What changed in this filing

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Item 9A. Controls and Procedures

2025-10-09 compared with 2024-09-20 · 259 added, 200 removed, 494 unchanged (48% of the section changed)

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officer and our principal accounting and financial officer have concluded that, as of June 30, 2025, our internal control over financial

reporting was not effective because, among other things, 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, 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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or are reasonably likely to materially affect, our internal controls over financial reporting.

UHY LLP, our independent registered

public accounting firm, is not required to and has not provided an assessment of the design or effectiveness of our internal controls

over financial reporting.

HTL International, LLC, our

independent registered public accounting firm, is not required to and has not provided an assessment of the design or effectiveness of

our internal controls over financial reporting.

OTHER INFORMATION

During the quarter ended

June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

During the quarter ended June

30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

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Chairman, Chief Executive Officer, President, and Director

Kevin Vassily

Chief Financial Officer and Director

Bennet Tchaikovsky

Independent Director

Bennet Tchaikovsky

Independent Director

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companies in completing scoping requirements, solution gathering and project management, among other things.

Tan received his B.

Tan received his B.Sc.

at the University of Auckland in New Zealand, where he graduated with honors.

Kevin Vassily .

Vassily was appointed as our Chief Financial Officer in January 2021.

Vassily was also appointed as a member of our board of directors

in March 2021.

Vassily also serves as a director at Aimfinity Investment Corp.

commencing March 15, 2023, a director at Tungray Technologies

commencing April 2024, and a director at Thunder Power Holdings commencing June 2024.

Prior to joining iPower, from 2019 to January 2021,

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

From October 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 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 China.

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.

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.

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.

Guo was appointed to serve as a director on our board of directors on May 8, 2025.

Guo is a seasoned technology and developer marketing

expert with 14 years of experience in the IT and internet industry, specializing in community building, product management, and strategic

content operations.

Currently a Senior Developer Marketing Manager at Amazon Web Services (AWS) China since May 2021, Ms.

Guo has successfully

led the establishment of the China Developer Center, achieving 1.2 million annual engagements and onboarding 30,000 new developers within

the first year.

Before AWS, Ms.

Guo was the Head of Developer Market at JD Cloud Technology, from October 2018 to May 2021, where they

scaled a developer community to 10 million annual users, generated over 1,000 technical content pieces annually, and established key partnerships

with universities and tech foundations.

At Baidu, Ms.

Guo led the Apollo developer community, building the world’s largest autonomous

driving community with over 100,000 developers and launching a globally recognized autonomous driving curriculum in partnership with top

universities.

A recognized leader in the tech community, Ms.

Guo has been an advisory member at OpenSourceCommunity and an expert committee

member at the China Open Source Promotion Union (COPU).

They are also a member of the China Computer Federation (CCF) Programmer Culture

Committee and have represented AWS China in the LF AI & Data community.

Guo’s core strengths include product strategy, content

operations, community growth, and developer relations, with a proven track record of driving strategic initiatives that foster engagement,

brand visibility, and technical partnerships across major tech ecosystems.

We believe that Ms.

Guo’s extensive experience in computer

science and software will benefit the Company’s business and operations and make them a valuable member of the board of directors.

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 the 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.

Bennet Tchaikovsky.

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From April 2010 to August

Tchaikovsky has served as chief financial officer of VLOV, Inc.

Tchaikovsky 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.

Tchaikovsky 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.

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.

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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.

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.

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.

Liles is the Chairman and CEO of 300 Elektra Entertainment,

a collection of labels under the umbrella of Warner Music Group.

Liles’s ability to create, build and lead some of the biggest

and culturally relevant brands over the past 30 years cements his place in cultural history.

Prior to its sale to Warner Music Group in

Liles was co-founder and CEO of 300 Entertainment, and Head of 300 Studios, the company’s Emmy-winning content and film

Earlier in his career, Mr.

