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Item 9A. Controls and Procedures

2026-10-02 compared with 2025-10-09 · 279 added, 290 removed, 463 unchanged (55% of the section changed)

CONTROLS AND PROCEDURES

As required by Rule 13a-15

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.

As required by Rule 13a-15 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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Limitations on the Effectiveness of Controls

A control system, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures are designed to provide

reasonable assurance of achieving its objectives.

A control system, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures are designed to provide reasonable

assurance of achieving its objectives.

Management’s Report on Internal Control

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hiring additional accountants and consultants and implementing controls and procedures over the financial reporting process.

It should be noted that any

system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of

the system are met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in

achieving its stated goals under all potential future conditions, regardless of how remote.

It should be noted that any system

of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions, regardless of how remote.

In light of the material weaknesses

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

Changes in Internal Control over Financial

There have been no changes

in our internal controls over financial reporting that occurred during the fiscal year ended June 30, 2025 that have materially affected,

Changes in Internal Control over Financial Reporting

There have been no changes in

our internal controls over financial reporting that occurred during the fiscal year ended June 30, 2026 that have materially affected,

or are reasonably likely to materially affect, 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.

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Executive Officers and Directors

All of our directors hold

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

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

All of our directors hold office

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

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, Interim Chief Financial Officer, President, and Director

Independent Director

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Chenlong Tan .

Tan cofounded our Company in 2018 and is the Chairman, Chief Executive Officer and President.

He has held the position of Chief Executive

Officer since April 2018 and assumed the positions of Chairman, President and Interim Chief Financial Officer in January 2020.

held the position of Interim Chief Financial Officer until January 2021.

From 2010 until 2018, Mr.

Tan was the cofounder, Chief Executive

Officer and Chief Information Officer at our predecessor, BizRight LLC, where he built the business from the ground up to achieve $20

million in sales through data driven development.

Tan cofounded our Company in 2018 and is the Chairman, Chief Executive Officer, Interim Chief Financial Officer, and President.

held the position of Chief Executive Officer since April 2018 and assumed the positions of Chairman, President and Interim Chief Financial

Officer in January 2020.

Tan held the position of Interim Chief Financial Officer until January 2021, and again since June 2025.

2010 until 2018, Mr.

Tan was the cofounder, Chief Executive Officer and Chief Information Officer at our predecessor, BizRight LLC, where

he built the business from the ground up to achieve $20 million in sales through data driven development.

From 2002 until 2010, Mr.

Tan served as a Solution Architect and Senior Software Engineer

at various companies, where he took a lead role, managing consultants, business architects and project managers, in working with healthcare

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

served as a Solution Architect and Senior Software Engineer at various companies, where he took a lead role, managing consultants, business

architects and project managers, in working with healthcare companies in completing scoping requirements, solution gathering and project

management, among other things.

Tan received his B.Sc.

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

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

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

Guo is a seasoned technology and developer marketing

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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.

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.

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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.

Tchaikovsky has been a full-time professor at Irvine Valley

From January 2022 to June 2024, Mr.

Tchaikovsky served as a part-time accounting instructor at California State

University, Fullerton.

Tchaikovsky served as 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.

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

From February 2021 through July 2022, Mr.

Tchaikovsky served as a member of the board of directors

for Industrial Human Capital, Inc.

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.

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.

From November

2013 to August 2019, Mr.

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

From August 2013 to May 2014, Mr.

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

of Pasadena City College.

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 August 2011 to January 2013 and as its chief financial officer from September 2009 to July 2011.

From April 2010 to August 2013,

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of directors and its committees.

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

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

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Involvement in Certain Legal Proceedings

To our knowledge, during the

past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

To our knowledge, during the past

ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

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Board Committees

Our board of directors has

established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each of these committees

operates under a charter that has been approved by our board of directors, as set forth below.

Our board of directors has established

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each of these committees operates under

a charter that has been approved by our board of directors, as set forth below.

Audit Committee .

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The members of the Nominating and

Governance Committee are Mr.

Governance Committee are Ms.

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

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

On September 3, 2025, the board of directors

of the Company adopted an amended and restated policy on insider trading (the “Amended and Restated Insider Trading Policy”).

