iPower Inc.

Previous wording

The Company filed a preliminary information statement on Schedule 14C (the “Schedule 14C”) with the SEC on January 7, 2026. Following any SEC review, the Company will then finalize and mail the Schedule 14C to stockholders as of the December 22, 2025 record date.

Current wording

The Company filed a preliminary information statement on Schedule 14C (the “Schedule 14C”) with the SEC on January 7, 2026 and a definitive information statement on Schedule 14C on January 21, 2026.

Previous wording

Gross profit was $3,138,922 for the three months ended December 31, 2025 as compared to $8,389,886 for the three months ended December 31, 2024. While the gross profit ratio of the product sales revenues decreased to 44% for the three months ended December 31, 2025 from 46.3% for the three months ended December 31, 2024, the overall gross profit ratio of the total sales revenues for the three months ended December 31, 2025 and 2024 was 44%. The decrease in the gross profit ratio of the product sales revenues was primarily driven by increases in product costs.

Current wording

Gross profit was $755,549 for the three months ended March 31, 2026 as compared to $6,855,460 for the three months ended March 31, 2025. While the gross profit ratio of the product sales revenues decreased to 21.6% for the three months ended March 31, 2026 from 44.7% for the three months ended March 31, 2025, the overall gross profit ratio of the total sales revenues for the three months ended March 31, 2026 and 2025 was 21.6% and 42.7%. The decrease in the gross profit ratio of the product sales revenues was due to the changes in the Company’s business strategy resulting from the sale of the Company’s subsidiaries, as discussed above.

Previous wording

Income (loss) from operations was $(2,437,977) for the three months ended December 31, 2025 as compared to $683,607 of income from operations for the three months ended December 31, 2024. The decrease in income was primary due to the combination of decrease in sales and operating expenses as discussed above.

Current wording

Loss from operations was $1,144,261 for the three months ended March 31, 2026 as compared to $334,504 of loss from operations for the three months ended March 31, 2025. The increase in loss was primary due to the changes in business strategies resulted from the sale of the Company’s subsidiaries as discussed above.

Previous wording

Other income (expense) consists of interest expense and other non-operating income (expense). Other income (expense) for the three months ended December 31, 2025 was $424,188 as compared to $(347,432) for the three months ended December 31, 2024. The increase in other income was mainly due to combination of the increase in other non-operating income of $639,109 resulted from refund of Employee Retention Tax Credit, change in fair value of derivative liability, and gain on disposal of vehicle.

Current wording

Other expense consists of interest expense and other non-operating income (expense). Other expense for the three months ended March 31, 2026 was $4,463,615 as compared to $47,713 for the three months ended March 31, 2025. The increase in other expenses was mainly due to the increase in interest expenses, unrealized loss on digital assets, loss on extinguishment of debt resulted from conversion of convertible note payable, and goodwill impairment loss during the quarter ended March 31, 2026.

Previous wording

Net income (loss) attributable to iPower Inc. for the three months ended December 31, 2025 was $(1,193,281) as compared to $218,819 for the three months ended December 31, 2024, representing an increase in net loss of $1,412,100, which was primarily due to a combination of the increase in loss from operations and the increase in other income as discussed above.

Current wording

Net loss attributable to iPower Inc. for the three months ended March 31, 2026 was $3,454,878 as compared to $339,599 for the three months ended March 31, 2025, representing an increase in net loss of $3,115,279, which was primarily due to the combination of increase in other expenses and gain from discontinued operations resulted from the sale of the Company’s subsidiaries, as discussed above.

Previous wording

Comprehensive income (loss) attributable to iPower Inc. for the three months ended December 31, 2025 was $(1,193,660) as compared to $374,949 for the three months ended December 31, 2024, representing an increase in comprehensive loss of $1,568,609. The increase was due to the reasons discussed above, along with a decrease in other comprehensive income of $156,509 due to reduced foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our subsidiary and VIE in the PRC, to USD, the reporting currency of the Company.

Current wording

Comprehensive loss attributable to iPower Inc. for the three months ended March 31, 2026 was $3,470,621 as compared to $437,155 for the three months ended March 31, 2025, representing an increase in comprehensive loss of $3,033,466. The increase was due to the reasons discussed above, along with a decrease in other comprehensive loss of $81,813 due to reduced foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our subsidiary and VIE in the PRC, to USD, the reporting currency of the Company.