Liles architected Def Jam’s expansion into video games and television in the late 1990s and

early 2000s as President of Def Jam Recordings, and later introduced Artist Services as an Executive Vice President at Warner Music Group

during the 2000s.

In recognition of his personal, professional, and philanthropic achievements, in the past year Mr.

Liles has been honored

with the United Negro College Fund’s Leadership Award, the Black Music Action Coalition’s Social Impact Award, and the Reginald

Lewis Museum of Maryland African-American History and Culture’s Titan Award.

Liles sits on the Board of Gibson Brands, the Recording

Industry Association of America, Free Our Art, and Rolling Sea Action Fund, among others.

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.

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.

Yang was appointed to serve as a director on our board of directors on June 6, 2025.

Yang has served as the Founder and Chief Executive

Officer of Custom Cup Factory, Inc.

since 2020 and as the Founder and Chief Executive Officer of Pacelor since 2022.

From 2017 until 2018,

Yang was founder and operator of Lebonbon, a boutique catering and event service company specializing in desserts, beverages, and

party/event execution.

From 2010 until 2014, Ms.

Yang was a personnel specialist with the United States Navy, where she managed personnel

records, advancement testing and military benefits, among other duties.

We believe that Ms.

Yang’s extensive experience in packaging,

wholesale and logistics will benefit the Company’s business and operations and make Ms.

Yang a valuable member of the board of directors.

Family Relationships

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Governance Committee are Mr.

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

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

The Nominating and Corporate Governance Committee’s responsibilities include:

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Bennet Tchaikovsky

*Kevin Liles served on the board through May 8,

2025, at which time he was replaced by Ms.

EXECUTIVE COMPENSATION

Our named executive officers for the years ended December 31, 2025

and December 31, 2024 were Chenlong Tan and Kevin Vassily.

Summary Compensation Table

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Stock Based Awards

Chairman, Chief Executive Officer, President

Chairman, Chief Executive Officer, President and Interim Chief Financial Officer

Kevin Vassily

Chief Financial Officer

Former Chief Financial Officer (2)

_________________________

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

Vassily resigned as the Company’s Chief Financial Officer on May 31, 2025, at which time Mr.

Tan assumed the position of Interim Chief Financial Officer.

Employment Agreement with Chenlong Tan

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notice by either party.

On May 21, 2025, Mr.

Vassily announced that he would be resigning from the Company, effective May 31, 2025.

such time, Mr.

Tan assumed the position of interim Chief Financial Officer.

Outstanding Equity Awards

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Number of Securities Underlying RSUs(#) Unvested

Kevin Vassily (1)

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

as of June 30, 2024.

Director Compensation

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Bennet Tchaikovsky

Kevin Liles (1)

_______________________

Liles resigned as a director on May 8, 2025 at which time the Board appointed Yue Guo to serve as independent director.

Yang was appointed to the Board effective June 6, 2025.

Yang does not receive cash or stock compensation for her service

on the board as she does not qualify as an independent director.

Our independent directors

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equal installments.

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, 2024 and 2023.

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, 2025 and 2024.

Equity Incentive Plan

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in the grant agreements.

During the fiscal year ended June 30, 2024, the Company granted an additional 62,600 RSUs to our directors and

Vassily’s resignation, stock options for 330,000 shares granted to him had been forfeited.

On August 29, 2024, the Company

granted 1,200,000 shares of stock options (the “2024 Stock Options”) to Chenlong Tan, the Company’s Chief Executive

Officer, pursuant to the terms of the Amended and Restated 2020 Equity Incentive Plan (the “Plan”).

The options have an exercise

price of $1.43 per share (which is 110% of the Fair Market Value of the stock on the grant date).

The 2024 Stock Options have a term of

10 years and will vest as follows:

30,000 2024 Stock Options vested on the grant date (August 29, 2024), and 32,500 2024 Stock Options

will vest on the first day of each month from September 1, 2024, to August 1, 2027.

