8-K
iPower Inc. (IPW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of report (date of earliest event reported):
February 20, 2026
iPower Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40391 | 82-5144171 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>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 2.02. | Results of Operations and Financial Condition. |
|---|
On February 20, 2026, iPower Inc., a Nevada corporation (the “Company”), issued a press release announcing its earnings for its second quarter ended December 31, 2025. A copy of the press release is attached hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general language in such filing, unless it is specifically identified therein as being incorporated therein by reference.
| Item 9.01. | Financial Statement and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated February 20, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 20, 2026 | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
iPower Reports Fiscal Q2 2026 Results and Completes Strategic Operating Reset
RANCHO CUCAMONGA, CA — February 20, 2026 — iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”) today reported financial results for the fiscal second quarter ended December 31, 2025. Revenue was $7.1 million, reflecting the Company’s deliberate supply chain restructuringand transition to predominantly U.S.-based sourcing during the quarter, while gross profit was $3.1 million and gross margin remained strong at 44.0%. Total operating expenses declined 28% year-over-year to $5.6 million compared to the quarter ended December 31, 2024. Net loss attributable to iPower was $1.2 million, or $(1.08) per share. The Company reported $2.0 million of cash and cash equivalents, $2.2 million of restricted cash, and approximately $2.2 million of digital assets.
During December 2025, the Company implemented a Digital Asset Treasury (“DAT”) strategy with an institutional investor after closing on the first tranche of an up to$30 million convertible note offering, receiving $6.5 million in gross proceeds. Subsequent to quarter-end, in February 2026, iPower completed the divestiture of Global Product Marketing Inc. (“GPM”) for approximately $2.3 million in total consideration and authorized a $2 million share repurchase program.
Management Commentary
“Our fiscal second quarter reflects a deliberate strategic transition,” said Lawrence Tan, CEO of iPower. “In December 2025, we implemented our first institutional Digital Asset Treasury strategy, advancing our crypto infrastructure initiatives while maintaining disciplined execution across our core operations.”
“At the same time, we made the active decision to restructure our supply chain, consolidate vendors, and shift toward primarily U.S.-based sourcing. While this transition temporarily reduced revenue levels, we believe this transition will strengthen long-term reliability, margin stability, and operational control. Subsequent to quarter-end, we divested GPM, which historically represented a significant operating cost center, materially lowering our forward expense base.”
“Importantly, our Board authorized iPower’sfirst-ever $2 million share repurchase program, reflecting confidence in our strengthened balance sheet and the long-term value of ourbusiness.
“The February restructuring was not simplya divestiture — it marked the beginning of a new chapter for iPower. We streamlined our sourcing, strengthened our financial position,reduced structural costs, and positioned our business to selectively invest in infrastructure-driven growth opportunities.”
Fiscal Second Quarter 2026 Financial Summary
Revenue for the fiscal second quarter of 2026 was $7.1 million. The decline from prior-year levels was primarily attributable to the Company’s proactive supply chain restructuring. During the quarter, iPower intentionally reduced purchase volumes from certain legacy international vendors and paused selected SKUs while transitioning to a predominantly U.S.-based sourcing model. This deliberate shift temporarily reduced available inventory and sales volume but was undertaken to improve supply chain transparency, reduce geopolitical and logistics risk, and enhance long-term gross margin durability.
Gross profit was $3.1 million, and grossmargin remained stable at 44.0%, demonstrating that the core economics of the Company’s supply chain platform remained intact despite lower revenue during the transition period.
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Total operating expenses declined to $5.6 million, down 28% year-over-year, driven by personnel reductions, tighter expense controls, and operational efficiencies implemented alongside our supply chain restructuring.
Net loss attributable to iPower was $1.2 million, or $(1.08) per share, reflecting lower revenue during the transition period and ongoing strategic investments, including the initial implementation of the Company’s Digital Asset Treasury initiative.
During the quarter, iPower continued to reduce traditional borrowings, with short-term debt declining to $2.6 million as of December 31, 2025 from $3.7 million as of June 30, 2025. As of December 31, 2025, the Company reported $2.0 million of cash and cash equivalents, $2.2 million of restricted cash, and approximately $2.2 million of digital assets; total debt was approximately $8.4 million, including $5.8 million of convertible notes.
Post-Quarter Strategic Update
In February 2026, subsequent to the quarter close, iPower completed the divestiture of GPM, eliminating a major operating cost center while retaining iPower’s core supply chain, fulfillment, and infrastructure assets. The transaction generated approximately $2.3 million in consideration and reduces forward operating expense requirements.
