IPW · iPower Inc.

iPower Inc. filed this S-1MEF registration statement on April 17, 2026, pursuant to Rule 462(b) to register an additional 21,870,923 shares of its common stock, par value $0.001 per share, underlying senior secured Series A Convertible Notes issued on December 22, 2025, and February 10, 2026. This registration becomes necessary due to an adjustment in the Floor Price defined in those notes, dropping from $2.27 per share to $0.22 per share, which significantly expands the number of shares issuable upon conversion. The filing calculates the registration fee at $665 based on a maximum aggregate offering price of $4,811,603.06 using Rule 457(a), reflecting the adjusted conversion economics. This follows a prior S-1 registration (File No. 333-292682), initially filed January 12, 2026, and declared effective January 20, 2026, which covered 5,221,451 shares with an aggregate offering price of $32,754,162.12, indicating this is an incremental registration rather than a primary IPO.

The offering mechanics highlight substantial potential dilution for existing shareholders, as the lower floor price enables noteholders to convert into far more shares than originally anticipated. No use of proceeds is specified, as this registration relates directly to note conversions rather than a new capital raise. Legal counsel Dorsey & Whitney LLP provides a clean opinion in Exhibit 5.1, confirming that shares issued upon conversion per the notes' terms will be validly issued, fully paid, and non-assessable, subject to Nevada corporate law and federal securities laws. This opinion relies on examination of the notes and the company's Sixth Amended and Restated Articles of Incorporation.

Management is led by Chenlong Tan, who holds the roles of Chief Executive Officer, Interim Chief Financial Officer, and Chairman, signing the registration statement from Rancho Cucamonga, California. Other directors include Yi Yang, Bennet Tchaikovsky, Hanxi Li, and Yue Guo, with powers of attorney executed via Tan. Auditor consents from HTL International, LLC (for FY ended June 30, 2025, report dated October 9, 2025) and UHY LLP (for FY ended June 30, 2024, report dated September 20, 2024) support incorporation by reference from the company's 10-K filings, signaling continuity in financial reporting despite a change in auditors.

For investors, this filing underscores the impact of the floor price reset, which could pressure the stock price given the increased share supply risk upon conversion. The prior registration's effectiveness provides a base, but the adjustment reveals leverage terms that shifted adversely post-issuance, a key watch point for dilution and noteholder influence. No specific business details emerge here, focusing purely on securities registration compliance, but the structured notes suggest prior financing needs met through convertible debt amid potentially challenging equity markets.