iPower: securities offering

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Commission on September 9, 2026

As filed with the Securities and Exchange Commission

Registration No. 333-297399 333-

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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.

TO COMPLETION, DATED SEPTEMBER OCTOBER 15, 2026

9,636,864 Up to 26,459,406 Shares of Common Stock Underlying

$3,099,444 $3,000,000 of Series A Senior Secured Convertible

This registration statement relates to the resale,

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 9,636,864 26,459,406 shares (the "Shares") of common stock, par value $0.001 per share (the "common stock"), of iPower Inc. (the "Company"), upon conversion of $3,099,444 $3,000,000 of Series A secured convertible notes, including interest due thereunder, issued pursuant to the Purchase Agreement (as defined below) (the "Series A Convertible Note"). The Shares issuable upon conversion of the Series A Convertible Notes are calculated using an assumed floor price equal to 20% of the Nasdaq closing price on October 9, 2026, or $0.1359.

On December 22, 2025, the Company entered into the

into certain securities purchase agreement (the "Purchase Agreement"), by and between the Company and the Investor, 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

$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

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

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. closings. Thereafter, following the Company's 1-for-8 reverse stock split completed on May 22, 2026 and its splits described below, the Company filed an additional 1-for-9 reverse stock split completed registration statement on Form S-1 (File No. 333-297399) to re-register the securities issuable under the Series A Notes issued as of August 7, 2026. The Company is now filing this additional registration statement to register additional shares underlying the issued Series A Convertible Notes. Note issued on September 15, 2026.

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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

original principal amount of $15,184,024 in Series A Convertible Notes to the Investor, with $15,000,000 of aggregate original principal amount of Series A Convertible Notes remaining available for issuance. To date, the Investor has converted a total of $11,366,224 of the Series A Convertible Notes, resulting in the conversion of a total of 678,743 3,151,026 shares of common stock at an average per share conversion price of $13.38 $3.61 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 (as defined in the date Series A Convertible Notes) of conversion.

95% of the lowest daily VWAP of the common stock during the seven consecutive trading days ending on the trading day immediately before the conversion notice is delivered.

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Our common stock is traded on the Nasdaq Capital Market under the symbol "IPW." On

September 4, under the symbol "IPW." On October 14, 2026, the closing price of our common stock on the Nasdaq Capital Market was $0.403 per share.

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Prospectus summary 21 changes

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We continue to hold Bitcoin

continue to hold Bitcoin as of August 15, October 13, 2026, but may retain, reduce or sell that position in the future in accordance with our policy and financing documents.

As of October 13, 2026,

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

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* Company-provided values as of August 15, 2026. October 13,

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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).

On December 22, 2025,

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 October 15, 2026, the Investor has converted a total of $11,366,224 of the Series A Notes, resulting in the conversion of a total of 3,151,026 shares at an average conversion per share conversion price of $3.61 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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Distribution Agreement, the Company and GPM agreed that the Company would act as exclusive supplier in the United States, Canada and Mexico for all existing SKUs that have historically been distributed from iPower to GPM, thus allowing iPower to continue in its role of supplier to GPM while divesting of the cost center associated with GPM's sales function. As distributor, supplier, iPower will charge GPM, as supplier, distributor, a price mutually agreed on for each product and has the right to add up to 15% margin on top of the net cost. In addition, GPM will charge iPower a cooperative marketing fee, which will be defined in a subsequent agreement between the parties. Under the Supply and Distribution Agreement, payment on all purchaser purchase orders are due within seven days of GPM's receipt of payment from its customers and amounts identified as "Margin" (i.e., the Company's cost x margin on the SKUs purchased by GPM) may be applied on a dollar-for-dollar as a credit/offset against the outstanding amounts owed under the Promissory Note. The Supply and Distribution Agreement has a term of five years and automatically renews thereafter for subsequent two year terms, unless 90 days' notice is provided prior to the expiration of such term. In addition, the Supply and Distribution Agreement contains standard limitation on liability, indemnification and other provisions standard for an agreement of this nature.