Because the divestiture was completed after December 31, 2025, the reported Q2 results do not reflect the full impact of the restructuring. Management expects the streamlined operating model and predominantly U.S.-based supply chain to provide a stronger and more resilient operating foundation going forward.
The Company also authorized its first-ever$2 million share repurchase program, under which repurchases may be made from time to time through open market purchases or privately negotiated transactions, subject to market conditions and applicable legal requirements.
About iPower Inc.
iPower Inc. (Nasdaq: IPW) is a technology- and data-driven supply chain and infrastructure provider for online retailers and brands, operating at the intersection of digital assets and real-world commerce. The Company delivers procurement, fulfillment, logistics, and software-enabled services, and is executing a broader crypto strategy through licensed partners and compliant infrastructure. For more information, please visit www.meetipower.com.
Forward-Looking Statements
All statements other than statements of historical fact in this press release are forward-looking statements, including statements regarding the share repurchase program, the anticipated benefits of the financing, the implementation of iPower’s digital asset strategy, and iPower’s future business plans. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that iPower believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. iPower undertakes no obligation to update forward-looking statements except as may be required by law. Actual results may differ materially from those anticipated. Investors are encouraged to review iPower’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Media & Investor Contact
IPW.IR@meetipower.com
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iPower Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and June 30, 2025
| June 30, | |||||
|---|---|---|---|---|---|
| 2025 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalent | 2,011,738 | $ | 2,007,890 | ||
| Accounts receivable, net | 5,168,143 | 6,124,008 | |||
| Inventories, net | 3,611,859 | 8,131,203 | |||
| Restricted Cash - BitGo | 2,209,000 | – | |||
| Prepayments and other current assets, net | 1,691,476 | 3,111,210 | |||
| Total current assets | 14,692,216 | 19,374,311 | |||
| Non-current assets | |||||
| Right of use - non-current | 3,286,752 | 3,915,539 | |||
| Property and equipment, net | 187,372 | 390,349 | |||
| Deferred tax assets, net | 4,753,025 | 3,724,462 | |||
| Goodwill | 3,034,110 | 3,034,110 | |||
| Investment in joint venture | 678,706 | 385,180 | |||
| Intangible assets, net | 2,656,643 | 2,981,328 | |||
| Digital assets | 2,214,759 | – | |||
| Other non-current assets | 2,493,705 | 1,837,488 | |||
| Total non-current assets | 19,305,072 | 16,268,456 | |||
| Total assets | 33,997,288 | $ | 35,642,767 | ||
| LIABILITIES AND EQUITY | |||||
| Current liabilities | |||||
| Accounts payable, net | 3,056,935 | $ | 7,180,009 | ||
| Other payables and accrued liabilities | 981,832 | 1,893,921 | |||
| Lease liability - current | 1,418,909 | 1,361,111 | |||
| Short-term loan payable | 1,500,000 | – | |||
| Short-term loan payable - related party | 1,063,278 | – | |||
| Revolving loan payable, net | – | 3,737,602 | |||
| Income taxes payable | 3,512 | 280,155 | |||
| Total current liabilities | 8,024,466 | 14,452,798 | |||
| Non-current liabilities | |||||
| Convertible notes payable | 4,381,531 | – | |||
| Derivative liability - Conversion option | 1,413,100 | – | |||
| Lease liability - non-current | 2,193,849 | 2,913,967 | |||
| Total non-current liabilities | 7,988,480 | 2,913,967 | |||
| Total liabilities | 16,012,946 | 17,366,765 | |||
| Commitments and contingency | – | – | |||
| Stockholders' Equity | |||||
| Preferred stock, 0.001 par value; 20,000,000 shares<br> authorized; 0 shares issued and outstanding at September 30, 2025 and June 30, 2025 | – | – | |||
| **Common stock, 0.001 par value; 180,000,000 shares<br> authorized; 1,081,460 and 1,045,330 shares issued and outstanding at December 31, 2025 and June 30, 2025 | 1,082 | 1,045 | |||
| Additional paid in capital | 34,891,869 | 33,481,201 | |||
| Accumulated deficits | (16,925,818 | ) | (15,198,889 | ) | |
| Non-controlling interest | (47,462 | ) | (47,462 | ) | |
| Accumulated other comprehensive loss | 64,671 | 40,107 | |||
| Total stockholders' equity | 17,984,342 | 18,276,002 | |||
| Total liabilities and stockholders' equity | 33,997,288 | $ | 35,642,767 |
All values are in US Dollars.
