What changed in this filing

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Item 9A. Controls and Procedures

2023-09-15 compared with 2022-09-28 · 294 added, 292 removed, 386 unchanged (60% of the section changed)

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As required by Rule 13a-15

of the Securities Exchange Act of 1934, as amended (“Exchange Act”), under the supervision and with the participation of our

management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and

operation of the Company’s disclosure controls and procedures and internal control over financial reporting as of the end of the

period covered by this Annual Report.

of the Exchange Act, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of the Company’s disclosure controls and

procedures and internal control over financial reporting as of the end of the period covered by this Annual Report.

Evaluation of Disclosure Controls and Procedures

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the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including

the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures.

Our principal

executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the

period covered by this Annual Report (“Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act.

Based on that

evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure

controls and procedures were not effective due to material weaknesses described in our report on internal control over financial reporting

the principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the

end of the period covered by this Annual Report (the “Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act.

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our

disclosure controls and procedures were not effective due to material weaknesses described in our report on internal control over financial

reporting below.

Notwithstanding the existence

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officer and our principal accounting and financial officer have concluded that, as of June 30, 2023, 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.

reporting was not effective because, among other things, (i) we lack effective communication and reconciliation procedures in our controlled

subsidiaries, 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.

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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Accordingly, we believe that the consolidated financial statements included

in this Annual Report on Form 10-K fairly present in accordance with U.S.

GAAP, in all material respects, our financial condition, results

of operations and cash flows for the periods presented in this Annual Report.

in this Annual Report fairly present in accordance with U.S.

GAAP, in all material respects, our financial condition, results of operations

and cash flows for the periods presented in this Annual Report.

Changes in Internal

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There have been no changes

in our internal controls over financial reporting that occurred during the fourth quarter ended June 30, 2022 that have materially affected,

in our internal controls over financial reporting that occurred during the fiscal year ended June 30, 2023 that have materially affected,

or are reasonably likely to materially affect, our internal controls over financial reporting.

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office for one-year terms until the election and qualification of their successors.

Officers are appointed by our Board and serve at the

discretion of the Board, subject to applicable employment agreements.

The following table sets forth information relating to our executive

officers and members of our Board.

Chairman, CEO, President, and Director

Officers are appointed by our board of directors and

serve at the discretion of the board of directors, subject to applicable employment agreements.

The following table sets forth information

relating to our executive officers and members of our board of directors.

Chairman, Chief Executive Officer, President, and Director

Kevin Vassily

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in March 2021.

Prior to joining iPower, from 2019 to January 2021, Mr.

Vassily served as Vice President of Market Development for Facteus,

a financial analytics company focused on the Asset Management industry.

Vassily also serves as a director at Aimfinity Investment Corp.

commencing March 15, 2023.

Prior to joining iPower,

from 2019 to January 2021, Mr.

Vassily served as Vice President of Market Development for Facteus, a financial analytics company focused

on the Asset Management industry.

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.

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 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

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.

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 (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.

Vassily has also

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

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 (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.

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.

Vassily began his career on Wall Street in 1998, as a research

associate covering the semiconductor industry at Lehman Brothers.

He holds a B.A.

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from the Tuck School of Business at Dartmouth College.

Bennet Tchaikovsky.

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.

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 August 2014, 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.

at Irvine Valley College.

Since January 2022, Mr.

Tchaikovsky has been a part-time accounting instructor

at California State University, Fullerton.

From January 2020 through December 2021, Mr.

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.

From September 2020 through December 2021, Mr.

Tchaikovsky served

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

From August 2018 to May 2019, Mr.

Tchaikovsky was a part-time instructor

at Chapman University.

From November 2013 to August 2019, Mr.

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

Tchaikovsky 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.

Tchaikovsky 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 Company.

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:

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

December 2008 through November 2009, Mr.

Tchaikovsky served as a director of Sino Clean Energy, Inc.

Tchaikovsky received his

Juris Doctorate degree from Southwestern Law School in December 1996 and his Bachelor of Arts degree in Business Economics from University

of California at Santa Barbara in August 1991.

Tchaikovsky is a licensed Certified Public Accountant in California and is an active

member of the California State Bar.

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.

From December 2008 through November 2009, Mr.

served as a director of Sino Clean Energy, Inc.

Tchaikovsky received his Juris Doctorate degree from Southwestern Law School

in December 1996 and his Bachelor of Arts degree in Business Economics from the University of California at Santa Barbara in August 1991.

