iPower Inc.
For the period ended Jun 30, 2025. Filed Oct 9, 2025.
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.
FY2025 · Filed Oct 9, 2025
IPW$1.43+3.6%Stored close · as of Nov 9, 2026
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 | 6 |
| Item 1B. | Unresolved Staff Comments | 31 |
| Item 1C. | Cybersecurity | 31 |
| Item 2. | Properties | 31 |
| Item 3. | Legal Proceedings | 32 |
| Item 4. | Mine Safety Disclosures | 32 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 33 |
| Item 6. | [Reserved] | 34 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 49 |
| Item 8. | Financial Statements and Supplementary Data | 49 |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 50 |
| Item 9A. | Controls and Procedures | 50 |
| Item 9B. | Other Information | 51 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 51 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 52 |
| Item 11. | Executive Compensation | 57 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 60 |
| Item 13. | Certain Relationship and Related Transactions, and Director Independence | 61 |
| Item 14. | Principal Accounting Fees and Services | 63 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 64 |
| Item 16. | Form 10–K Summary | 67 |
| SIGNATURES | 68 | |
i
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, recession or other unknown or unanticipated general economic upheavals; |
| · | our inability to predict or anticipate the duration or long-term economic effect of the ongoing conflicts between Ukraine and Russia and in the Middle East 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. |
ii
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. and its subsidiaries.
The risks described under the heading “Risk Factors” beginning on page 6 of this Annual Report on Form 10-K may cause us to be unable to realize the full benefits of our strengths and/or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges we face include:
Risks Related to Our Business and Products
| · | We sell proprietary brand offerings, as well as third party brands, which could expose us to various risks. |
| · | Our competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products. |
| · | We may not be able to successfully develop new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles. |
| · | The availability and cost of transportation for our products is vital to our success, and the loss of availability or increase in the cost of transportation or freight costs could have an unfavorable impact on our business, results of operations, financial condition, and cash flows. |
| · | The ongoing conflict between Russia and Ukraine may adversely affect our business, financial condition, or results of operations. |
iii
| · | The occurrence of any epidemic or pandemic, including but not limited to COVID-19 or similar infectious diseases, and any resurgence in related infections, whether in the U.S., China or elsewhere, along with efforts to mitigate their impact, could adversely affect our business, liquidity, operations, financial condition, the business of our suppliers, vendors and logistic partners, and the price of our securities. |
| · | We have a limited operating history on which stockholders and potential investors can evaluate our business or base an investment decision, and are only just now commencing our Digital Treasury Strategy. |
| · | Almost all of our sales are carried out through third-party platforms, including Amazon, Temu, Walmart and eBay; any disruption in our selling efforts on such third party platforms could substantially disrupt our business. |
| · | Poor economic conditions could adversely affect our business. |
| · | Heightened inflation, increased interest rates and other economic conditions including potential recession and credit market disruptions could negatively impact our business. |
| · | Volatile or weakened economic conditions in the U.S. and globally may adversely affect our business and operating results. Moreover, while the recent banking crisis involving the closure of Silicon Valley Bank (“SVB”) and other small banks did not have a material direct impact on our business, continued instability in the global banking system may result in additional bank failures, as well as volatility of global financial markets, either of which may adversely impact our business and financial condition. |
| · | Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing costs. |
| · | We rely heavily on our access to the China markets for the production of our products; should U.S. and China trade relations further deteriorate, and should the ongoing trade war continue, our supply chain, and thus our operations and revenues, could be subject to deleterious effects. |
| · | Our China-based subsidiaries, Dayourenzi (Shenzhen) Technology Co., Ltd. and Daheshou (Shenzhen) Information Technology Co., Ltd., through which we procure the majority of our inventory and overseas logistical support, are owned through contractual agreements, as required by the laws of the PRC. As a result, the Chinese government could potentially exercise significant oversight and/or discretion over the business and operations of our China-based subsidiaries and could potentially intervene in or influence the operations of those businesses at any time. |
| · | We face intense competition that could prohibit us from developing or increasing our customer base. |
| · | If we need additional capital to fund the expansion of our operations, we may not be able to obtain sufficient capital on terms favorable to us and may be forced to limit the expansion of our operations. |
| · | Our business depends substantially on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services. |
| · | If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. |
| · | In order to increase our sales and marketing infrastructure, we will need to grow the size of our organization, and we may experience difficulties in managing this growth. |
| · | Certain of our products may be purchased for use in the cannabis industry and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions. |
| · | Continued federal intervention in certain segments of the cannabis industry may have a negative impact on us. |
| · | Acquisitions, other strategic alliances, and investments could result in operating difficulties, dilution, and other harmful consequences that may adversely impact our business and results of operations. |
| · | Our ongoing investment in and development of our new in-house branded product line is inherently risky and could disrupt our ongoing businesses. |
| · | If we are unable to effectively execute our e-commerce business, our reputation and operating results may be harmed. |
| · | A substantial proportion of our sales occur on Amazon and, as such, should our Company experience any negative actions by Amazon, our sales could be significantly affected. |
iv
| · | Our reliance on third-party manufacturers could harm our business. |
| · | Our reliance on a limited base of suppliers for certain products, such as light ballasts, may result in disruptions to our business and adversely affect our financial results. |
| · | A significant interruption in the operation of our or our suppliers’ facilities could impact our capacity to produce products and service our customers, which could adversely affect revenues and earnings. |
