What changed in this filing

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Item 9A. Controls and Procedures

2022-09-28 compared with 2021-09-28 · 258 added, 263 removed, 420 unchanged (55% of the section changed)

29 unchanged sentences

Report on Internal Control Over Financial Reporting

Our principal executive

officer and our principal accounting and financial officer are responsible for establishing and maintaining adequate internal

control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Management conducted an assessment of the

effectiveness of our internal control over financial reporting as of June 30, 2021.

In making this assessment, management used the

criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO).

Based upon such assessment and due to the existence of the material weaknesses in our internal control

over financial reporting described below, our principal executive officer and our principal accounting and financial officer have

concluded that, as of June 30, 2021, our internal control over financial reporting was not effective because, among other things,

(i) we did not maintain a sufficient complement of personnel with an appropriate degree of technical knowledge commensurate

with the Company’s accounting and reporting requirements, and (ii) our controls related to the financial statements

closing process were not adequately designed or appropriately implemented to identify material misstatements in our financial

reporting on a timely basis.

Our principal executive officer

and our principal accounting and financial officer are responsible for establishing and maintaining adequate internal control over financial

reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Management conducted an assessment of the effectiveness of our internal

control over financial reporting as of June 30, 2022.

In making this assessment, management used the criteria described in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon such assessment and

due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive

officer and our principal accounting and financial officer have concluded that, as of June 30, 2022, our internal control over financial

reporting was not effective because, among other things, (i) we did not maintain a sufficient complement of personnel with an appropriate

degree of technical knowledge commensurate with the Company’s accounting and reporting requirements and complex transactions, (ii)

we lack effective communication procedures in our controlled subsidiaries, and (iii) our controls related to the financial statements

closing process were not adequately designed or appropriately implemented to identify material misstatements in our financial reporting

on a timely basis.

Management has evaluated remediation plans to address these deficiencies and is implementing changes to address the

material weakness identified, including hiring additional accountants and consultants and implementing controls and procedures over the

financial reporting process.

It should be noted that any

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Independent Director

Danilo Cacciamatta

Independent Director

22 unchanged sentences

a financial analytics company focused on the Asset Management industry.

From March 2019 through 2020, he served as an advisor at Woodseer,

a financial technology firm providing global dividend forecasts.

From 2018 through its acquisition in 2020, Mr.

Vassily served as an advisor

at Go Capture, where he was responsible for providing strategic, business development, and product development advisory services for the

company’s emerging “Data as a Service” platform.

Since November 2019, Mr.

Vassily has served as a director of Zhongchao

Inc., a provider of healthcare information, education and training services to healthcare professionals and the public in China.

July 2018, Mr.

Vassily has also served as an advisor at Prometheus Fund, a Shanghai- based merchant bank/PE firm focused on the “green”

From October 2018 through its acquisition in 2020, Mr.

served as an advisor at Go Capture, where he was responsible for providing strategic, business development, and product development advisory

services for the company’s emerging “Data as a Service” platform.

Since February 2020, Mr.

Vassily has served as a director

of Zhongchao Inc., a provider of healthcare information, education and training services to healthcare professionals and the public in

Since July 2018, Mr.

Vassily has also served as an advisor at Prometheus Fund, a Shanghai- based merchant bank/PE firm focused

on the “green” economy.

And from 2015 through 2018, Mr.

Vassily served as an associate director of research at Keybanc Capital Markets, and helped to

co-manage the Technology Research vertical.

From 2010 to 2014, he served as the director of research at Pacific Epoch, where he was responsible

for a complete overhaul of product and a complete business model restart post acquisition, re focusing the firm around a “data-first”

research offering.

From 2007 to 2010, he served as the Asia Technology business development representative and as a senior analyst at

Pacific Crest Securities, responsible for establishing the firm’s presence and relevance covering Asia Technology.

2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, responsible for research

in semiconductor and related technologies.

Vassily served as an associate director of research at Keybanc Capital

Markets, and helped to co-manage the Technology Research vertical.

From 2010 to 2014, he served as the director of research at Pacific

Epoch (a wholly-owned subsidiary of Pacific Crest Securities), where he was responsible for a complete overhaul of product and a complete

business model restart post acquisition, re focusing the firm around a “data-first” research offering.

From 2007 to 2010,

he served as the Asia Technology business development representative and as a senior analyst at Pacific Crest Securities, responsible

for establishing the firm’s presence and relevance covering Asia Technology.

From 2003 to 2006, he served as senior research analyst

in the semiconductor technology group at Susquehanna International Group, responsible for research in semiconductor and related technologies.

From 2001 to 2003, Mr.