Tchaikovsky is an actively licensed Certified Public Accountant in California and is an actively licensed member of the California

We believe that Mr.

Tchaikovsky’s extensive experience in accounting and business will benefit

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

Tchaikovsky’s extensive experience in accounting and business will benefit the Company’s business

and operations and make him a valuable member of the board of directors and its committees.

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.

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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.

Kevin Liles .

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.

From 2009 until present, Mr.

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

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.

From 2004 until 2009, Mr.

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.

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.

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.

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.

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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once required by applicable law, causing to be prepared a committee report for inclusion in applicable SEC filings;

approving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers;

approving any employment agreements, severance agreements or change of control agreements that are entered into with the Chief Executive Officer and certain executive officers;

reviewing and recommending the level and form of non-employee director compensation and benefits.

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recommending persons for appointment as directors to the extent necessary to fill any vacancies or newly created directorships;

reviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board;

reviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board of directors;

reviewing any stockholder proposals and nominations for directors;

advising the board of directors on the appropriate structure and operations of the board and its committees;

advising the board of directors on the appropriate structure and operations of the board of directors and its committees;

reviewing and recommending standing board committee assignments;

developing and recommending to the board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;

making recommendations to the board as to determinations of director independence;

making recommendations to the board regarding corporate governance based upon developments, trends, and best practices.

developing and recommending to the board of directors the Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;

making recommendations to the board of directors as to determinations of director independence;

making recommendations to the board of directors regarding corporate governance based upon developments, trends, and best practices.

The Nominating and Governance

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Code of Business Conduct and Ethics

The Company has adopted a

formal Code of Business Conduct and Ethics that is applicable to every officer, director, employee and consultant (the “Employees”)

of the Company and its affiliates.

The Code reaffirms the high standards of business conduct required of all of the Company’s Employees.

The Company maintains a formal

Code of Business Conduct and Ethics (the “Code”) that is applicable to every officer, director, employee and consultant (the

“Employees”) of the Company and its affiliates.

The Code reaffirms the high standards of business conduct required of all

of the Company’s Employees.

Insider Trading Policy

The Company has adopted an

insider trading policy to help the Company’s Employees comply with federal and state securities laws, prevent insider trading and

govern the terms and conditions at which the Employees can trade in the Company’s securities.

The Company maintains an insider

trading policy to help the Company’s Employees comply with federal and state securities laws, prevent insider trading and govern

the terms and conditions at which the Employees can trade in the Company’s securities.

Limitation of Directors Liability and Indemnification

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However, our officers and directors are entitled to indemnification

through our bylaws and to the extent allowed pursuant to the Nevada Revised Statutes, federal securities law and our directors and officers

liability insurance.

through our bylaws and to the extent allowed pursuant to the NRS, federal securities law and our directors and officers liability insurance.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Securities

Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding

ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding

their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing

requirements for our executive officers, directors and 10% stockholders were met during the year ended June 30, 2021.

Section 16(a) of the Exchange

Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership

of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review of the

copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable

reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive

officers, directors and 10% stockholders were met during the year ended June 30, 2023, except for the following:

Transactions Covered

Number of Shares

Bennet Tchaikovsky

EXECUTIVE COMPENSATION

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Stock Based Awards

Chairman, CEO, President

Chairman, Chief Executive Officer, President

Kevin Vassily

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goals, and from time to time may be granted restricted common shares and/or options to purchase shares of the Company’s common stock,

subject to Board or Compensation Committee approval.

subject to the board of directors or Compensation Committee approval.

In addition, during the term of Mr.

Tan’s employment agreement, we are also

leasing a motor vehicle for Mr.

Tan’s employment agreement,

we are also leasing a motor vehicle for Mr.

Tan’s daily use.

Tan is not entitled to any severance rights under his employment agreement.

Tan’s employment agreement has a term of five years, is thereafter renewable on an annual basis, and may be terminated upon

30 days’ notice upon the mutual agreement of Mr.

Tan is not entitled to any severance rights under his employment

Tan’s employment agreement has a term of five years, is thereafter renewable on an annual basis, and may be terminated

upon 30 days’ notice upon the mutual agreement of Mr.

Tan and the Company.

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receives base compensation of $240,000, is entitled to an annual guaranteed bonus of $60,000 upon achievement of certain milestones and

up to an additional $60,000 in the sole discretion of the Company’s Board of Directors at January 29, 2022.

Vassily is also

entitled to 12,000 restricted stock units upon completion of our IPO.

Thereafter, stock grants will be adjusted based on the awards from

each prior year.

