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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
October 21, 2025
iPower Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-40391 |
|
82-5144171 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
8798 9th Street
Rancho Cucamonga, CA 91730
(Address Of Principal Executive Offices) (Zip Code)
(626) 863-7344
(Registrant’s Telephone Number, Including
Area Code)
___________________________
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock $0.001 per share |
|
IPW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03. Material
Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03
of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the 2025 annual meeting of stockholders of iPower, Inc. (the “Company”)
held on June 23, 2025 (the “Annual Meeting”), the Company’s stockholders approved a proposal authorizing
the board of directors of the Company (the “Board”), in its sole discretion, to effect a reverse stock split of the outstanding
shares of the Company’s common stock, par value, $0.001 per share (the “Common Stock”), at a reverse split ratio in
the range of one-for-two (1:2) to one-for-two hundred (1:200), as
determined by the Board, whereby every two to two hundred shares of the authorized, issued and outstanding Common Stock will be combined
into one share of authorized, issued and outstanding Common Stock. The voting results of the Annual Meeting were reported on a Form 8-K
filed with the Securities and Exchange Commission on June 24, 2025.
Pursuant
to such authority granted by the Company’s stockholders at the Annual Meeting, the Board approved a reverse split of between one-for-twenty
(1:20) and one-for-thirty (1:30) (the “Reverse Stock Split”) of the Common Stock on October 13, 2025, subject to final determination
of the Company’s management. Company management subsequently determined to effectuate a one-for-thirty (1:30) Reverse Stock Split
and October 22, 2025, the Company filed a certificate of amendment to amend the certificate of incorporation of the Company (the “Certificate
of Amendment”) with the Secretary of State of the State of Nevada, with an effective date of October 27, 2025 (the “Effective
Date”). The Reverse Stock Split will become effective at the start of trading on October 27, 2025 (the “Effective Time”).
When the Reverse Stock Split becomes effective, every thirty (30) shares of the Company’s issued and outstanding Common Stock immediately
prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value
per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s
outstanding warrants and restricted stock units in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase
in the exercise prices of such stock options. The Reverse Stock Split did not change the total number of authorized shares of Common Stock
or preferred stock.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional
share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Common Stock in lieu of such
fractional share.
VStock
Transfer LLC is acting as exchange agent for the Reverse Stock Split and will notify stockholders of record regarding the Reverse Stock
Split. Stockholders who hold their shares in book-entry form or in
“street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing
on October 27, 2025, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted
basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 46265P206.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amendment to Articles of Incorporation |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IPOWER, INC. |
| Dated: October 21, 2025 |
|
|
| |
By: |
/s/ Chenlong Tan |
| |
Name: |
Chenlong Tan |
| |
Title: |
Chief Executive Officer |