The Amended and Restated Insider Trading Policy was updated in order to adjust the blackout period from three weeks before quarter end

to two weeks before quarter end and update the requirements for establishing a 10b5-1 plan.

Incentive-Based Compensation Recovery (Clawback)

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Limitation of Directors Liability and Indemnification

The Nevada Revised Statutes

(“NRS”) authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors

to corporations and their stockholders for monetary damages for breach of their fiduciary duties.

iPower maintains stand-alone

director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to

us, including matters arising under the Securities Act.

In addition, Nevada law and our bylaws provide that we will indemnify our directors

and officers who, by reason of the fact that he or she is an officer or director, is involved in a legal proceeding of any nature.

The Nevada Revised Statutes (“NRS”)

authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors to corporations and

their stockholders for monetary damages for breach of their fiduciary duties.

iPower maintains stand-alone director

and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including

matters arising under the Securities Act.

In addition, Nevada law and our bylaws provide that we will indemnify our directors and officers

who, by reason of the fact that he or she is an officer or director, is involved in a legal proceeding of any nature.

There is no pending litigation

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Indemnification Agreements

To date, we have no specific

indemnification agreements with our directors or executive officers.

However, our officers and directors are entitled to indemnification

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

To date, we have no specific indemnification

agreements with our directors or executive officers.

However, our officers and directors are entitled to indemnification 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 COMPLIANCE

Section 16(a) of the Exchange

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officers, directors and 10% stockholders were met during the year ended June 30, 2026, except for the following:

Transactions Covered

Number of Shares

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.

Our named executive officers for the years ended June 30, 2026 and

2025 were Chenlong Tan and Kevin Vassily.

Summary Compensation Table

The following table presents

information regarding the total compensation earned by our executive officers who were serving as executive officers as of June 30, 2025,

for services rendered in all capacities to us for the fiscal years ended June 30, 2025 and 2024.

The following table presents information

regarding the total compensation earned by our executive officers who were serving as executive officers as of June 30, 2026, for services

rendered in all capacities to us for the fiscal years ended June 30, 2026 and 2025.

Name and Principal Position

Stock Based Awards

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

Chairman, Chief Executive Officer, President and

Interim Chief Financial Officer

Kevin Vassily

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Employment Agreement with Chenlong Tan

On July 1, 2020, we entered

into an employment agreement with our Chief Executive Officer, Chenlong Tan.

On July 1, 2020, we entered into

an employment agreement with our Chief Executive Officer, Chenlong Tan.

Tan’s employment agreement, Mr.

base compensation of $20,000 per month, is entitled to performance cash bonus compensation based on achievement of certain pre-determined

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 the board of directors or Compensation Committee approval.

Tan receives base

compensation of $20,000 per month, is entitled to performance cash bonus compensation based on achievement of certain pre-determined 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 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

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 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 and the Company.

Employment Agreement with Kevin Vassily

On January 29, 2021, we entered

into an employment agreement with our Chief Financial Officer, Kevin Vassily.

Vassily’s employment agreement, Mr.

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 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.

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

Outstanding Equity Awards at June 30, 2026

The following table provides

information regarding outstanding equity awards held by our named executive officers as of June 30, 2025.

The following table provides information

regarding outstanding equity awards held by our named executive officers as of June 30, 2026.

Restricted Stock Unit Awards

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Director Compensation

We reimburse all members of

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

We reimburse all members of our

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

This table summarizes

the compensation paid to each of our independent directors who served in such capacity during the fiscal year ended June 30, 2026.

Fees Earned or Paid in Cash

Stock Based Awards

Fees Earned or

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

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 Amended Equity Incentive Plan.

The RSUs vest monthly in 12 substantially

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, 2025 and 2024.

Our independent directors each

receive (i) $10,000 annual cash compensation, payable in equal quarterly installments, and (ii) $10,000 in restricted stock units (“RSUs”),

which were issued pursuant to our 2020 Amended Equity Incentive Plan.

The RSUs vest quarterly in substantially equal installments.

addition, the chairman of our audit committee is entitled to receive an additional $10,000 in cash and $10,000 in RSUs, vested in equal

quarterly installments.

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

Equity Incentive Plan

On October 15, 2020, the Company’s

board of directors adopted, and its stockholders approved and ratified, the iPower Inc.

