iPower Inc. 8-K

What Happened

• On February 1, 2026, iPower Inc. announced a restructuring that includes a Software Asset Transfer Agreement with its then-wholly owned subsidiary Global Product Marketing, Inc. (GPM), and the sale of GPM to ETTS AI Investment LLC (ETTS AI) under a Stock Purchase Agreement. iPower received a $2.3 million promissory note as consideration. The company filed the transactions on Form 8-K (Item 1.01) and furnished a press release on February 2, 2026 (Item 8.01, Exhibit 99.1).

Key Details

• Software transfer: GPM assigned its software assets to iPower and iPower assumed outstanding vendor payables related to those assets.
• License back: GPM received a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce and modify the licensed software.
• Sale consideration: iPower sold GPM to ETTS AI in exchange for a $2.3 million promissory note payable in full in seven years; the note is prepayable at any time.
• Revenue-sharing & resale: If GPM resells the Original Software code, GPM must pay iPower 50% of the proceeds.
• Supply & Distribution Agreement (dated Feb 1, 2026): iPower will act as exclusive supplier in the U.S., Canada and Mexico for existing SKUs historically distributed to GPM; iPower may add up to a 15% margin on net cost. Payment terms tie to GPM’s collections (payments due within seven days of GPM receiving customer payment). The “Margin” may be applied dollar-for-dollar as a credit against the outstanding promissory note. The agreement term is five years with automatic two-year renewals unless 90 days’ notice is given.

Why It Matters

• The transactions move iPower from owning a sales-oriented subsidiary to being the supplier and licensor of the software and products, shifting the sales cost center off iPower’s balance while creating a receivable (the $2.3M promissory note).
• The license-back and supply agreement preserve ongoing collaboration and a channel for future sales between iPower and GPM/ETTS AI, while providing mechanisms (margin credits from orders) that could accelerate repayment of the note.
• Investors should note this is a strategic restructuring and financing arrangement disclosed on Form 8-K; the filing does not include new audited financial results or projections. Review the filed agreements (Exhibits 10.1–10.4) and the February 2, 2026 press release (Exhibit 99.1) for full terms.