| · | If our suppliers are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to sell our products may be harmed. |
| · | Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations. |
| · | If our suppliers that currently, or in the future, sell directly to the retail market in which we conduct our current or future business, enhance these efforts and cease or decrease their sales through us, our ability to sell certain products could be harmed. |
| · | Our operations may be impaired if our information technology systems fail to perform adequately or if we are the subject of a data breach or cyber-attack. |
| · | We collect, process, store, use, and share information collected from or about purchasers and users of our website and products. The collection and use of personal information, and analysis and sharing of user data and unique identifiers to inform advertising subject us to legislative and regulatory burdens, may expose us to liability, and our actual or perceived failure to adequately protect consumer data could harm our brand, our reputation in the marketplace and our business. |
| · | We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business. |
| · | We may not be able to develop, license or acquire new products, enhance the capabilities of our existing products to keep pace with rapidly changing technology and customer requirements, or successfully manage the transition to new product offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations. |
| · | We have identified certain material weaknesses in our internal control over financial reporting and may experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, as a result of which, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us and, as a result, the value of our common stock. |
| · | We have announced that we may adopt a digital treasury strategy which, if adopted and effectuated, would expose us to various risks, including risks associated with holding Bitcoin and other cryptocurrency assets, including the following: |
| o | Bitcoin and other digital assets are highly volatile assets. |
| o | Bitcoin does not pay interest or dividends. |
| o | Our Bitcoin and other digital asset holdings could significantly impact our financial results and the market price of our listed securities. |
| o | Should we purchase Bitcoin or other digital assets, such acquisition would be completed primarily using proceeds from equity and debt financings. |
v
| o | Any Digital Treasury Strategy is new to our business, has not been tested and we will be unable to assure its success or successful implementation. |
| o | We would be subject to counterparty risks, including in particular risks relating to our custodians. |
| o | The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin and other cryptocurrency or digital assets. |
| o | Changes in the accounting treatment of our Bitcoin or other digital currency holdings could have significant accounting impacts, including increasing the volatility of our results. |
General Risk Factors Related to Our Business
| · | Litigation may adversely affect our business, financial condition, and results of operations. |
| · | If product liability lawsuits are brought against us, we may incur substantial liabilities. |
| · | We may not be able to obtain insurance coverage adequate to cover all significant risk exposures. |
| · | Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows. |
| · | Certain of our products sell on a seasonal basis, resulting in fluctuations in our cash flow, inventory, and accounts payable. |
| · | Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our products and manage our inventory. |
| · | The failure of third parties to meet their contractual, regulatory, and other obligations could adversely affect our business. |
| · | The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate. |
| · | The conflicts between Russia and Ukraine and in the Middle East may have the effect of heightening many of the other risks described in the “Risk Factors” section. |
Risks Related to Doing Business with the Cannabis Industry
| · | While our business includes both the hobbyist gardener, and is not exclusively reliant on the cannabis grower, our growth is nonetheless substantially dependent on the growth and stabilization of the U.S. cannabis market. New California regulations caused licensing shortages and future regulations may create other limitations that decrease the demand for our products. State level regulations adopted in the future may adversely impact our business. |
| · | Legislation and regulations pertaining to the use and cultivation of cannabis have been enacted on both the state and federal government level in the United States. As a result, the laws governing the cultivation and use of cannabis may be subject to change. Any new laws and regulations limiting the use or cultivation of cannabis and any enforcement actions by state and federal governments could indirectly reduce demand for our products and may impact our current and planned future operations. |
| · | Certain of our products may be purchased for use in new and emerging industries and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, future scientific research and public perception. |
| · | Our indirect involvement in the cannabis industry could affect the public’s perception of us and be detrimental to our reputation. |
| · | Businesses involved in the cannabis industry, and investments in such businesses, are subject to a variety of laws and regulations related to money laundering, financial recordkeeping, and regulations surrounding prevention of financial crimes. |
Risks Related to Our Common Stock
| · | If we fail to comply with the continued listing requirements of the Nasdaq Stock Market, it could result in our common stock being delisted, which could adversely affect the market price and liquidity of our securities and could have other adverse effects. |
| · | Our founders, officers and directors may control, and may continue to control, our company for the foreseeable future, including the outcome of matters requiring stockholder approval. |
| · | Future sales of our common stock in the public market could cause the market price of our common stock to decline. |
vi
General Risk Factors Related to our Common Stock
| · | There are risks, including stock market volatility, inherent in owning our common stock. |
| · | We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. |
| · | We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all. |
| · | As a public company, we are subject to increased costs in relation to maintaining SEC and Nasdaq-related reporting requirements and our management is required to devote substantial time to compliance with our public company reporting responsibilities and corporate governance practices. |
| · | As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our common stock. |
| · | We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
| · | Our stockholders will experience further dilution if we issue additional equity or equity-linked securities in the future. |
| · | If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline. |
| · | As an actively-traded Nasdaq-listed company, the market price of our common stock may be volatile. |
| · | In the event of liquidation or dissolution of our company, stockholders may not recoup all or any portion of their investment. |
vii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.