Vassily is not entitled to any severance rights under his employment agreement and may be terminated upon 30 days’

written notice by either party.

up to an additional $60,000 annually in the sole discretion of the Company’s board of directors.

Vassily is also entitled to

12,000 restricted stock units upon completion of our IPO.

Thereafter, stock grants will be adjusted based on the awards from each prior

Vassily is not entitled to any severance rights under his employment agreement and may be terminated upon 30 days’ written

notice by either party.

Outstanding Equity Awards

Outstanding Equity Awards at June 30, 2023

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

The following table provides

information regarding outstanding equity awards held by our named executive officers as of June 30, 2023.

Restricted Stock Unit Awards

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Director Compensation

reimburse all members of our board of directors for their direct out of pocket expenses incurred in attending meetings of our board.

table summarizes the compensation paid to each of our independent directors who served in such capacity during the fiscal year ended June

reimburse all members of our board of directors for their direct out of pocket expenses incurred in attending meetings of our board of

This table summarizes the compensation paid to each of our independent directors who served in such capacity during the fiscal

year ended June 30, 2023.

Fees Earned or Paid in Cash

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Bennet Tchaikovsky

Danilo Cacciamatta*

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.

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

Aside from 51,724 shares

of RSUs which were issued to one of our directors, Ms.

Hanxi Li on April 19, 2023, all other directors’ stock compensation has fully

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.

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, 2023 and 2022.

Equity Incentive Plan

Further on May 5, 2021, the Company’s

On October 15, 2020, 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,

2020 Equity Incentive Plan.

Further on May 5,

2021, the Company’s board of directors adopted, and its stockholders approved and ratified, the 2020 Amended Equity Incentive Plan.

The 2020 Amended Equity Incentive 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.

The general purpose of the 2020 Amended Equity Incentive 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 equity-based compensation serves to promote continuity of management and provide for a shared interest in the welfare, growth

and development of the Company.

The Company believes that the 2020 Amended Equity Incentive 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

In addition to the RSU grants

referenced above, on May 13, 2022, the Company granted stock options (the “Option Grants”) in the amount of (i) 3,000,000

shares to Chenlong Tan, our Chief Executive Officer and (ii) 330,000 shares to Kevin Vassily, our Chief Financial Officer.

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.

During the fiscal year ended June 30, 2023, the Company granted an additional 131,130 RSUs to out directors and

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth

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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.

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.

Applicable percentage ownership

in the following table is based on the total of 29,764,374 shares of common stock outstanding as of September 14, 2023.

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.

indicated below, the address of each individual listed below is c/o iPower Inc., 2397 Bateman Avenue, Duarte, CA 91010.

Name of Beneficial Owner

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Kevin Vassily (2)

Less than 0.1%

Bennet Tchaikovsky (3)

Less than 0.1%

Kevin Liles (4)

Less than 0.1%

All Officers and Directors (5 Persons)

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Allan Huang (6)

White Cherry Limited (7)

__________________________

Chenlong Tan is our co-Founder, Chairman, Chief Executive Officer and President.

Kevin Vassily is our Chief Financial Officer.

Less than 0.1%

Chenlong Tan is our

co-Founder, Chairman, Chief Executive Officer and President.

Tan’s holding consists of (i) 4,043,334 shares directly held

Tan and (ii) 4,000,000 shares held by a trust for the benefit of Mr.

Tan and certain of his family members.

The aforementioned holdings do not include options to purchase 3,000,000

shares of common stock which remain subject to certain vesting conditions.

Kevin Vassily is our Chief

Financial Officer.

The aforementioned holdings do not include options to purchase 330,000

shares of common stock which remain subject to certain vesting conditions.

Tchaikovsky is a member of our board of directors.

Liles is a member of our board of directors.

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.

His holdings consist of (i) 30,800 shares of common stock and (ii) 24,800 restricted stock units (“RSUs”) which remain subject to vesting.

Liles is a member of

our board of directors.

His holdings consist of (i) 30,800 shares of common stock and (ii) 24,800 RSUs which remain subject to

Li is a member of our board of directors.

Her reported holdings consist of (i) 26,147 shares of common stock and (ii) 38,794 RSUs which remain subject to vesting.

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

White Cherry Limited was the former owner of our subsidiary in Hongkong.

CERTAIN RELATIONSHIPS AND RELATED

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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.

Effective on March 1, 2020,

as amended and restated pursuant to an agreement dated October 26, 2020, the Company entered into an agreement with E Marketing Solution

(“E Marketing”), an entity incorporated in California and owned by Shanshan Huang, one of the shareholders of the Company.