Previous wording

Revenues for the six months ended December 31, 2025 decreased 49.7% to $19,151,069 as compared to $38,081,092 for the six months ended December 31, 2024. While pricing remained stable, the decrease was mainly due to the combination of decreased orders from Amazon and disruption of product supply during the six months ended December 31, 2025. In addition, the Company also experienced a significant decrease in Amazon orders due to uncertainty over tariffs during the six months ended December 31, 2025.

Current wording

Revenues for the nine months ended March 31, 2026 decreased 64.8% to $18,523,681 as compared to $52,645,059 for the nine months ended March 31, 2025. While pricing remained stable, the decrease was mainly due to the combination of decreased orders from Amazon and disruption of product supply during the nine months ended March 31, 2026. The Company also experienced a significant decrease in Amazon orders due to uncertainty over tariffs during the nine months ended March 31, 2026. In addition, The Company completed a sale of its subsidiaries on February 1, 2026.

Previous wording

Costs of revenues for the six months ended December 31, 2025 decreased 47.2% to $11,205,623 as compared to $21,203,309 for the six months ended December 31, 2024. The decrease was primarily due to a combination of the costs related to the logistics service income and the decrease in sales.

Current wording

Costs of revenues for the nine months ended March 31, 2026 decreased 60.7% to $11,686,197 as compared to $29,748,154 for the nine months ended March 31, 2025. The decrease was primarily due to a combination of the costs related to the logistics service income and the decrease in product sales as discussed above.

Previous wording

Gross profit was $7,945,446 for the six months ended December 31, 2025 as compared to $16,877,783 for the six months ended December 31, 2024. While the overall gross profit ratio of the total sales revenues decreased to 41.5% for the six months ended December 31, 2025 from 44.3% for the six months ended December 31, 2024, the gross profit ratio of product sales revenue for the six months ended December 31, 2025 and 2024 was 44.0% and 46.0%, respectively. The decrease in the gross profit ratio was primarily driven by the decrease in the logistics service income and secondarily by increases in freight costs and product costs.

Current wording

Gross profit was $6,837,484 for the nine months ended March 31, 2026 as compared to $22,896,905 for the nine months ended March 31, 2025. While the overall gross profit ratio of the total sales revenues decreased to 36.9% for the nine months ended March 31, 2026 from 43.5% for the nine months ended March 31, 2025, the gross profit ratio of product sales revenue for the nine months ended March 31, 2026 and 2025 was 39.1% and 45.3%, respectively. The decrease in the gross profit ratio was primarily driven by the decrease in the logistics service income, increase in product costs and the changes in the Company’s business strategy resulting from the sale of the Company’s subsidiaries, as discussed above.

Previous wording

Operating expenses for the six months ended December 31, 2025 decreased 36.2% to $12,078,602 as compared to $18,940,610 for the six months ended December 31, 2024. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $2.3 million as a result of decreased sales and costs related to advertising, merchant fees, rental expenses and delivery fees, and a decrease in general and administrative expenses of $4.6 million, which included payroll expenses, stock-based compensation expense, insurance expenses, allowance for credit losses, travel expenses and other operating expenses. The decrease in general and administrative expenses was primarily attributable to the implementation of a cost-cutting plan during the current period, as compared to the prior-year period which included expenses related to the expansion of our vendor network, the development of the SuperSuite platform, and an increase in the allowance for credit losses and inventory reserves totaling $1.8 million for the six months ended December 31, 2024.

Current wording

Operating expenses for the nine months ended March 31, 2026 decreased 53.4% to $11,978,080 as compared to $25,720,971 for the nine months ended March 31, 2025. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $8.3 million as a result of decreased sales and costs related to advertising, merchant fees, rental expenses and delivery fees, and a decrease in general and administrative expenses of $5.4 million, which included payroll expenses, stock-based compensation expense, insurance expenses, allowance for credit losses, travel expenses and other operating expenses. The decrease in general and administrative expenses was primarily attributable to the implementation of cost-cutting measures during the current period, compared to the prior-year period, which included expenses related to the expansion of the Company’s vendor network, development of the SuperSuite platform, and increases in the allowance for credit losses and inventory reserves totaling approximately $1.9 million for the nine months ended March 31, 2025. In addition, the decrease was attributable to changes in the Company’s business strategy resulting from the sale of the Company’s subsidiaries, as discussed above.