**all shares of common stock and per share numbersin the unaudited condensed consolidated financial statements have been adjusted retroactively to reflect the 1-for-30 reverse stock spliteffected on October 27, 2025 for all periods presented.
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iPower Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
For the Three and Six Months Ended December 31, 2025 and 2024
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
| REVENUES | ||||||||||||
| Product sales | $ | 7,133,602 | $ | 17,606,889 | $ | 17,618,347 | $ | 35,882,301 | ||||
| Service income | – | 1,465,682 | 1,532,722 | 2,198,791 | ||||||||
| Total revenues | 7,133,602 | 19,072,571 | 19,151,069 | 38,081,092 | ||||||||
| COST OF REVENUES | ||||||||||||
| Product costs | 3,994,680 | 9,461,119 | 9,872,942 | 19,378,567 | ||||||||
| Service costs | – | 1,221,566 | 1,332,681 | 1,824,742 | ||||||||
| Total cost of revenues | 3,994,680 | 10,682,685 | 11,205,623 | 21,203,309 | ||||||||
| GROSS PROFIT | 3,138,922 | 8,389,886 | 7,945,446 | 16,877,783 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Selling and fulfillment | 3,075,161 | 4,628,914 | 8,255,351 | 10,543,722 | ||||||||
| General and administrative | 2,501,738 | 3,077,365 | 3,823,251 | 8,396,888 | ||||||||
| Total operating expenses | 5,576,899 | 7,706,279 | 12,078,602 | 18,940,610 | ||||||||
| INCOME (LOSS) FROM OPERATIONS | (2,437,977 | ) | 683,607 | (4,133,156 | ) | (2,062,827 | ) | |||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest expenses | (167,222 | ) | (140,672 | ) | (228,941 | ) | (280,634 | ) | ||||
| Loss on equity method investment | – | (802 | ) | – | (1,721 | ) | ||||||
| Loss on deconsolidation of VIE | – | – | (39,624 | ) | – | |||||||
| Unrealized gain (loss) on digital assets | 5,759 | – | 5,759 | – | ||||||||
| Change in fair value of derivative liability | 176,600 | – | 176,600 | – | ||||||||
| Loss on extinguishment of debt | (24,100 | ) | – | (24,100 | ) | – | ||||||
| Other non-operating income (expenses) | 433,151 | (205,958 | ) | 1,232,441 | 12,728 | |||||||
| Total other income (expenses),<br> net | 424,188 | (347,432 | ) | 1,122,135 | (269,627 | ) | ||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (2,013,789 | ) | 336,175 | (3,011,021 | ) | (2,332,454 | ) | |||||
| PROVISION FOR INCOME TAX EXPENSE (BENEFIT) | (820,508 | ) | 120,511 | (1,284,092 | ) | (516,001 | ) | |||||
| NET INCOME (LOSS) | (1,193,281 | ) | 215,664 | (1,726,929 | ) | (1,816,453 | ) | |||||
| Non-controlling interest | – | (3,155 | ) | – | (5,991 | ) | ||||||
| NET INCOME (LOSS) ATTRIBUTABLE<br> TO IPOWER INC. | $ | (1,193,281 | ) | $ | 218,819 | $ | (1,726,929 | ) | $ | (1,810,462 | ) | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| Foreign currency translation adjustments | (379 | ) | 156,130 | 24,564 | 101,076 | |||||||
| COMPREHENSIVE<br> INCOME (LOSS) ATTRIBUTABLE TO IPOWER INC. | $ | (1,193,660 | ) | $ | 374,949 | $ | (1,702,365 | ) | $ | (1,709,386 | ) | |
| WEIGHTED AVERAGE NUMBER OF COMMON STOCK | ||||||||||||
| Basic** | 1,102,378 | 1,047,917 | 1,075,986 | 1,047,570 | ||||||||
| Diluted** | 1,102,378 | 1,047,917 | 1,075,986 | 1,047,570 | ||||||||
| EARNINGS (LOSSES) PER SHARE | ||||||||||||
| Basic | $ | (1.08 | ) | $ | 0.21 | $ | (1.60 | ) | $ | (1.73 | ) | |
| Diluted | $ | (1.08 | ) | $ | 0.21 | $ | (1.60 | ) | $ | (1.73 | ) |
**all shares of common stock and per sharenumbers in the unaudited condensed consolidated financial statements have been adjusted retroactively to reflect the 1-for-30 reversestock split effected on October 27, 2025 for all periods presented.
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