Pursuant to the terms of the agreement, the Company will provide technical support, management services and other services on an exclusive

basis in relation to E Marketing’s business during the term of the agreement.

The Company agrees to fund E Marketing for operational

cash flow needs and bear the risk of E Marketing’s losses from operations and E Marketing agrees that iPower has rights to E Marketing’s

net profits, if any.

Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100%

of either the equity of E Marketing or its assets subject to assumption of all of its liabilities.

On September 4, 2020, the

Company entered into an agreement with Global Product Marketing Inc.

(“GPM”), an entity incorporated in the State of Nevada.

GPM is owned by Chenlong Tan, the co-founder, Chairman, CEO and President of the Company and one of the Company’s majority shareholders.

Pursuant to the terms of the agreement, the Company will provide technical support, management services and other services on an exclusive

basis in relation to GPM’s business during the term of the Agreement.

The Company agrees to fund GPM for operational cash flow needs

and bear the risk of GPM’s losses from operations and GPM agrees that the Company has rights to GPM’s net profits, if any.

Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity

of GPM or its assets subject to assumption of all of its liabilities.

On May 18, 2021, the Company

entered into equity purchase agreements (“Equity Purchase Agreements”) with the shareholders of each of our variable interest

entities, E Marketing Solution Inc.

(“E Marketing”) and Global Product Marketing Inc.

(“GPM”), pursuant to which

we acquired 100% of the equity interests of each of E Marketing and GPM.

The Company paid nominal consideration of $10.00 for the acquisition

of each of E Marketing and GPM, which then became the Company’s wholly owned subsidiaries.

Prior to April 14, 2021, we

had two classes of authorized common stock, Class A Common Stock and Class B Common Stock that entitled the holders to 10 votes per share.

On April 14, 2021, Messrs.

Huang and Tan, our 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 54.26% of the 29,572,382 shares of Class A Common Stock outstanding as of the date of this report.

On April 14, 2021, we amended and

restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances

of Class B Common Stock, and on April 23, 2021, we further amended and restated our articles of incorporation to eliminate all references

to the Class A and Class B Common Stock and authorized for issuance 180,000,000 shares which are solely designated as Common Stock.

On April 27, 2021, Mr.

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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

Company subleases 50,000 square feet of its warehouse space to Box Harmony, LLC (“Box Harmony”), which is a 40% owned joint

venture of the Company as disclosed in Note 1 and Note 2 to our audited consolidated financial statements.

For the year ended June 30,

2023 and 2022, the Company received and recorded sublease fee of $359,373 and $330,000 as other non-operating income, respectively.

of June 30, 2023 and 2022, other receivables due from Box Harmony was $0 and 51,762, respectively.

The Company discontinued the sublease

to Box Harmony on January 1, 2023.

On February 15, 2022, the

Company assumed $92,246 of advance payments from shareholders of DHS as a result of the Company’s acquisition of Anivia.

These advance

payments were for capital injections pending capital inspection by the local government in accordance with the PRC rules.

June 30, 2022, the balance of advance from shareholders was $92,246.

As of June 30, 2023, the balance of advance from shareholders was

PRINCIPAL ACCOUNTING FEES AND SERVICES

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_________________________

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 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 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.

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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.

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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).

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).

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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.

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).

& 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).

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).

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).

(incorporated

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

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.

to White Cherry Limited (incorporated by Reference to Exhibit 10.2

to the Current Report on Form 8-K filed February 22, 2022).

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

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).

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).

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).

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).

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).

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).

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).

Amendment to the Credit Agreement, dated October 7, 2022, between iPower Inc., its subsidiaries and JPMorgan Chase Bank, N.A.

(incorporated by Reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 13, 2022).

to Subordination Agreement, dated October 7, 2022, between White Cherry Limited and JPMorgan Chase Bank, N.A.

(incorporated by

Reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 13, 2022).

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).

Subsidiaries (Incorporated

by reference to Exhibit 21 to the Annual Report on Form 10-K filed on September 28, 2022)

Consent of Independent Registered Public Accounting Firm

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Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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* Filed herewith.

** Furnished herewith.

Pursuant to the requirements of Section 13 or

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/s/ Chenlong Tan

Chairman of the Board,

Chairman of the Board of Directors,

Chief Executive Officer and President

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/s/ Chenlong Tan

Chairman of the Board,

Chairman of the Board of Directors,

September 14, 2023

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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