Vassily served as the vice president and senior research analyst for

semiconductor capital equipment at Thomas Weisel Partners, responsible for publishing research and maintaining financial models on each

of the companies under coverage.

Vassily began his career on Wall Street in 1998, as a research associate covering the semiconductor

industry at Lehman Brothers.

Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas

Weisel Partners, responsible for publishing research and maintaining financial models on each of the companies under coverage.

began his career on Wall Street in 1998, as a research associate covering the semiconductor industry at Lehman Brothers.

He holds a B.A.

in liberal arts from Denison University and an M.B.A.

from the Tuck School of Business at

Dartmouth College.

from the Tuck School of Business at Dartmouth College.

Bennet Tchaikovsky.

Tchaikovsky was appointed to serve as a member of our board of directors commencing May 2021, following completion of our

Tchaikovsky serves as a member of our board of directors, a position he has held since May 2021, following completion of our

initial public offering, and serves as chair of the audit committee.

Since January 2020, Mr.

Tchaikovsky has been a member of the board

of directors for Oriental Culture Holding Group, Ltd.

OCG) where he serves as a member of the audit committee, Chairperson of

the compensation committee and a member of the corporate governance and nominating committee.

Since August 2014, Mr.

Tchaikovsky has been

a full-time professor at Irvine Valley College and a part-time accounting instructor at Long Beach City College since September 2020.

From August 2018 to May 2019, Mr.

Tchaikovsky has been a full-time professor

at Irvine Valley College and a part-time accounting instructor at California State University, Fullerton.

From January 2020 through December

Tchaikovsky served as a member of the board of directors for Oriental Culture Holding Group, Ltd.

From February

2021 through July 2022, Mr.

Tchaikovsky served as a member of the board of directors for Industrial Human Capital, Inc.

September 2020 through December 2021, Mr.

Tchaikovsky served as a part-time accounting instructor at Long Beach City College.

2018 to May 2019, Mr.

Tchaikovsky was a part-time instructor at Chapman University.

From November 2013 to August 2019, Mr.

Tchaikovsky served as a board member and chairman of the audit committee of Ener-Core, Inc.

From August 2013 to May 2014,

Tchaikovsky was a part-time faculty member of Irvine Valley College and a part-time faculty member of Pasadena City College.

has served as a director on the board of directors of China Jo-Jo Drugstores, Inc.

CJJD) from August 2011 to January 2013 and

as its chief financial officer from September 2009 to July 2011.

served as a board member and chairman of the audit committee of Ener-Core, Inc.

From August 2013 to May 2014, Mr.

was a part-time faculty member of Irvine Valley College and a part-time faculty member of Pasadena City College.

Tchaikovsky has served

as a director on the board of directors of China Jo-Jo Drugstores, Inc.

CJJD) from August 2011 to January 2013 and as its chief

financial officer from September 2009 to July 2011.

From April 2010 to August 2013, Mr.

Tchaikovsky has served as chief financial

officer of VLOV, Inc.

Tchaikovsky has served as chief financial officer

of VLOV, Inc.

From May 2008 to April 2010, Mr.

Tchaikovsky has served as chief financial officer of Skystar Bio-Pharmaceutical

Tchaikovsky has served as chief financial officer of Skystar Bio-Pharmaceutical Company.

From March 2008 to November 2009, Mr.

Tchaikovsky served as a director on the board of directors of Ever-Glory International

Group (NASDAQ:

Tchaikovsky served as a director on the board of directors of Ever-Glory International Group (NASDAQ:

EVK), where he served as chairman of the audit committee and was a member of the compensation committee.

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the Company’s business and operations and make him a valuable member of the board of directors and its committees.

Danilo Cacciamatta.

Cacciamatta was appointed to serve as a member of our board of directors commencing May 2021, upon completion of our initial

public offering, and serves as chair of the compensation committee.

Cacciamatta serves on the boards of West Texas Resources, Inc.

WTXR), a position he has held since June 2020, and California First National Bancorp (OTC:

CFNB), a position he has held since

2001 and for which he serves as audit committee chair.

From 1989 until 2010, Mr.

Cacciamatta was the CEO of Cacciamatta Accountancy Corporation,

a PCAOB registered independent public accounting firm.

From 1972 until 1988, Mr.

Cacciamatta was with KPMG Peat Marwick where he was elected

audit partner in 1980.

Cacciamatta received a B.A.

in economics from Pomona College and an M.B.A.

from University of California Riverside.

We believe Mr.

Cacciamatta’s extensive experience as an auditor of public companies will make him a valuable member of our board

of directors and its committees.

Kevin Liles .