On October 15, 2020, the Company’s board of

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

2020 Equity Incentive Plan.

Further on May 5,

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

The 2020 Amended Equity Incentive Plan allows for the issuance of up to 10,000,000 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 2020 Amended Equity Incentive Plan is to provide an incentive to the Company’s directors, officers, employees,

Further on May 5, 2021, the

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

Amended and Restated 2020 Equity

Incentive Plan (the “Plan”).

The Plan allows for the issuance of up to 50,000,000 shares of Common Stock, whether in the form

of stock 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.

On November 16, 2021 and December

6, 2022, the Company filed a registration statement on Form S-8 registering all shares issuable under the Plan, which was subsequently

amended on December 6, 2022 and September 15, 2023, November 22, 2023, and April 17, 2026.

The board of directors believes

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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.

referenced above, on May 13, 2022, the Company granted stock options (the “Option Grants”) in the amount of (i) 1,389 shares

to Chenlong Tan, our Chief Executive Officer and (ii) 153 shares to Kevin Vassily, our former Chief Financial Officer.

The Option Grants

have an exercise price of $2,419.2 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.

Vassily’s resignation, stock options for 153 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).

granted 556 shares of stock options (the “2024 Stock Options”) to Mr.

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 $3,088.8 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

14 shares vested on the grant date (August 29, 2024), and 15 shares will vest on the first day of each

month from September 1, 2024, to August 1, 2027.

On November 12, 2025, the Company

granted $800,000 in RSUs as bonus to Chenlong Tan, the CEO of the Company.

As a result, 1,127 RSUs, calculated based on the closing price,

$709.85, on the grant date, were issued to Mr.

The RSUs vested immediately but contained a deferred settlement provision.

settlement of the vested RSUs shall occur on the earliest of the following Code Section 409A-permitted payment events:

(1) change of control

of the Company that qualifies as a “change in control event” as defined under Code Section 409A;

(2) Reporting Person’s

separation from service (subject to any required delay under the Amended and Restated 2020 Equity Incentive Plan;

(3) upon the Reporting

Person’s death or disability, or (4) in the event of an “unforeseeable financial emergency,” as defined under Code Section

During the years ended June 30,

2026, the Company granted an additional 2,480 shares of RSUs to the Company’s employees and directors, respectively.

Granting of Certain Equity Awards Close in Time to the Release of

Material Nonpublic Information

We do no t grant equity awards

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compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

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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 prospectus.

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., 8798 9th Street, Rancho Cucamonga, CA 91730.

owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person

that are exercisable as of, or within sixty (60) days of, the date of this Annual Report are deemed to be outstanding and beneficially

owned by such person.

Such shares, however, are not deemed to be outstanding for 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

Unless indicated below, the address of each individual listed below is c/o iPower Inc., 8798 9th Street, Rancho Cucamonga, CA 91730.

Name of Beneficial Owner

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Beneficial Owners of more than 5%

Allan Huang (6)

White Cherry Limited (7)

_________________________

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(ii) 1,852 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.

Tan and certain of his family members, (iii) 420 shares of options vested, and (iv) 1,127 shares of RSUs vested with deferred settlement.

The aforementioned holdings do not include options to purchase 1,524 shares of common stock which remain subject to certain vesting conditions.

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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.

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

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

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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.

On April 27, 2021, 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.

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 stockholders of

On July 9, 2025, the Company

borrowed $500,000 as a short-term loan (“RP Loan 2”) from an entity owned by Mr.

Allan Huang, one of the shareholders of the

The RP Loan 2 bears no interest and is due upon receipt of request of repayment.

As of June 30, 2025 and 2024, the outstanding

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

As of June 30, 2026, The RP Loan 2 had been

fully paid off.

On November 24, 2025, the

Company issued three promissory notes totaling $2 million (the “Promissory Notes”) in exchange for gross proceeds of $2 million.

The Promissory Notes were entered into with certain investors and related parties, including $500,000 from an entity controlled by the

Company’s CEO, Chenlong Tan.

The Promissory Notes bear 6.5% interest per annum and are repayable upon the earlier of 90 days or

the Company’s entry into new financing arrangements.

The funds received in connection with the Company’s issuance of the Promissory

Notes was used to pay off the Company’s existing ABL with JPMorgan Chase Bank, N.A.

(“JPMorgan”).

For year ended June

30, 2026, the Company recorded interest expense of $29,250, respectively.

As of June 30, 2026, the Promissory Notes had been fully paid

On November 28, 2025, the

Company borrowed $50,000 from an entity controlled by the Company’s CEO, Chenlong Tan, for short-term liquidity needs.

The borrowing

was non-interest-bearing and repayable on demand.

As of June 30, 2026, the borrowing had been fully repaid.

On June 3, 2025, the Company,

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(“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.

Yi Yang, our new director appointed on June 6, 2025, 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.

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

manufacturing.

See Note 3 above for details.

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.

entity, Pacelor Inc.

(“Pacelor”), manages a warehouse and provides fulfillment services for the Company and receives a monthly

service fee, which fluctuates from month to month.

Yang is the Founder and Chief Executive Officer of Pacelor.

As a result, Pacelor

has become a related party of the Company since June 6, 2025.

For the years ended June 30, 2026 and 2025, the Company received $3,394,399

and $202,922, respectively, in services from Pacelor.

As of June 30, 2026 and 2025, the accounts payable to Pacelor was $240,425 and $78,831,

respectively.

Yang’s other 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.”

During the year ended June 30, 2026, the Company recorded $100,470 of selling expense.

As of June 30, 2026 and 2025, the outstanding accounts

payable to Pacelor NV was $415,489 and $315,019, respectively.

Independence of the Board

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

The 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.

Tchaikovsky, Ms.

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

HTL International, LLC

year ended June 30,

Fiscal year ended June 30,

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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 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 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 Committee Pre-Approval Policies

5 unchanged sentences

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

Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 21, 2025).

Third 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 Amendment to the Sixth Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed May 22, 2026).

Certificate of Amendment to the Sixth Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 5, 2026).

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

Form of Warrant (incorporated by Reference to Exhibit 4.1 to the Current Report on Form 8-K filed June 18, 2024).

Form of Series A Senior Secured Convertible Notes (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 23, 2025).

Form of Series B Senior Secured Convertible Notes (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 23, 2025).

Form of Series A Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report dated February 10, 2026).

Form of Series A Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated May 19, 2026).

Description of Registrant’s Securities

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

83 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).

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).

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).

(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).

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).

Form of Promissory Note (portions of this exhibit have been omitted due to confidentiality in accordance with Item 601(b)(2)(ii) of Regulation S-K) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 1, 2025).

Form of Securities Purchase Agreement, dated December 22, 2025, between iPower Inc.

and the Investor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 23, 2025).

Form of Guaranty (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 23, 2025).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 23, 2025).

Software Asset Transfer Agreement, dated February 1, 2026, between iPower Inc.

and Global Product Marketing, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2026).

Stock Purchase Agreement, dated February 1, 2026, between iPower Inc.

and ETTS AI Investment, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2026).

Promissory Note, dated February 1, 2026, between iPower Inc.

and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2026).

Supply and Distribution Agreement, dated February 1, 2026, between iPower Inc., Global Product Marketing, Inc.

and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 2, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 10, 2026).

Addendum to Promissory Note, by and between iPower Inc.

and ETTS AI Investment LLC, dated March 26, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2026).

Sublease Agreement, dated April 2, 2026, between iPower Inc.

and Dezheng Logistics Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed onApril 17, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 19, 2026).

Supplement to Supply and Distribution Agreement, dated June 30, 2026, between iPower Inc., Global Product Marketing, Inc.

and ETTS AI Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 2, 2026).

Form of Series A Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 6, 2026).

Form of Amendment to Securities Purchase Agreement, dated July 6, 2026, between iPower Inc.

and the investors named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 6, 2026).

Form of Joinder to Guaranty, dated July 21, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 21, 2026).

Third Amended and Restated 2020 Equity Incentive Plan (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 22, 2026)

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

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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.

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Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned,

thereunto duly authorized.

15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf

by the undersigned, thereunto duly authorized.

/s/ Chenlong Tan

3 unchanged sentences

Principal Executive Officer and Principal Financial and Accounting Officer

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

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Chenlong Tan

9 unchanged sentences

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