iPower Inc.

Table of Contents

As filed with the Securities and Exchange Commission on July 10, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

iPower Inc.

(Exact name of registrant as specified in its charter)

8798 9th Street

Rancho Cucamonga, CA 91730

**(626) 863-7344 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chenlong Tan

Chief Executive Officer

8798 9th Street

Rancho Cucamonga, CA 91730

(626) 863-7344

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Megan J. Penick Esq.

Dorsey & Whitney LLP

51 W 52nd St.

New York, NY 10019

(212) 415-9200

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Up to 27,135,484 Shares of Common Stock Underlying

$22,400,000 of Series A Senior Secured Convertible Notes

iPower Inc.

This 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 $22,400,000 or 27,135,484 shares (the “Shares”), of common stock, par value $0.001 per share (the “common stock”), of iPower Inc. (the “Company”), upon conversion of certain Series A secured convertible notes issued and issuable pursuant to the Purchase Agreement (as defined below) (the “Series A Convertible Notes”). The Shares consist of (i) 6,000,000 shares underlying a $2,000,000 Series A Convertible Note, issued July 6, 2026, including interest due thereunder, converted at a floor price of $0.40; (ii) 1,200,000 shares underlying $400,000 remaining under a $2,000,000 Series A Convertible Note issued on May 19, 2026, including interest due thereunder, converted at a floor price of $0.40; and 6,000,000 shares underlying a $2,000,000 Series A Convertible Note issued on February 10, 2026, including interested due thereunder, converted at a floor price of $0.40. In addition, the Company is registering up to 13,935,484 shares issuable upon the sale of up to $18,000,000 of Series A Convertible Notes remaining issuable to the Investor, converted at an alternate conversion price of $1.55, in accordance with the terms of the securities purchase agreement, dated December 22, 2025 (as amended, the “Purchase Agreement”), between the Company and the Investor.

On December 22, 2025, the Company entered into the Purchase Agreement 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 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 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. Following the Company’s 1-for-8 reverse stock split completed on May 22, 2026, the Company is now filing this additional registration statement to register additional shares underlying the issued and issuable Series A Convertible Notes.

To date, the Company has sold an aggregate total 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. This registration statement is registering an aggregate of (i) 6,000,000 shares issuable upon conversion of $2,000,000 of a Series A convertible Note issued to the Selling Stockholder on February 10, 2026, converted at a floor price of $0.40, (ii) 1,200,000 shares issuable upon conversion of $400,000 of a $3,000,000 Series A Convertible Note issued on May 19, 2026, converted at a floor price of $0.40, (iii) 6,000,000 shares issuable upon conversion of $2,000,000 Series A Convertible Note issued to the Selling Stockholder on July 6, 2026, converted at a floor price of $0.40, and (iv) 13,935,484 shares issuable upon conversion of up to $18,000,000 of tranches of Series A Convertible Notes in accordance with the terms of the Purchase Agreement, converted at an alternate conversion price of $1.55 (representing 95% of the lowest VWAP over the past seven trading days).

We are not selling any common stock under this registration statement and will not receive any of the proceeds from the sale or other disposition of shares by the Selling Stockholder, see “Use of Proceeds.”

The Selling Stockholder or its transferees, pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the Shares described in this registration statement from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholder will bear all costs related to commissions and discounts, if any, attributable to the sales of the Shares. We will bear all other costs, expenses and fees in connection with the registration of the Shares. See “Plan of Distribution” beginning on page 29 for more information about how the Selling Stockholder may sell or dispose of the Shares.

Our common stock is traded on the Nasdaq Capital Market under the symbol “IPW.” On July 9, 2026, the closing price of our common stock on the Nasdaq Capital Market was $1.64 per share.

Investing in our securities involves a high degree of risk. You should read this prospectus as well as the information incorporated herein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.