During the fiscal year ended

June 30, 2025, the Company granted an additional 88,094 RSUs to our directors and employees.

Granting of Certain Equity Awards Close in Time to the

Release of Material Nonpublic Information

We do no t grant equity awards

in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock,

and do not time the public release of such information based on award grant dates.

During the last completed fiscal year, we have not

made awards to any named executive officer or director during the period beginning four business days before and ending one business day

after the filing of a Quarterly Report on Form 10-Q or our Annual Report on Form 10-K or the filing or furnishing of a Current Report

on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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The following table sets forth

the number of shares of common stock beneficially owned as of September 17, 2024 by:

the number of shares of common stock beneficially owned as of October 9, 2025 by:

each of our stockholders who is known by us to beneficially own 5% or more of our common stock;

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Applicable percentage ownership in the following table is

based on the total of 31,425,290 shares of common stock outstanding as of September 20, 2024.

based on the total of 31,493,686 shares of common stock outstanding as of October 9, 2025.

In computing the number of shares beneficially

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Chenlong Tan (1)

Kevin Vassily (2)

Bennet Tchaikovsky (4)

Kevin Liles (4)

All Officers and Directors (5 Persons)

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Tan’s holding consists of (i) 4,073,334 shares directly held by Mr.

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.

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

Tan and certain of his family members, and (iii) 485,000 shares of options vested.

The aforementioned holdings do not include options to purchase 3,682,500 shares of common stock which remain subject to certain vesting conditions.

Guo is a member of our board of directors.

Her holdings consist of (i) 2,778 shares of common stock and (ii) 13,889 RSUs which remain subject to vesting.

Li is a member of our board of directors.

Her holdings consist of (i) 88,749 shares of common stock and (ii) 12,046 RSUs which remain subject to vesting.

Tchaikovsky is a member of our board of directors.

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) 79,409 shares of common stock and (ii) 24,093 RSUs which remain subject to vesting.

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.

Yang is a member of our board of directors.

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

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TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

Unless described below, during

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On April 27, 2021, Mr.

Tan, our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, agreed to reimburse

us for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection

with any settlement agreement entered into by us or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source

of funding of such reimbursement to come from sales of shares then owned by Mr.

Tan, against any damages that the Company may owe Boustead

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

18, 2024, Mr.

Tan, along with co-founder and shareholder Allan Huang, satisfied this obligation by returning a total of 541,667 shares

to the Company’s treasury, to reimburse the company for a $1.3 million settlement with Boustead.

See Note 17 above.

Starting March 1, 2022, the

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.

As of June 30,

2023, the balance of advance from shareholders was $85,200.

As of June 30, 2024, the balance of advance from shareholders was $0.

8, 2023, the Company entered into an agreement with White Cherry Limited (“White Cherry”), a BVI company owned by the former

owner of DHS, for an on-demand, unsecured and subordinated loan (“On-demand Loan”).

Pursuant to the agreement, White Cherry

agreed to loan the Company the amount requested.

The On-demand Loan bears interest at the rate of the Secured Overnight Financing Rate,

or SOFR, plus 1% per annum.

The On-demand Loan is due in 30 days upon receipt of White Cherry’s notice of repayment.

2023, the Company borrowed $2,000,000 from White Cherry, repaid $1 million on July 31, 2023 and $1 million on January 31, 2024.

year ended June 30, 2024, the Company recorded interest of $32,911.

As of June 30, 2024, the outstanding balance of the On-demand Loan

period ended June 30, 2024, the Company started selling products through MII Strategy Inc.

(“MII”), a company owned by the

Company’s CEO, Mr.

Tan, our Chairman, President, Chief Executive Officer and Interim Chief Financial Officer and a beneficial owner more than 5% of our common

stock, agreed to reimburse us for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with

such legal action or in connection with any settlement agreement entered into by us or an indemnitee up to a maximum of $3.5 million in

the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr.

