iPower Inc.

Table of Contents

As filed with the Securities and Exchange Commission on October 15, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-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 26,459,406 Shares of Common Stock Underlying

$3,000,000 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 26,459,406 shares (the “Shares”) of common stock, par value $0.001 per share (the “common stock”), of iPower Inc. (the “Company”), upon conversion of $3,000,000 of Series A secured convertible notes, including interest due thereunder, issued pursuant to the Purchase Agreement (as defined below) (the “Series A Convertible Note”). The Shares issuable upon conversion of the Series A Convertible Notes are calculated using an assumed floor price equal to 20% of the Nasdaq closing price on October 9, 2026, or $0.1359.

On December 22, 2025, the Company entered into the certain securities purchase agreement (the “Purchase Agreement”), by and between the Company and the Investor, 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, additional optional closings. Thereafter, following the reverse stock splits described below, the Company filed an additional registration statement on Form S-1 (File No. 333-297399) to re-register the securities issuable under the Series A Notes issued as of August 2026. The Company is now filing this registration statement to register shares underlying the Series A Convertible Note issued on September 15, 2026.

To date, the Company has sold an aggregate total original principal amount of $15,184,024 in Series A Convertible Notes to the Investor, with $15,000,000 of aggregate original principal amount of Series A Convertible Notes remaining available for issuance. To date, the Investor has converted a total of $11,366,224 of the Series A Convertible Notes, resulting in the conversion of a total of 3,151,026 shares of common stock at an average per share conversion price of $3.61 on a post-reverse stock split basis (accounting for a 1-for-8 reverse stock split effectuated May 22, 2026 and a 1-for-9 reverse stock split effectuated August 7, 2026). During this time, we did not convert using the Floor Price, as defined in the Series A Convertible Notes, and instead converted at the Alternate Optional Conversion Price (as defined in the Series A Convertible Notes) of 95% of the lowest daily VWAP of the common stock during the seven consecutive trading days ending on the trading day immediately before the conversion notice is delivered.

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 October 14, 2026, the closing price of our common stock on the Nasdaq Capital Market was $0.403 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.