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Up to 26,459,406 shares of common stock issuable upon conversion of the $3,099,444 $3,000,000 aggregate principal amount, plus interest, of the Series A Convertible Notes.

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956,733 shares (only

10,593,597 shares (giving

Common Stock Outstanding Immediately Prior to This Offering:

5,177,213 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:

31,636,619 shares (giving effect only to all of the shares being registered herein and issuable upon conversion of the Series A Convertible Note, and not including shares issuable upon conversion of Series A convertible Notes registered elsewhere).

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We will not receive any proceeds in connection with the Selling

We 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. For a more detailed description of the use of proceeds, see " Use of Proceeds " in this registration statement.

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is based on 956,733 5,177,213 shares of our common stock outstanding as of September 9, October 15, 2026, and excludes the following:

627,315 50,000,000 shares of common stock which are reserved for issuance under our Third Amended and Restated 2020 Equity Incentive Plan, of which a total of 74,039 380,462 shares have been granted and 3,564 3,548 shares remain subject to vesting conditions including (i) 1,994 restricted stock units, and (ii) options to purchase 1,570 1,554 shares of common stock, of which 1,127 shares are vested and the remainder of which remain subject to vesting conditions;

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 registered elsewhere, other than shares under the Series A Convertible Notes that have been converted to date.

Risk factors 18 changes

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Because digital assets

digital assets have no physical existence beyond the record of transactions on the Bitcoin or other blockchain, a variety of technical factors related to the BTH BTC blockchain could also impact the price of BTH. BTC. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard "forks" of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the "Interagency Liquidity Risk Statement," which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.

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We are registering shares of our common

are registering shares of our common stock issuable upon conversion of up to $3,099,444 $3,000,000 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 26,459,406

9,636,864 shares of common stock issuable upon conversion of $3,099,444 $3,000,000 aggregate principal amount of Series A Convertible Notes.

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holder may convert all or any portion of the outstanding principal and accrued interest at any time after the issuance date; provided that, prior to the three-month anniversary of the Issuance Date, the amount of Series A Convertible Notes converted at the Alternate Optional Conversion Price may not exceed an aggregate of $2,000,000.

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.

The holder may convert all or any portion of the

outstanding principal and accrued interest at any time after the issuance date.

The fixed Conversion Price for the Series A Convertible

Note issued on September 15, 2026 is $3.156, subject to adjustment as provided in the Series A Convertible Note.

The holder may elect to convert at an Alternate

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 $0.628 $0.388 per share for each of the February and July Series A Convertible Note issued on September 15, 2026, subject to adjustment.

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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 September 9, 2026, our authorized capital stock consists of 180,000,000 shares of common stock, par value $0.001 per share, of which 956,733 shares of common stock were issued and outstanding;

The 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 October 12, 2026, our authorized capital stock consists of 980,000,000 shares of common stock, par value $0.001 per share, of which 5,177,213 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.

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Use of proceeds 7 changes

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The shares of common stock being offered by the Selling

the Selling Stockholder are those shares issuable to the Selling Stockholder upon conversion of the Series A Convertible Notes, consisting of up to 9,636,864 26,459,406 shares of common stock underlying $3,099,444 $3,000,000 of outstanding principal of the Series A Convertible Notes. Such Note. The Series A Convertible Notes were Note was issued to the Selling Stockholder in a private placements placement which closed on February 10, 2026 and July 6, September 15, 2026. For additional information regarding the issuances issuance of those the Series A Convertible Notes, Note, 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 Note 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.

The table below lists the Selling Stockholder and

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, Note, as of September 9, October 15, 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.

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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, Note, including any interest due thereunder through September 9, October 15, 2026, determined as if all the Series A Convertible Notes were Note was 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.

Under the terms of the Series A Convertible Notes, the Selling

Notes, the Selling Stockholder may not convert the Series A Convertible Notes to the extent such conversion would cause such Selling Stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion (the "Maximum Percentage"), excluding for purposes of such determination shares of common stock issuable upon conversion of such Series A Convertible Notes which have not been converted. The number of shares in the second column reflects this limitation. The Selling Stockholder may sell all, some, or none of its shares in this offering. See " Plan of Distribution ."