Tan, against any damages

that the Company may owe Boustead Securities, LLC (“Boustead”) or the underwriters, should Boustead be successful in any action

against the Company related to the Company’s initial public offering.

On June 18, 2024, Mr.

Tan, along with co-founder and stockholder

Allan Huang, satisfied this obligation by returning a total of 541,667 shares to the Company’s treasury, to reimburse the Company

for a $1.3 million settlement with Boustead.

On July 8, 2023, the Company entered into an agreement

with White Cherry Limited (“White Cherry”), a BVI company owned by the former owner of DHS, for an on-demand, unsecured and

subordinated loan (“On-demand Loan”).

Pursuant to the agreement, White Cherry agreed to loan the Company the amount requested.

The On-demand Loan bears interest at the rate of the Secured Overnight Financing Rate, or SOFR, plus 1% per annum.

The On-demand Loan

is due in 30 days upon receipt of White Cherry’s notice of repayment.

On July 16, 2023, the Company borrowed $2,000,000 from White

Cherry, repaid $1 million on July 31, 2023 and $1 million on January 31, 2024.

For the years ended June 30, 2025 and 2024, the Company

recorded interest of $0 and $32,911.

As of June 30, 2025, the outstanding balance of the On-demand Loan was fully paid off.

During the period ended June

30, 2024, the Company started selling products through MII Strategy Inc.

(“MII”), a company owned by the Company’s CEO,

Chenlong Tan.

For the year ended June 30, 2024, the amount sold through MII was $95,376.

As of June 30, 2024,

the total amount due from MII was $56,406.

As of June 30, 2025 and 2024, the total amount due from MII was $0 and $56,406.

On April 1, 2024, the Company

borrowed $350,000 short-term loan (“RP Loan”) from an entity owned by Mr.

Allan Huang, one of the majority shareholders of

Allan Huang, one of the majority stockholders of

The RP Loan bears no interest and is due upon receipt of request of repayment.

As of June 30, 2024, the outstanding balance

of the RP Loan was $350,000.

As of June 30, 2025 and 2024, the outstanding

balance of the RP Loan was $0 and $350,000.

On June 3, 2025, the Company,

Custom Cup Factory, Inc.

(“CCF”) and Ms.

Yi Yang, our director, entered into the Limited Liability Company Operating Agreement

(the “Operating Agreement”) of United Package NV, LLC, a Nevada limited liability corporation (the “Joint Venture”).

The Joint Venture will focus on the domestic production of packaging materials to serve the rapidly growing demands of U.S.

seeking reliable, sustainable, and cost-effective supply chain solutions without reliance on offshore manufacturing.

Pursuant to the

terms of the Operating Agreement, the Company owns 2,280 Class A Voting Units (as defined in the Operating Agreement) of the Joint Venture

in consideration for the Joint Venture’s use of the Company’s equipment and facility, Ms.

Yang owns 1,140 Class A Voting

Units of the Joint Venture in consideration for Ms.

Yang’s commitment to manage the business of the Joint Venture and CCF owns

1,710 Class A Voting Units of the Joint Venture in consideration for CCF’s contribution of its marketing expertise, existing sales

channel and customer list.

The Joint Venture will be managed by the Company, CCF and Ms.

Yang is the Founder and Chief Executive

Officer of CCF.

In addition, Ms.

Yang’s entity, Pacelor Inc.

(“Pacelor”), manages a warehouse and provide fulfillment

services for the Company and receives a monthly service fee, which fluctuates from month to month, of approximately $200,000.

is the Founder and Chief Executive Officer of Pacelor.

For the year ended June 30, 2025, the Company received $202,922 service from Pacelor

after it became the related party of Pacelor on June 6, 2025 and the accounts payable to Pacelor as of June 30, 2025 was 78,831.

Yang’s another entity, Pacelor NV Inc.

(“Pacelor NV”) also provides marketing services for the Company.

30, 2025, the outstanding accounts payable to Pacelor NV was $315,019.