Previous wording

Loss from operations was $4,133,156 for the six months ended December 31, 2025 as compared to $2,062,827 for the six months ended December 31, 2024. The increase in loss was primary due to the combination of decrease in sales and operating expenses as discussed above.

Current wording

Loss from operations was $5,140,596 for the nine months ended March 31, 2026 as compared to $2,824,066 for the nine months ended March 31, 2025. The increase in loss was primary due to the combination of decrease in sales and operating expenses as discussed above.

Previous wording

Other income (expense) consists of interest expense and other non-operating income (expense). Other income (expense) for the six months ended December 31, 2025 was $1,122,135 as compared to $(269,627) for the six months ended December 31, 2024. The increase in other income was mainly due to combination of the increase in other non-operating income of $1,219,713 resulted from discounted settlement and write-offs of aged accounts payable, recognition of loss on deconsolidation of VIE, a decrease in interest, including amortization of debt discount, on the revolving loan of $73,924 during the six months ended December 31, 2025 resulted from the termination of the revolving ABL, refund of Employee Retention Tax Credit, change in fair value of derivative liability, and gain on disposal of vehicle.

Current wording

Other expense consists of interest expense and other non-operating income (expense). Other expense for the nine months ended March 31, 2026 was $3,291,599 as compared to $317,788 for the nine months ended March 31, 2025. The increase in other expenses was mainly due to combination of the increase in other non-operating income of $1,236,219 resulted from discounted settlement and write-offs of aged accounts payable, recognition of loss on deconsolidation of VIE and subsidiaries, unrealized loss on digital assets, loss on extinguishment of debt resulted from conversion of convertible note payable, and goodwill impairment loss, an increase in interest expense, including amortization of debt discount on the convertible notes, refund of Employee Retention Tax Credit, change in fair value of derivative liability, and gain on disposal of vehicle, during the nine months ended March 31, 2026

Previous wording

Net loss attributable to iPower Inc. for the six months ended December 31, 2025 was $1,726,929 as compared to $1,810,462 for the six months ended December 31, 2024, representing a decrease in net loss of $83,533, which was primarily due to the combination of increase in loss from operations and the increase in other income as discussed above.

Current wording

Net loss attributable to iPower Inc. for the nine months ended March 31, 2026 was $5,181,807 as compared to $2,150,061 for the nine months ended March 31, 2025, representing an increase in net loss of $3,031,746, which was primarily due to the combination of increase in loss from operations, the increase in other expenses, and the gain from discontinued operations resulted from the sale of the Company’s subsidiaries, as discussed above.

Previous wording

Comprehensive loss attributable to iPower Inc. for the six months ended December 31, 2025 was $1,702,365 as compared to $1,709,386 for the six months ended December 31, 2024, representing a slight decrease in comprehensive loss of $7,021, which was due to the reasons discussed above, along with a decrease in other comprehensive income of $76,512 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our subsidiary and VIE in the PRC, to USD, the reporting currency of the Company.

Current wording

Comprehensive loss attributable to iPower Inc. for the nine months ended March 31, 2026 was $5,172,986 as compared to $2,146,541 for the nine months ended March 31, 2025, representing an increase in comprehensive loss of $3,026,445, which was due to the reasons discussed above, along with an increase in other comprehensive income of $5,301 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our subsidiary and VIE in the PRC, to USD, the reporting currency of the Company.

Previous wording

During the six months ended December 31, 2025, we primarily funded our operations with cash and cash equivalents generated from operations, borrowing from related party, as well as through borrowings under our credit facility from JPMorgan Chase Bank (“JPM”) and close of a convertible notes financing on December 23, 2025. Additionally, on June 18, 2024, we closed on a registered direct offering of 69,445 shares of common stock (the “Shares”) and a concurrent private placement of warrants to purchase up to 69,445 shares of common stock (the “Warrants”), which Shares and Warrants were sold for aggregate gross proceeds of $5,000,002. As of December 31, 2025, we had cash and cash equivalents of $2,011,738, representing a $3,848 increase from $2,007,890 in cash as of June 30, 2025. The cash increase was primarily due to the combined result of cash provided by operating activities, cash used in investing activities and financing activities resulting from our payments to pay down the JPM revolving line of credit and proceeds from convertible notes.