Liles has been appointed to serve as a member of our board of directors commencing May 2021, upon completion of our initial public

offering, and serves as chair of the nominating and corporate governance committee.

Li was appointed to serve as a director on our board of directors on December 23, 2021 and serves as chair of our compensation committee.

Li has more than a decade of marketing experience working with Fortune 50 companies and international conferences.

Since 2019, Ms.

Li has served as Vice President of Marketing for Elegantz Productions LLC.

In this role, she executed branding and marketing campaigns

targeting the United States region for Sequoia Capital and Xiaomi.

She also formed a long-term partnership with ByteDance Ltd.

From 2017 to 2018, she was the marketing director of the Company’s predecessor, Bizright LLC, where she was in charge of

the company’s branding and marketing strategies, including the expansion of the company’s social media marketing.

Li was a partner at a private video studio where she worked with top companies across industries, including Bluefocus, and

executed a performance project in China National Olympic Park.

From 2011 to 2014, as publicity supervisor for the China National Convention

Li led efforts for branding and media channels for national and international meetings.

Her long track record as a successful

marketing leader makes her ideally suited to serving as a member of our board of directors.

Liles was appointed to serve as a member of our board of directors commencing May 2021, upon completion of our

initial public offering, and serves as chair of the nominating and corporate governance committee.

Since 2012, Mr.

Liles has been co-founder of 300 Entertainment,

a music company whose roster includes acts across multiple genres including hip-hop, rock, pop, electronic, and alternative.

until present, Mr.

Liles is a founder of KWL Enterprise, a niche brand management solutions company.

Liles has been

co-founder of 300 Entertainment, a music company whose roster includes acts across multiple genres including hip-hop, rock, pop,

electronic, and alternative.

From 2009 until present, Mr.

Liles is a founder of KWL Enterprise, a niche brand management solutions

From 2004 until 2009, Mr.

an executive vice president of Warner Music, where he oversaw global strategy and was pivotal in building the artist services division

into what is now a $200 million business.

Liles was an executive vice president of Warner Music, where he oversaw global strategy and was

pivotal in building the artist services division into what is now a $200 million business.

From 1998 until 2004, Mr.

Liles was president of Def Jam Recordings and executive vice president

of The Island Def Jam Music Group, where he amplified the brand’s influence through introducing Def College Jam, opening five international

offices, launching successful video game franchises, and doubling revenue to $400 million.

Liles has long been focused on philanthropic

work, with a focus on global education and entrepreneurship, culminating in his receipt of the 2010 Medaille de la Ville de Paris award

for his contribution to Parisian culture.

Liles holds an honorary Doctor of Law degree from Morgan State University, where he studied

engineering and electrical engineering as an undergraduate.

president of Def Jam Recordings and executive vice president of The Island Def Jam Music Group, where he amplified the brand’s

influence through introducing Def College Jam, opening five international offices, launching successful video game franchises, and

doubling revenue to $400 million.

Liles has long been focused on philanthropic work, with a focus on global education and

entrepreneurship, culminating in his receipt of the 2010 Medaille de la Ville de Paris award for his contribution to Parisian

Liles holds an honorary Doctor of Law degree from Morgan State University, where he studied engineering and electrical

engineering as an undergraduate.

We believe Mr.

Liles’ extensive entrepreneurial and business experience,

as well as his extensive knowledge in the area of social media, will assist us in our growth plans going forward.

Liles’ extensive entrepreneurial and business experience, as well as his

extensive knowledge in the area of social media, will assist us in our growth plans going forward.

Family Relationships

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Our Audit Committee consists of three independent directors.

The members of the Audit Committee are Messrs.

Tchaikovsky, Cacciamatta and

The members of the Audit Committee are Mr.

Tchaikovsky, Ms.

The Audit Committee consists exclusively of directors who are financially literate and Mr.

Tchaikovsky serves as chair of the Audit

Tchaikovsky serves as chair of the Audit Committee.

As a licensed certified public accountant, Mr.

Tchaikovsky is considered an “audit committee financial expert”

as defined by the SEC’s rules and regulations.

Tchaikovsky is considered an “audit committee financial expert” as defined

by the SEC’s rules and regulations.

The audit committee responsibilities include:

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Our Compensation Committee consists of three independent directors.

The members of the Compensation Committee are Messrs.

Tchaikovsky and Liles.

Cacciamatta serves as the chair of the Compensation Committee.

The members of the Compensation Committee are Ms.

Li serves as the chair of the Compensation Committee.

The committee has primary responsibility for:

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The members of the Nominating and

Governance Committee are Messrs.

Liles, Cacciamatta and Tchaikovsky.

