iPower Inc
For the period ended Jun 30, 2024. Filed Sep 20, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Sep 20, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 5 |
| Item 1B. | Unresolved Staff Comments | 27 |
| Item 1C. | Cybersecurity | 28 |
| Item 2. | Properties | 28 |
| Item 3. | Legal Proceedings | 28 |
| Item 4. | Mine Safety Disclosures | 28 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 30 |
| Item 6. | [Reserved] | 31 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 45 |
| Item 8. | Financial Statements and Supplementary Data | 46 |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 47 |
| Item 9A. | Controls and Procedures | 47 |
| Item 9B. | Other Information | 48 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 48 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 49 |
| Item 11. | Executive Compensation | 54 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 56 |
| Item 13. | Certain Relationship and Related Transactions, and Director Independence | 57 |
| Item 14. | Principal Accounting Fees and Services | 58 |
| PART IV | ||
| Item 15. | Exhibit and Financial Statement Schedules | 59 |
| Item 16. | Form 10–K Summary | 62 |
| SIGNATURES | 63 | |
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis and Results of Operations, the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward-looking statements include statements concerning the following:
| · | our inability to predict or anticipate the occurrence and duration of any economic and business consequences that may be caused by any epidemic, including the ongoing COVID-19 pandemic; |
| · | our inability to predict or anticipate the duration or long-term economic effect of the ongoing conflict between Ukraine and Russia and any potential supply chain issues that may result; |
| · | our limited operating history; |
| · | our future results of operations; |
| · | our current and future capital requirements necessary to support our efforts to open or acquire new complimentary businesses and channels of trade; |
| · | our cash needs and financial plans; |
| · | our competitive position; |
| · | seasonality and how it may impact consumer behavior and resulting sales; |
| · | our dependence on consumer interest in growing crops with the equipment and other products that we offer; |
| · | evolving laws surrounding cannabis on a local, state, and federal level; |
| · | the effectiveness of our internal controls; |
| · | our dependence on third parties to manufacture and sell us inventory; |
| · | our ability to maintain or protect our intellectual property; |
| · | our ability to innovate and develop new intellectual property to continue enhancing our product and service offerings; |
| · | our ability to protect our systems from unauthorized intrusions or theft of proprietary information; |
| · | our ability to retain key members of our executive team; |
| · | our ability to maintain our relationships with third-party vendors and suppliers; |
| · | our ability to internally develop products and intellectual property; |
| · | our ability to achieve expected technological advances by us or by third parties and our ability to leverage such advances; |
| · | our potential growth opportunities; |
| · | interpretations of current laws and the passage of future laws; |
| · | acceptance of our business model by investors; |
| · | the accuracy of our estimates regarding expenses and capital requirements; |
| · | our ability to sell additional products and services to customers; |
| · | our ability to adequately support growth; |
| · | our ability to ensure consistency in the quality of our products and the quality and costs of our supply chain, including management of freight costs; |
| · | any disruption to third party sales platforms, including Amazon.com, Walmart and eBay, through which we derive approximately 99% of our current revenues; and |
| · | potential disruption of our business and supply chain as a result of any conflicts or trade wars between China and the U.S., as well as increased tariffs on the products which we import. |
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In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the reports we file with the Securities and Exchange Commission, or the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read this Annual Report, the documents that we reference in this Annual Report and the documentation we have filed as exhibits thereto with the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect.
Forward-looking statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates, and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and/or “our” in this Annual Report refer to iPower Inc.
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