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8-KAccepted Sep 15, 5:19 PM ET

iPower Inc. Completes $3M Optional Closing Under Convertible Note Facility

IPWiPower Inc.

Accepted (ET)

5:19 PM

Sep 15, 2026

Filed

Sep 15, 2026

Documents

12

Size

652.8 KB

Summary

iPower Inc. Completes $3M Optional Closing Under Convertible Note Facility

Updated

What Happened

  • On September 15, 2026, iPower Inc. announced an Additional Optional Closing under its December 22, 2025 Securities Purchase Agreement with an institutional investor. The Company issued $3,000,000 aggregate principal amount of Series A senior secured convertible notes and received approximately $2,820,000 in gross proceeds (paid at $940 per $1,000 principal), before fees and expenses.
  • The Series A Notes carry a 6% original issue discount structure, were issued in reliance on Regulation D, and have a fixed conversion price of $3.156 per share (120% of iPower’s Nasdaq closing price on September 15, 2026). The Purchase Agreement was previously amended (July 6, 2026) to increase available facility funds by $2.0M and remove certain restrictions on use of proceeds.

Key Details

  • Closing date: September 15, 2026; Series A principal issued: $3,000,000; gross proceeds received: ~$2,820,000.
  • Conversion price: $3.156 per share (120% of Nasdaq close on 9/15/2026).
  • To date aggregate Series A principal sold: $15,184,024; $15,000,000 of Series A capacity remains available for issuance; $9,084,580 of Series A principal has been converted so far.
  • Placement agent fee: 6% cash fee paid to Digital Offering (fees and expenses reduced the net proceeds).

Why It Matters

  • The transaction provides near-term cash (~$2.82M before fees) to iPower under an existing convertible note facility, while leaving significant capacity for additional funding under the Purchase Agreement.
  • The notes are convertible at a fixed price ($3.156), so future conversions would increase the company’s outstanding shares and could dilute existing shareholders; investors should monitor outstanding principal and conversion activity.
  • Terms (6% OID, placement fees, secured status) affect net proceeds and creditor priority; the form of the Series A note is filed as Exhibit 10.1 for full terms.

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