Liles serves as chair of the Nominating and Corporate Governance

Governance Committee are Mr.

Liles serves as chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee’s responsibilities include:

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The following table presents

information regarding the total compensation earned by our executive officers who were serving as executive officers as

of June 30, 2020 for services rendered in all capacities to us for the fiscal years ended June 30, 2021 and 2020.

information regarding the total compensation earned by our executive officers who were serving as executive officers as of June 30, 2022

for services rendered in all capacities to us for the fiscal years ended June 30, 2022 and 2021.

Name and Principal Position

Stock Based Awards

Others ($USD)

Chairman, CEO, President

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Chief Financial Officer

Former Director, Former CEO and President

_________________________

(1) Consists of the costs of leasing a car.

(2) Includes consulting fees paid starting in February of 2020.

Employment Agreement with Chenlong Tan

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written notice by either party.

Consulting Agreement with Allan Huang

Effective February 1, 2020,

Allan Huang stepped down as our Chief Executive Officer and entered into a consulting agreement with us, pursuant to which he provides

management and consulting services.

Huang receives $7,000 per month in consulting fees and is entitled to receive reimbursement for

fees associated directly with his services.

The consulting agreement may be terminated by us or Mr.

Huang upon 30 days’ notice.

Outstanding Equity Awards

We do not have any outstanding

equity awards

Outstanding Equity Awards at June 30, 2022

The following table provides

information regarding outstanding equity awards held by our named executive officers as of June 30, 2021.

Restricted Stock Unit

Number of Securities

Underlying RSUs (#) Vested

Number of Securities

Underlying RSUs(#) Unvested

following table provides information regarding outstanding equity awards held by our named executive officers as of June 30, 2022.

Restricted Stock Unit Awards

Number of securities Underlying Options (#)

Number of Securities Underlying Options (#)

Number of Securities Underlying RSUs (#) Vested

Number of Securities Underlying RSUs(#) Unvested

Kevin Vassily (1)

(1) Total number of RSU granted was 12,000, which 6,000 are vested

immediately on May 11, 2021 and the remaining 6,000 will be vested on December 31, 2021.

(1) Total number of RSUs granted was 12,000, all of which had vested

as of June 30, 2022.

Director Compensation

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Danilo Cacciamatta*

Our independent directors,

all of whose service commenced upon the completion of our IPO, each receive (i) $25,000 annual cash compensation, payable in equal quarterly

installments, and (ii) $30,000 in restricted stock units (“RSUs”), which were issued pursuant to our 2020 Equity Incentive

Plan upon completion of our IPO and will vest quarterly commencing 90 days after the completion of our initial public offering.

the chairman of our audit committee is entitled to receive an additional $5,000 annual retainer for his additional responsibilities, which

retainer will be payable in equal quarterly installments.

Directors will also be reimbursed for reasonable expenses incurred in connection

with the performance of their duties.

No compensation has been awarded to any directors who were not executive officers for the fiscal

years ended June 30, 2021 and 2020.

Cacciamatta stepped

down from his position of independent director on December 21, 2021 and Ms.

Li was appointed to the position of director on December 23,

independent directors each receive (i) $25,000 annual cash compensation, payable in equal quarterly installments, and (ii) $30,000 in

restricted stock units (“RSUs”), which were issued pursuant to our 2020 Equity Incentive Plan.

Aside from Ms.

Li, who received

stock compensation on the date of her appointment in December 2021, which vests quarterly in equal installments over one year, all other

directors’ stock compensation has fully vested.

In addition, the chairman of our audit committee is entitled to receive an additional

$5,000 annual retainer for his additional responsibilities, which retainer will be payable in equal quarterly installments.

will also be reimbursed for reasonable expenses incurred in connection with the performance of their duties.

No compensation has been

awarded to any directors who were not executive officers for the fiscal years ended June 30, 2022 and 2021.

Equity Incentive Plan

On October 15, 2020, the Company’s

Board adopted, and its stockholders approved and ratified, the iPower Inc.

2020 Equity Incentive Plan (the “Plan”).

allows for the issuance of up to 5,000,000 shares of Common Stock, whether in the form of options, restricted stock, restricted stock

units, stock appreciation rights, performance units, performance shares and other stock or cash awards.

The general purpose of the Plan

is to provide an incentive to the Company’s directors, officers, employees, consultants and advisors by enabling them to share in

the future growth of the Company’s business.

The board of directors believes that granting of equity-based compensation serves to

promote continuity of management and provide for a shared interest in the welfare, growth and development of the Company.

believes that the Plan will serve to advance the Company’s interests by enhancing its ability to (i) attract and retain employees,

consultants, directors and advisors who are able to contribute to the Company’s ongoing success and development, (ii) reward those

employees, consultants, directors and advisors for their contributions to the Company, and (iii) encourage employees, consultants, directors

and advisors to participate in the Company’s long-term growth and success.

As the Plan was not adopted

until October 15, 2020, the Company had not awarded any equity interests under the plan for the year ended June 30, 2020.

Following completion

of our IPO, pursuant to their letter agreements, the Company awarded a total of $90,000 in RSUs under the Plan to our independent directors

and 12,000 RSUs to our Chief Financial Officer, all of which are subject to certain vesting conditions.

On October 15, 2020, the Company’s Board

adopted, and its stockholders approved and ratified, the iPower Inc.

2020 Equity Incentive Plan.

Further on May 5, 2021, the Company’s

Board of Directors adopted, and its stockholders approved and ratified, the iPower Inc.

Amended and Restated 2020 Equity Incentive Plan

(the “Plan”).

The Plan allows for the issuance of up to 5,000,000 shares of Common Stock, whether in the form of options,

restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and other stock or cash awards.

The general purpose of the Plan is to provide an incentive to the Company’s directors, officers, employees, consultants and advisors

by enabling them to share in the future growth of the Company’s business.

The board of directors believes that granting of equity-based

compensation serves to promote continuity of management and provide for a shared interest in the welfare, growth and development of the

The Company believes that the Plan will serve to advance the Company’s interests by enhancing its ability to (i) attract

and retain employees, consultants, directors and advisors who are able to contribute to the Company’s ongoing success and development,

(ii) reward those employees, consultants, directors and advisors for their contributions to the Company, and (iii) encourage employees,

consultants, directors and advisors to participate in the Company’s long-term growth and success.

Following completion of the

IPO on May 11, 2021, pursuant to their letter agreements, the Company awarded 46,546 restricted stock units (“RSUs”) under

the Plan to its independent directors, Chief Financial Officer, and certain other employees and consultants, all of which are subject

to certain vesting conditions in the next 12 months and restrictions until filing of a Form S-8 for registration of the shares.

the year ended June 30, 2022, the Company granted additional 97,128 shares of RSUs to employees and consultants,

On May 13, 2022, the

Company grant stock options (the “Option Grants”) in the amount of (i) 3,000,000 shares to Chenlong Tan, CEO and (ii)

330,000 shares to Kevin Vassily, CFO.

The Option Grants have an exercise price of $1.12 per share (the closing price on the grant

date) and have a term of 10 years, will vest in stages upon the Company’s achievement of certain pre-determined market

capitalization and revenue or operating income targets set forth in the grant agreements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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ownership is determined based on the rules and regulations of the SEC.

A person has beneficial ownership of shares if such individual

has the power to vote and/or dispose of shares.

A person has beneficial ownership of shares if such

individual has the power to vote and/or dispose of shares.

This power may be sole or shared and direct or indirect.

Applicable percentage ownership

in the following table is based on the total of 26,448,663 shares of Common Stock outstanding as of September 27, 2021.

In computing the

number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to

options or warrants held by that person and exercisable as of, or within sixty (60) days of, the date of this Annual Report.

These shares,

however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s).

Except as may be

indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting

and dispositive power with respect to the shares of common stock set forth opposite that person’s name.

Unless indicated below,

the address of each individual listed below is c/o iPower Inc., 2399 Bateman Avenue, Duarte, CA 91010.

percentage ownership in the following table is based on the total of 29,572,382 shares of Common Stock outstanding as of September 27,

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common

stock that are subject to options or warrants held by that person and exercisable as of, or within sixty (60) days of, the date of

this Annual Report.

These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of

any other person(s).

Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws,

each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite

that person’s name.

Unless indicated below, the address of each individual listed below is c/o iPower Inc., 2399 Bateman

Avenue, Duarte, CA 91010.

Name of Beneficial Owner

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Less than 0.1%

Danilo Cacciamatta (4)

Less than 0.1%

Kevin Liles (4)

Less than 0.1%

All Officers and Directors (5 Persons)

5 unchanged sentences

Tchaikovsky is a member of our board of directors.

His reported holdings do not include 3,000 Restricted Stock Units (“RSUs”) subject to vesting under the Company’s 2020 Equity Incentive Plan.

Cacciamatta is a member of our board of directors.

holdings include 23,000 shares of Common Stock and do not include 3,000 RSUs subject to vesting under the Company’s 2020

Equity Incentive Plan.

Liles is a member of our board of directors.

His reporting holdings do not include 3,000 RSUs subject to vesting under the Company’s 2020 Equity Incentive Plan.

