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Item 5. Market for Registrant’s Common Equity

2023-09-15 compared with 2022-09-28 · 31 added, 67 removed, 41 unchanged (71% of the section changed)

1 unchanged sentence

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock commenced

trading on the NASDAQ Capital Market, or NASDAQ, under the symbol “IPW” on May 14, 2021.

Prior to that time, our common stock

was not traded on any exchange or quoted on any over the counter market.

The prices set forth below reflect the quarterly high and low

sales prices per share for our common stock for the fiscal year ended June 30, 2022, as reported by the NASDAQ:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Our common stock is listed

on The Nasdaq Capital Market, or NASDAQ, under the symbol “IPW,” where we commenced trading on May 14, 2021.

Prior to that

time, our common stock was not traded on any exchange or quoted on any over the counter market.

As of September 14, 2023,

we had 23 holders of record of our common stock and 29,572,382 shares of common stock issued and outstanding.

we had 21 holders of record of our common stock and 29,764,374 shares of common stock outstanding.

We have never paid cash dividends

8 unchanged sentences

Equity Compensation

2020 Equity Incentive Plan

2020 Amended Equity Incentive Plan

The total number of underlying

shares of the Company’s common stock available for grant to directors, officers, key employees and consultants of the Company or

a subsidiary of the Company under the Company’s Amended and Restated 2020 Equity Inventive Plan (the “Equity Incentive Plan”)

was 5,000,000 shares.

Grants made under the Equity Incentive Plan must be approved by the Company’s Board of Directors.

a subsidiary of the Company under the Company’s Amended and Restated 2020 Equity Inventive Plan (the “2020 Amended Equity

Incentive Plan”) was 5,000,000 shares.

Grants made under the 2020 Amended Equity Incentive Plan must be approved by the Company’s

board of directors.

The following table provides

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period of 180 days and insider trading rules) of the Company’s common stock to White Cherry Limited, a BVI company (“White

Please see Note 4 of the Notes to Consolidated Financial Statements for details.

On January 27, 2021, the Company

completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $3,000,000 in convertible

notes with a 6% interest per annum (the “Convertible Note”) and warrants to purchase shares of Class A Common Stock equaling

80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes.

The warrants shall be exercisable

for a period of three years from the IPO completion date at a per share exercise price equal to the IPO.

The Convertible Notes shall be

automatically converted into the Company’s Class A Common Stock upon a qualified IPO (the “Mandatory Conversion”) or

repayable in cash at the option of the holders of the Convertible Notes with repayment to commence six months after January 27, 2021.

The Convertible Notes convert at a price equal to the lesser of (a) a price representing a 30% discount to the public offering price per

share of the Class A Common Stock in this Offering, or (b) a price representing a 30% discount to the price per share equal to dividing

$200 million by the total number of (x) outstanding shares of Class A Common Stock immediately prior to the IPO, (y) the number of Class

A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number of Class A Common Stock issuable

upon conversion of all outstanding Convertible Notes.

Any interest accrued on the Convertible Note will be waived upon conversion.

The shares issued under the Transfer Agreement were issued in accordance with Regulation S of the Securities Act.

see Note 4 of the Notes to Consolidated Financial Statements for further details concerning the transaction.

On January 27, 2021, the Company completed a private

placement offering pursuant to which the Company sold to two accredited investors an aggregate of $3,000,000 in convertible notes with

a 6% interest per annum (the “Convertible Note”) and warrants to purchase shares of Class A Common Stock equaling 80% of the

number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes.

The warrants are exercisable for a period

of three years from the IPO completion date at a per share exercise price equal to the IPO.

The Convertible Notes automatically converted

into the Company’s common stock upon completion of a qualified IPO (the “Mandatory Conversion”) or were repayable in

cash at the option of the holders of the Convertible Notes with repayment to commence six months after January 27, 2021.

At the time of

our IPO, pursuant to their terms, the Convertible Notes converted at a price equal to the lesser of (a) a price representing a 30% discount

to the public offering price per share of the Class A Common Stock in this Offering, or (b) a price representing a 30% discount

to the price per share equal to dividing $200 million by the total number of (x) outstanding shares of Class A Common Stock immediately

prior to the IPO, (y) the number of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and

(z) the number of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes.

Any interest accrued on the Convertible

Note will be waived upon conversion.

The Convertible Notes and warrants were sold pursuant to an exemption from registration under Rule

506(b) under Regulation D of the Securities Act.

In connection with the Convertible

3 unchanged sentences

exercisable for a period of five years from the issuance date and are treated as a debt issuance cost.

On December 30, 2020, we issued

a total of 34,500 shares of Series A convertible preferred stock, par value $0.001 per share, to a total of three accredited investors,

at a purchase price of $10.00 per share, for a total purchase price of $345,000.

Boustead Securities, LLC acted as placement agent in

the Series A preferred offering, and received compensation of $27,600 and warrants to purchase 2,415 shares of Series A convertible preferred

The shares were issued to accredited investors pursuant to exemption from registration under Rule 506(b) of Regulation D under

the Securities Act.

Following completion of our IPO, on May 14, 2021, the placement agent warrants issued in relation to the 2020 and

2021 private placements were exercised in full.

On October 20, 2020, we issued

14,000,000 shares of our Class B Common Stock, par value $0.001 per share, to our two founders, Allan Huang and Chenlong Tan in exchange

for a total purchase price of $14,000.

The shares were issued to our two founders pursuant to an exemption from registration under Section

4(a)(2) of the Securities Act.

The shares of Class B Common Stock entitled the holders to 10 votes per share and were eligible to convert

into shares of Class A Common Stock, on a one-for-ten basis, at any time following twelve (12) months after the Company’s completion

of its initial public offering.

On April 14, 2021, the Company amended its articles of incorporation to permit immediate conversion of

the Class B Common Stock and the Company’s two founders converted all of their 14,000,000 shares of Class B Common Stock into 1,400,000

additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock

or 60.67% of the 26,448,663 shares of Class A Common Stock t.

Effective April 14, 2021, the Company amended and restated its Articles

of Incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common

On April 23, 2021, the Company further amended and restated its articles of incorporation to eliminate the Class A and Class B

Common Stock and authorize for issuance 180,000,000 shares which are solely designated as Common Stock.

On January 15, 2020, we issued

a total of 204,496 shares of our Common Stock to Sugarmade Inc.

as a refund of cash related to a terminated merger agreement.

were issued to Sugarmade Inc.

pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

In April 2018 and July 2020,

we issued a total of 20,000,000 shares of our Common Stock, par value $0.001 per share, to our two founders and four key employees.

shares were issued to our founders and key employees pursuant to an exemption from registration under Section 4(a)(2) of the Securities

Issuer Purchases of

1 unchanged sentence

Use of Proceeds

SELECTED FINANCIAL DATA

Not required for smaller reporting

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 5. Market for Registrant’s Common Equity