Independence of the

Board of Directors

required under the listing standards of The Nasdaq Stock Market, LLC (Nasdaq), a majority of the members of a listed company’s

board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

The board of directors

consults with our outside counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations

regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect

from time to time.

Board undertook a review of the independence of each director.

Based on information provided by each director concerning his or her background,

employment, and affiliations, the Board has determined that Mr.

Bennet Tchaikovsky, Ms.

Hanxi Li and Ms.

Yang Guo do not have relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors is “independent” as that term is defined under the listing standards.

In making these determinations, the Board

considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances

the Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director

and the transactions described in “Certain Relationships and Related Person Transactions.”

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

30, 2024 and 2023, rendered by UHY LLP.

30, 2025 and 2024, rendered by HTL International, LLC, the Company’s current independent registered public accounting firm, and

UHY LLP, the Company’s prior independent registered public accounting firm.

HTL International, LLC

year ended June 30,

Fiscal year ended June 30,

Audit-related fees 2

All other fees

_________________________

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.

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

Audit Committee Pre-Approval Policies

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

Second Amended and Restated Bylaws of iPower Inc.

(incorporated by reference to Exhibit 3.3 to Amendment No.

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

Amended and Restated Bylaws of iPower Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed

June 11, 2025).

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).

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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.

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

and Danilo Cacciamatta (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed February 2, 2021).

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

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

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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.

and Kevin Liles (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed February 2, 2021).

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

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.

30 unchanged sentences

(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.

17 unchanged sentences

Form of Purchase Agreement (incorporated by Reference to Exhibit 10.2 to the Current Report on Form 8-K filed June 18, 2024).

Third Amendment to the Credit Agreement, dated November 8,

2024, by and 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 on November 13, 2024).

Director Offer Letter, dated May 7, 2025, between iPower Inc.

and Yue Guo (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 12, 2025).

Limited Liability Company Operating Agreement, dated June 3, 2025, among United Package NV,

LLC and the Members named therein (incorporated by reference to Exhibit 10.1

to the Current Report on Form 8-K filed on June 6, 2025).

Director Offer Letter, dated June 5, 2025, between iPower Inc.

(incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 9, 2025).

VIE Contract Termination Agreement, dated August 4, 2025, by and between Dayourenzai (Shenzhen) Technology Co.

Ltd., Daheshou (Shenzhen) Information Technology Co.

Ltd., Xiaoyun Liu and Jing Xie (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 12, 2025).

Form of Amendment No.

1 to United Package NV LLC Limited Liability Company Operating Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 9, 2025).

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).

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

Amended and Restated Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Current Report filed on September 9, 2025).

Subsidiaries (incorporated by reference to Exhibit 21.1 to the Quarterly Report on

Form 10-Q filed on May 15, 2025)

Consent of Independent Registered Public Accounting Firm

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

5 unchanged sentences

Incentive-Based Compensation Recovery (Clawback) Policy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 1, 2023)

Earnings Press Release dated October 9, 2025

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

13 unchanged sentences

Chairman of the Board of Directors,

Chief Executive Officer and President

September 20, 2024

Principal Executive Officer

Chief Executive Officer, President and Interim Chief Financial Officer

October 9, 2025

Principal Executive Officer and Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,

1 unchanged sentence

/s/ Chenlong Tan

Chairman of the Board of Directors,

September 20, 2024

Chief Executive Officer and President

(principal executive officer)

/s/ Kevin Vassily

Chief Financial Officer

September 20, 2024

Kevin Vassily

(principal financial and accounting officer)

Chairman of the Board of Directors, Chief Executive Officer, President and Interim Chief Financial Officer

October 9, 2025

(principal executive officer and principal financial and accounting officer)

/s/ Bennet Tchaikovsky

September 20, 2024

October 9, 2025

Bennet Tchaikovsky

/s/ Kevin Lies

September 20, 2024

October 9, 2025

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