3,099,444 of Series A Senior Secured Convertible

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Exhibits 1 change

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To be filed by amendment.

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Undertakings 3 changes

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of the Securities Act of 1933 the registrant has duly caused this amendment no. 2 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 August 18, 2026. September iPOWER INC.

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of the Securities Act of 1933, as amended, this amendment no. 1 2 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 August 18, September 9, 2026 Yi Yang * Director August 18, September 9, 2026 Bennet Tchaikovsky * Director August 18, September 9, 2026 Hanxi Li * Director August 18, September 9, 2026 Yue Guo * By: