iPower Inc. 8-K/A

What Happened
iPower Inc. announced (Dec 22–23, 2025) a Securities Purchase Agreement with an institutional investor establishing a 6% original‑issue‑discount (OID) senior secured convertible note facility with an aggregate original principal amount of $30,000,000. The investor initially purchased Series A and Series B convertible notes (private and registered tranches), and the Company received gross proceeds of $6,580,000 at closing. The notes are secured by a first‑priority lien on iPower’s cryptocurrency and crypto‑related assets and are guaranteed by its subsidiaries.

Key Details

• Facility size and initial sales: up to $30,000,000 convertible note facility; initial purchases include $5,184,024 Series A (private) and $1,815,976 Series B (registered); parties expect to close an additional ≈$2,000,000 of Series A, bringing notes sold to $9,000,000.
• Proceeds and fees: gross proceeds at closing were $6,580,000; placement agent Digital Offering LLC received $394,800 in fees.
• Note economics: interest 10% per year (rises to 17% on default); maturity Dec 23, 2027; fixed conversion price $17.70/share with alternate VWAP‑based conversion mechanics and a floor price of $2.27/share (subject to adjustment).
• Security, guarantees & registration rights: notes are senior secured by the Company’s crypto assets (first‑priority security interest); subsidiaries provided guaranties; Company must file a registration statement within 30 days to register Series A conversion shares (effective within 60 days) or pay contractual cash penalties (1.5% of original principal, recurring every 30 days until cured).
• Stockholder approvals (Dec 21, 2025): majority vote (~53.1% of outstanding voting power) approved the convertible facility and related actions, including increasing authorized shares to 1 billion, authorizing the Board to implement a reverse stock split (1‑for‑up‑to‑250), and adopting a mirror preferred stock.

Why It Matters
This transaction provides iPower with near‑term cash (gross $6.58M at closing) and access to a larger $30M debt facility, but it creates secured debt backed by the company’s cryptocurrency holdings and includes conversion features that can dilute common shareholders if converted. The registration and resale path differs by tranche: Series B shares are registered at issuance and freely tradable; Series A conversion shares are restricted until the Company satisfies registration obligations (failure triggers cash penalties). Stockholder approvals expanded the share authority and gave the Board tools (reverse split, mirror preferred) that could be used for Nasdaq compliance or to manage share counts — all items investors should watch when assessing dilution risk and the company’s balance sheet changes.