Selling Stockholder 10 changes

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Shares of Common Stock to be Sold Pursuant to

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Applicable percentage

Represents (i) 5,670,640

This column lists the

ATW Digital Asset Opportunities XIV LLC (1)

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 956,733 5,177,512 shares of our common stock outstanding as of September 9, October 15, 2026, and based on 10,593,597 31,636,619 shares of our common stock outstanding after the offering.

shares issuable upon conversion of $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 $0.374, and (ii) 3,966,224 Represents 26,459,406 shares issuable upon conversion of $1,249,444 $3,000,000 of a Series A Convertible Note, plus interest, issued to the Selling Stockholder on July 6, September 15, 2026, converted at an assumed floor price of $0.374. $0.1359.

This column lists the number of shares of our common stock beneficially owned by this Selling Stockholder as of September 9, October 15, 2026, after giving effect to the Maximum Percentage (as defined above). Without regard to the Maximum Percentage, as of September 9, October 15, 2026, assuming the conversion of all Series A secured convertible notes held by the Selling Stockholder, including both the Series A Convertible Note and the $2,000,000 Series A convertible note issued to the Selling Stockholder on July 6, 2026 (the "July Convertible Note"), the Selling Stockholder would beneficially own an aggregate of 9,636,864 26,740,339 shares of our common stock, which represents all consisting of the (i) 26,459,406 shares of our common stock underlying the Series A Convertible Notes Note held by the Selling Stockholder (assuming the Series A Convertible Note is converted in full at the floor price of $0.1359 per share), all of which are being registered under this prospectus; and (ii) 280,933 shares of common stock underlying the July Convertible Note held by the Selling Stockholder (assuming the July Convertible Note is converted in full at a floor price of $3.60 per share), 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.

Plan of distribution 1 change

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also sell shares of common stock under Rule 144 promulgated under the Securities Act, of 1933, as amended, if available, rather than under this prospectus. In addition, the Selling Stockholder may transfer the shares of common stock by other means not described in this prospectus. If the Selling Stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholder may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

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Experts 1 change

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Inc. as of June 30, 2024 and June 30, 2025 incorporated by reference in this prospectus have been audited by UHY LLP, independent registered public accounting firm, and HTL International, LLC, independent registered public accounting firm, respectively, as set forth in their report thereon, included therein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated financial statements for the three and nine months ended March 31, 2026 and 2025 incorporated by reference herein are not audited.

Where You Can Find More Information 5 changes

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our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on October 9, 2025; 2, 2026;

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6, 2026 , July 21, 2026 , and August

5, 2026 , and September 15, 2026 ;

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Up to 9,636,864 26,459,406 Shares of Common Stock Underlying

$3,099,444 $3,000,000 of Series A Senior Secured Convertible

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Recent Sales of Unregistered Securities 8 changes

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On September 15, 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, and Rule 506(b) of Regulation D under the Securities Act.

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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.

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On February 10, 2026, pursuant to the terms of

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

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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Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 15, 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 * 23.2 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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Incorporated by reference to the Company's Registration Statement on Form S-1, filed with the SEC on July 10, 2026.

To be filed by amendment.

Undertakings 7 changes

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 September iPOWER INC. October 15, 2026.

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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 power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

of the Securities Act, of 1933, as amended, this amendment no. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. October 13, 2026.

Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board of Directors (principal executive officer, and principal financial officer * and principal accounting officer) /s/ Yi Yang Director September 9, October 15, 2026 Yi Yang * /s/ Bennet Tchaikovsky Director September 9, October 15, 2026 Bennet Tchaikovsky * /s/ Yue Guo Director September 9, October 15, 2026 Yue Guo /s/ Hanxi Li * Director September 9, October 15, 2026 Yue Guo * By: Hanxi Li II- 6