Li is a member of our

board of directors.

Her reported holdings do not include 6,608 RSUs which remain subject to vesting under the Company’s 2020

Equity Incentive Plan.

Allan Huang is our co-Founder and a consultant and was previously our Chief Executive Officer, President and a director.

5 unchanged sentences

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest.

On December 1, 2018, the Company

acquired certain assets and assumed certain liabilities from BizRight, LLC, an entity owned and managed by the founders and officers of

The net assets received were recorded at their historical carrying amounts and the purchase price of $2,611,594 was recorded

as payable due to BizRight.

Under the terms of the purchase agreement between the Company and BizRight, the Purchase Price shall be paid

based on the Company’s cash flow availability and bears an interest rate of 8% per annum on the outstanding amount.

As of June 30,

2021 and 2020, respectively the outstanding amount due to BizRight, LLC was $0 and $133,793, respectively.

Please see Note 3 to the consolidated

financial statements for detail.

Effective on March 1, 2020,

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or the underwriters, should Boustead be successful in any action against the Company related to this initial public offering.

Starting March 1, 2022, the

Company subleases 50,000 square feet of its warehouse space to Box Harmony, LLC, which is a 40% owned joint venture of the Company.

For the year ended June 30, 2022, the Company recorded sublease fees of $330,000 as other non-operating

As of June 30, 2022, other receivables due from Box Harmony were $51,762.

February 15, 2022, the Company assumed $92,246 of advance payments from shareholders of DHS as a result of the Company’s acquisition

This advance payments were for capital injections pending capital inspection by the local government in accordance with the

As of June 30, 2022, the balance of advance from shareholders

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table represents fees for professional

audit services for the audit of the Company’s annual financial statements for the fiscal years ended June 30, 2021 and 2020, rendered

The following table represents

fees for professional audit services for the audit of the Company’s annual financial statements for the fiscal years ended June

30, 2022 and 2021, rendered by UHY LLP.

Fiscal year ended June 30,

1 unchanged sentence

_________________________

Audit fees consist of fees for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Initial Public Offering and Form 10-Q and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit fees consist of fees for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Initial Public Offering, Form 10-K and Form 10-Q and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit-related fees consist primarily of fees for assurance and related services by the accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements.

2 unchanged sentences

with pre-approving any non-audit services proposed to be provided to the Company by the independent auditors.

EXHIBITS, FINANCIAL STATEMENT

Amended and Restated Articles of Incorporation of iPower Inc.

(incorporated by reference to Exhibit 3.1 to Amendment No.

Registration Statement on Form S-1 filed April 15, 2021).

Amended and Restated Articles of Incorporation of iPower Inc.

(incorporated by reference to Exhibit 3.2 to Amendment No.

the Registration Statement on Form S-1 filed on April 27, 2021).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Sixth Amended and Restated Articles of Incorporation of iPower Inc.

2 unchanged sentences

Second Amended and Restated Bylaws of iPower Inc.

(incorporated by

reference to Exhibit 3.3 to Amendment No.

(incorporated by reference to Exhibit 3.3 to Amendment No.

2 the Registration Statement on Form S-1 filed April 27, 2021).

Certificate of Designation of Series A Convertible Preferred Stock

(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Placement Agent Warrant for private placement completed December

30, 2020 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Placement Agent Warrant for private placement completed January

27, 2021 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed February 2, 2021).

Warrant, dated January 27, 2021, issued to Wiseman Capital Management

LLC (incorporated by Reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed February 2, 2021).

Warrant, dated January 27, 2021, issued to Bright Century Investment

LLC (incorporated by Reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed February 2, 2021).

2020 Amended and Restated Equity Incentive Plan (incorporated by reference

to Exhibit 10.1 to Amendment No.

Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed February 2, 2021).

Warrant, dated January 27, 2021, issued to Wiseman Capital Management LLC (incorporated by Reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed February 2, 2021).

Warrant, dated January 27, 2021, issued to Bright Century Investment LLC (incorporated by Reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed February 2, 2021).

2020 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No.

3 to the Registration Statement on Form S-1 filed May 5, 2021).

Form of Sublease Agreement, dated as of December 1, 2018, between BZRTH,

Form of Sublease Agreement, dated as of December 1, 2018, between BZRTH, Inc.

and BizRight, LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed February 2, 2021).

4 unchanged sentences

Consulting Agreement, dated February 1, 2020, between BZRTH, Inc.

Allan Huang (incorporated by reference to Exhibit 10.5 to Amendment No.

and Allan Huang (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Registration Statement on Form S-1 filed April 15, 2021).