Current wording

During the nine months ended March 31, 2026, we primarily funded our operations with cash and cash equivalents generated from operations, borrowing from related party, as well as through borrowings under our credit facility from JPMorgan Chase Bank (“JPM”) and close of a convertible notes financing on December 23, 2025. Additionally, on June 18, 2024, we closed on a registered direct offering of 69,445 shares of common stock (the “Shares”) and a concurrent private placement of warrants to purchase up to 69,445 shares of common stock (the “Warrants”), which Shares and Warrants were sold for aggregate gross proceeds of $5,000,002. As of March 31, 2026, we had cash and cash equivalents of $713,685, representing a $1,294,205 decrease from $2,007,890 in cash as of June 30, 2025. The cash decrease was primarily due to the combined result of cash provided by operating activities, cash used in investing activities and financing activities resulting from our payments to pay down the JPM revolving line of credit and proceeds from convertible notes.

Previous wording

As of December 31, 2025 and June 30, 2025, our working capital was $6.7 million and $4.9 million, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital. We anticipate that past historical trends to remain in place through the balance of the fiscal year with working capital remaining near this level for the foreseeable future.

Current wording

As of March 31, 2026 and June 30, 2025, our working capital was $7.9 million and $4.9 million, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital. We anticipate that past historical trends to remain in place through the balance of the fiscal year with working capital remaining near this level for the foreseeable future.

Previous wording

Our largest source of cash provided by operations is from sales of products. Our primary uses of cash from operating activities include payments to suppliers for products, to employees for compensation, and other general expenses. Net cash provided by (used in) operating activities for the six months ended December 31, 2025 and 2024 was $763,906 and $(1,387,926), respectively. The increase in cash provided by operating activities mainly resulted from an increase in cash received from customers, which was partially offset by an increase in cash paid for cost of revenues and operating expenses.

Current wording

Our largest source of cash provided by operations is from sales of products. Our primary uses of cash from operating activities include payments to suppliers for products, to employees for compensation, and other general expenses. Net cash provided by (used in) operating activities for the nine months ended March 31, 2026 and 2025 was $430,399 and $(500,214), respectively. The increase in cash provided by operating activities mainly resulted from an increase in cash received from customers, which was partially offset by an increase in cash paid for cost of revenues and operating expenses.

Previous wording

Net cash used in investing activities for the six months ended December 31, 2025 and 2024 was $5,593,628 and $664,366, respectively. The increase was mainly due to deconsolidation of VIE cash, payments made for investment in joint venture, purchase of digital assets, and prepayments made for software developments during the quarter ended December 31, 2025.

Current wording

Net cash used in investing activities for the nine months ended March 31, 2026 and 2025 was $5,671,074 and $1,519,928, respectively. The increase was mainly due to deconsolidation of VIE and subsidiaries cash, payments made for investment in joint venture, purchase of digital assets, and prepayments made for software developments during the quarter ended March 31, 2026.

Previous wording

Net cash provided by (used in) in financing activities was $4,822,051 and $(2,558,389), respectively, for the six months ended December 31, 2025 and 2024. The increase in net cash provided by financing activities was primarily due to a combination of proceeds from a convertible note financing and payments on the revolving loan.

Current wording

Net cash provided by (used in) in financing activities was $3,937,784 and $3,168,925, respectively, for the nine months ended March 31, 2026 and 2025. The increase in net cash provided by financing activities was primarily due to a combination of proceeds from a convertible note financing and payments on the revolving loan.

Previous wording

During the six months ended December 31, 2025 and 2024, the Company performed a qualitative goodwill impairment analysis following the steps laid out in ASC 350-20-35-3C and noted no goodwill impairment. As of December 31, 2025 and June 30, 2025, the goodwill balance amounted to $3,034,110 and $3,034,110, respectively.

Current wording

During the nine months ended March 31, 2026, the Company performed a goodwill impairment analysis following the steps laid out in ASC 350 and noted goodwill impairment due to the decrease in the Company’s share price. As of March 31, 2026 and June 30, 2025, the goodwill balance amounted to $0 and $3,034,110, respectively.

Previous wording

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the six months ended December 31, 2025:

Current wording

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the nine months ended March 31, 2026:

Previous wording

The Company reviews the recoverability of long-lived assets, including intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. The Company did not record any impairment charge for the six months ended December 31, 2025 and 2024.

Current wording

The Company reviews the recoverability of long-lived assets, including intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. The Company did not record any impairment charge for the nine months ended March 31, 2026 and 2025.