Note for PPP Loan, dated April 13, 2020, issued to Royal Business Bank

(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed February 1, 2021).

Loan Authorization and Agreement, dated April 18, 2020, between BZRTH,

Note for PPP Loan, dated April 13, 2020, issued to Royal Business Bank (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed February 1, 2021).

Loan Authorization and Agreement, dated April 18, 2020, between BZRTH, Inc.

Small Business Administration (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed February 1, 2021).

Employment Agreement, dated July 1, 2020, between iPower Inc.

Tan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed February 2, 2021).

Standard Industrial Multi-Tenant Lease, dated as of September 1, 2020,

between BZRTH, Inc.

and Chenlong Tan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed February 2, 2021).

Standard Industrial Multi-Tenant Lease, dated as of September 1, 2020, between BZRTH, Inc.

and Nelson, LLC (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed February 2, 2021).

Exclusive Business Cooperation Agreement, dated September 4, 2020,

between iPower Inc.

Exclusive Business Cooperation Agreement, dated September 4, 2020, between iPower Inc.

and Global Product Marketing Inc.

(incorporated by reference to Exhibit 10.9 to the Registration Statement on

Form S-1 filed February 2, 2021).

Restricted Stock Purchase Agreement, dated October 20, 2020, between

(incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed February 2, 2021).

Restricted Stock Purchase Agreement, dated October 20, 2020, between iPower Inc.

and Allan Huang (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed February 2, 2021).

Restricted Stock Purchase Agreement, dated October 20, 2020, between

Restricted Stock Purchase Agreement, dated October 20, 2020, between iPower Inc.

and Chenlong Tan (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed February 2, 2021).

Amended and Restated Exclusive Business Cooperation Agreement, dated

October 26, 2020, between iPower Inc.

Amended and Restated Exclusive Business Cooperation Agreement, dated October 26, 2020, between iPower Inc.

and E Marketing Solution Inc.

(incorporated by reference to Exhibit 10.12 to the Registration

Statement on Form S-1 filed February 2, 2021).

Receivables Purchase Agreement, dated November 16, 2020, between BZRTH,

and WFC Fund, LLC (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Subscription Agreement for Series A Preferred Stock Offering

(incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed February 2, 2021).

Receivables Purchase Agreement, dated November 16, 2020, between BZRTH, Inc.

and WFC Fund, LLC (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Subscription Agreement for Series A Preferred Stock Offering (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed February 2, 2021).

Board Letter Agreement, dated January 26, 2021, between iPower Inc.

2 unchanged sentences

and Bennet Tchaikovsky (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Subscription Agreement for 6% Convertible Note and Warrants

(incorporated by reference to exhibit 10.17 to the Registration Statement on Form S-1 filed February 2, 2021).

Convertible Note, dated January 27, 2021, issued to Wiseman Capital

Management LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed February 2, 2021).

Convertible Note, dated January 27, 2021, issued to Bright Century

Investment LLC (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed February 2, 2021).

Form of Subscription Agreement for 6% Convertible Note and Warrants (incorporated by reference to exhibit 10.17 to the Registration Statement on Form S-1 filed February 2, 2021).

Convertible Note, dated January 27, 2021, issued to Wiseman Capital Management LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed February 2, 2021).

Convertible Note, dated January 27, 2021, issued to Bright Century Investment LLC (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed February 2, 2021).

Board Letter Agreement, dated January 28, 2021, between iPower Inc.

1 unchanged sentence

Employment Agreement, dated January 29, 2021, between iPower Inc.

Kevin Vassily (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 filed February 2, 2021).

Indemnification Agreement, dated as of April 27, 2021, by and among

and Kevin Vassily (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 filed February 2, 2021).

Indemnification Agreement, dated as of April 27, 2021, by and among iPower Inc.

Davidson & Co., Roth Capital Partners, LLC and US Tiger Securities, Inc.

(incorporated by reference to Exhibit

10.23 to Amendment No.

(incorporated by reference to Exhibit 10.23 to Amendment No.

3 to the Registration Statement on Form S-1 filed May 5, 2021).

Indemnification and Lock-Up Agreement, dated as of April 27, 2021,

entered into by Chenlong Tan (incorporated by reference to Exhibit 10.24 to Amendment No.

3 to the Registration Statement on Form

S-1 filed May 5, 2021).

Indemnification and Lock-Up Agreement, dated as of April 27, 2021, entered into by Chenlong Tan (incorporated by reference to Exhibit 10.24 to Amendment No.

3 to the Registration Statement on Form S-1 filed May 5, 2021).

E Marketing Solutions Inc.

4 unchanged sentences

and Chenlong Tan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed May 21, 2021).

Agreement, dated July 28, 2021, between iPower Inc.

and 9 th and Vineyard LLC (incorporated by reference to Exhibit

10.1 to the Current Report filed August 2, 2021).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit

14.1 to Amendment No.

Lease Agreement, dated July 28, 2021, between iPower Inc.

and 9 th and Vineyard LLC (incorporated by reference to Exhibit 10.1 to the Current Report filed August 2, 2021).

Form of Credit Agreement, dated as of November 12, 2021, between iPower

Inc., its subsidiaries and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed

November 15, 2021).

Form of Trademark Security Agreement, dated as of November 12, 2021,

between iPower Inc., its subsidiaries and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.2 to the Quarterly Report

on Form 10-Q filed November 15, 2021).

Form of Pledge and Security Agreement, dated as of November 12, 2021,

between iPower Inc., its subsidiaries and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.3 to the Quarterly Report

on Form 10-Q filed November 15, 2021).

Joint Venture Agreement (incorporated by Reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 20, 2022).

Box Harmony LLC Agreement (incorporated by Reference to Exhibit 10.2 to the Current Report on Form 8-K filed January 20, 2022).

Facility and Use Access Agreement (incorporated by Reference to Exhibit 10.3 to the Current Report on Form 8-K filed January 20, 2022).

Consulting Agreement (incorporated by Reference to Exhibit 10.4 to the Current Report on Form 8-K filed January 20, 2022).

License Agreement (incorporated by Reference to Exhibit 10.5 to the Current Report on Form 8-K filed January 20, 2022).

Director Offer Letter (incorporated by Reference to Exhibit 10.6 to the Current Report on Form 8-K filed January 20, 2022).

Joint Venture Agreement, dated February 10, 2022, between iPower Inc., Bro Angel LLC, Jie Shan and Bing Luo (incorporated by Reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 14, 2022).

Amended & Restated Limited Liability Company Operating Agreement of Global Social Media LLC, dated February 10, 2022, between Global Social Media LLC, iPower Inc., and Bro Angel LLC (incorporated by Reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 14, 2022).

Intellectual Property License Agreement, dated February 10, 2022, between Bro Angel LLC and Global Social Media LLC (incorporated by Reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 14, 2022).

Share Transfer Agreement, dated February 15, 2022, between iPower Inc., White Cherry Limited, Li Zanyu, Xie Jing, Anivia Limited, Fly Elephant Limited, Dayou Renzai (Shenzhen) Technology Co., Ltd.

and Daheshou (Shenzhen) Information Technology Co., Ltd.

(incorporated by Reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 22, 2022).

$3,500,000 Promissory Note, dated February 15, 2022, from iPower, Inc.

to White Cherry Limited (incorporated by Reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 22, 2022).

Exclusive Business Cooperation Agreement, dated December 15, 2021, between Dayaorenzai (Shenzhen) Technology Co., Ltd.

and Daheshou (Shenzhen) Information Technology Co., Ltd.

(incorporated by Reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 22, 2022).

Exclusive Equity Interest Pledge Agreement, dated December 15, 2021, between Dayao Renzai (Shenzhen) Technology Co., Ltd., Daheshou (Shenzhen) Information Technology Co., Ltd.

and its equity holders (incorporated by Reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 22, 2022).

Exclusive Option Agreement, dated December 15, 2021, between Dayao Renzai (Shenzhen) Technology Co., Ltd., Daheshou (Shenzhen) Information Technology Co., Ltd.

and its equity holders (incorporated by Reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 22, 2022).

Power of Attorney of Li Zanyu, dated December 15, 2021 (incorporated by Reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 22, 2022).

JP Morgan Chase Consent Agreement, dated February 16, 2022 (incorporated by Reference to Exhibit 10.7 to the Current Report on Form 8-K filed February 22, 2022).

Amendment to Pledge and Security Agreement, dated February 16, 2022 (incorporated by Reference to Exhibit 10.8 to the Current Report on Form 8-K filed February 22, 2022).

Employment Contract, dated February 15, 2022, between Dayao Renzai (Shenzhen) Technology Co., Ltd.

and Li Zanyu (incorporated by Reference to Exhibit 10.9 to the Current Report on Form 8-K filed February 22, 2022).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registration Statement on Form S-1 filed April 15, 2021).

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31 unchanged sentences

(principal financial and accounting officer)

/s/ Danilo Cacciamatta

September 28, 2021

/s/ Bennet Tchaikovsky

1 unchanged sentence

Bennet Tchaikovsky

/s/ Kevin Liles

/s/ Kevin Lies

September 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures