8-K - IPW - Equibles

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 2, 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 1.01.	Entry into a Material Definitive Agreement.

Software Asset Transfer Agreement

On February 1, 2026, iPower Inc, a Nevada corporation (“iPower” or the “Company”), entered into a software asset transfer agreement (the “Software Asset Transfer Agreement”) with its then-wholly owned subsidiary, Global Product Marketing, Inc., a Nevada corporation (“GPM”), pursuant to which GPM assigned, transferred and conveyed to iPower all of GPM’s right, title and interest in its Software Assets (as defined in the agreement), and iPower assumed all outstanding vendor payables related to the Software Assets. In addition, the Software Asset Transfer Agreement granted GPM a non-exclusive worldwide, perpetual, irrevocable and royalty free license to use, reproduce and modify the licensed software, thus allowing iPower and GPM to collaborate in the software development on a going forward basis. Further, in the event GPM resells the Original Software code (as defined in the agreement), GPM shall pay iPower 50% of the proceeds received in relation to such sale.

Thereafter, on February 1, 2026, the Company entered into a stock purchase agreement (the “SPA”) with ETTS AI Investment LLC, a Nevada limited liability company (“ETTS AI”), pursuant to which the Company sold its equity interest in GPM and its underlying entities to ETTS AI in exchange for a $2.3 million promissory note (the “Promissory Note”). The Promissory Note is repayable in full in seven years, may be prepaid at any time, and repayment may be credited from time to time by purchase orders (as described below) made under a supply and distribution agreement, dated February 1, 2026 (the “Supply and Distribution Agreement”), between the Company, GPM and ETTS AI.

Under the Supply and Distribution Agreement, the Company and GPM agreed that the Company will act as exclusive supplier in the United States, Canada and Mexico for all existing SKUs that have historically been distributed from iPower to GPM, thus allowing iPower to continue in its role of supplier to GPM while divesting of the cost center associated with GPM’s sales function. As distributor, iPower will charge GPM, as supplier, a price mutually agreed on for each product and has the right to add up to 15% margin on top of the net cost. In addition, GPM will charge iPower a cooperative marketing fee, which will be defined in a subsequent agreement between the parties. Under the Supply and Distribution Agreement, payment on all purchaser orders are due within seven days of GPM’s receipt of payment from its customers and amounts identified as “Margin” (i.e., iPower’s cost x margin on the SKUs purchased by GPM) may be applied on a dollar-for-dollar as a credit/offset against the outstanding amounts owed under the Promissory Note. The Supply and Distribution Agreement has a term of five years and automatically renews thereafter for subsequent two year terms, unless 90 days’ notice is provided prior to the expiration of such term. In addition, the Supply and Distribution Agreement contains standard limitation on liability, indemnification and other provisions standard for an agreement of this nature.

The foregoing summary of the Software Asset Transfer Agreement, the SPA, the Promissory Note and the Supply and Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to each such agreement, the forms of which are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

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| --- | | Item 8.01. | Other Events. | | --- | --- |

On February 2, 2026, the Company published a press release announcing the Company’s restructuring and its sale of Global Product Marketing, Inc. The Company’s press release is furnished herewith as Exhibit 99.1.

The information provided in this Item 8.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.	Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Software Asset Transfer Agreement, dated February 1, 2026, between iPower Inc. and Global Product Marketing, Inc.
10.2	Stock Purchase Agreement, dated February 1, 2026, between iPower Inc. and ETTS AI Investment, LLC
10.3	Promissory Note, dated February 1, 2026, between iPower Inc. and ETTS AI Investment LLC
10.4	Supply and Distribution Agreement, dated February 1, 2026, between iPower Inc., Global Product Marketing, Inc. and ETTS AI Investment LLC
99.1	Press Release, dated February 2, 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 2, 2026
	By:	/s/ Chenlong Tan
	Name:	Chenlong Tan
	Title:	Chief Executive Officer

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Exhibit 10.1

SOFTWARE ASSET TRANSFER AGREEMENT

(with A/P Assumption and Resale Proceeds Sharing)

This Software Asset Transfer and Co-Use/Co-Development Agreement (this “Agreement”) is made entered into as of February 1, 2026 (the “Effective Date”) by and between iPower Inc., a Nevada corporation (“IPW”), and Global Product Marketing Inc., a Nevada corporation (“GPM”). IPW and GPM may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions

1.1 “Original Software” means the software currently owned/held by GPM as of the Effective Date, including all source code, object code, repositories, scripts, build files, configuration files, databases/schema (to the extent transferable), Documentation, and related materials described on Schedule1.

1.2 “Software Assets” means (a) the Original Software and (b) all intellectual property rights therein and thereto, including copyrights, trade secrets, and all rights to sue for past and future infringement/misappropriation (to the extent assignable), together with all copies and embodiments.

1.3 “Documentation” means user guides, technical documentation, specifications, and related materials for the Software.

1.4 “New Developments” means any new code, enhancements, bug fixes, modules, features, or derivative works of the Original Software created, authored, or developed (in whole or in part) by or for IPW and/or GPM after the Effective Date.

1.5 “Development Period” means the five (5) year period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date.

1.6 “Vendor Payables” means the accounts payable obligations currently recorded on GPM’s books that relate to the Original Software and are owed to third-party vendors identified on Schedule 2.

1.7 “Resale” means any sale, resale, assignment, transfer, license, or sublicense by GPM to a third party that includes delivery or distribution of any portion of the source code of the Original Software, or delivery of the Original Software for on-premise/self-hosted deployment by such third party.

1.8 “Services Revenue” means amounts received for services, including SaaS/hosted access fees, subscription fees for hosted use, implementation services, customization, integration, support, maintenance, training, consulting, hosting fees, and usage-based service charges—to the extent not primarilyconsideration for delivery/licensing of the Original Software source code.

1.9 “Resale Proceeds” means the gross amounts (cash or non-cash) received or receivable by GPM from a Resale that are attributable to the code license/sale/transferitself, excluding (i) Services Revenue and (ii) sales/VAT taxes collected and remitted.

2. Transfer and Assignment of Software Assets(GPM → IPW)

2.1 Assignment. As of the Effective Date, GPM hereby irrevocably assigns, transfers, and conveys to IPW all of GPM’s right, title, and interest in and to the SoftwareAssets, free and clear of any liens created by GPM (other than standard open-source license obligations disclosed on Schedule 3, if any).

3. Vendor Payables (A/P) Assumption and Transition

3.1 Assumption by IPW. As between the Parties, IPW shall assume and be responsible to pay the Vendor Payables listed on Schedule 2, in the amounts and to the vendors shown thereon (as such amounts may be updated to reflect invoices received for pre-Effective-Date work).

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3.2 No Expansion. Vendor Payables assumed under this Section 3 are limited to those specifically listed on Schedule 2 (as updated for invoice accuracy) and do not include unrelated GPM payables.

4. Co-Use Licenses Granted Back to GPM

4.1 Perpetual License to Original Software. In consideration of the transfer in Section 2 and the Parties’ ongoing relationship, IPW hereby grants GPM a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license to use, reproduce, modify, create derivative works of, compile, deploy, and commercially exploit the Original Software, including, but not limited to, operating it internally and making it available to customers as a service (including SaaS).

4.2 Contractors. GPM may provide access to the Original Software/New Developments to its employees and contractors solely to support GPM’s permitted use, provided such parties are bound by written confidentiality obligations at least as protective as this Agreement and GPM remains responsible for compliance.

5. Co-Development; Ownership of New Developments

5.1 Co-Development Intent. The Parties intend to collaborate on the further development of the Software during the Development Period. Each Party may propose enhancements and participate in planning, testing, and development as mutually agreed.

5.2 Ownership. As between the Parties, GPM shall own all right, title, and interest in and to all New Developments created or developed by GPM, including all intellectual property rights therein.

5.3 No Obligation to Develop. Unless the Parties agree otherwise in writing, nothing in this Agreement obligates either Party to deliver any particular New Developments or meet any development schedule.

6. Resale of Original Software Code; 50% Proceedsto IPW (Services/SaaS Excluded)

6.1 Revenue Share Trigger. If GPM engages in a Resale of the Original Software to any third party, then GPM shall pay to IPW an amount equal to fifty percent (50%) of Resale Proceeds related to the original software.

6.2 Services/SaaS Exclusion. For clarity, Services Revenue is excluded from Resale Proceeds. Providing hosted/SaaS access to the Software without delivering/distributing source code does not constitute a Resale and does not trigger any payment under this Section 6.

6.3 Mixed Deals Allocation. If a transaction includes both (a) a Resale component and (b) services (including SaaS), GPM shall allocate consideration between Resale Proceeds and Services Revenue in good faith and consistently with its customary revenue recognition practices, and shall provide IPW a reasonable written summary of the allocation upon request.

7. Confidentiality and Protection of SourceCode

Each Party shall protect the other Party’s non-public source code and technical information using at least reasonable care and shall not disclose it except as permitted by this Agreement. This Section does not restrict disclosure required by law, provided the disclosing Party gives prompt notice (to the extent legally permitted).

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8. Warranty Disclaimer

THE SOFTWARE ASSETS, ORIGINAL SOFTWARE, NEW DEVELOPMENTS, AND ANY DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, IPW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IPW DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTIONS 3 (VENDOR PAYABLES) AND SECTION 6 (RESALE PROCEEDS SHARE), EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED $200,000.

10. Arbitration Only; No Lawsuits

10.1 Exclusive Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of California, Orange County, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.2 Waiver of Court Litigation. The Parties waive any right to litigate any dispute in court or to a jury trial.

10.3 Limited Court Filings Only to SupportArbitration. Notwithstanding Section 10.2, either Party may file in a court of competent jurisdiction solely to (a) compel arbitration if necessary, and/or (b) confirm or enforce the arbitration award. The Parties agree not to litigate the merits of any dispute in court.

11. Miscellaneous

11.1 Entire Agreement. This Agreement constitutes the entire agreement regarding the subject matter and supersedes prior discussions on the Software Assets and licenses.

11.2 Amendments. Any amendment must be in writing and signed by both Parties.

11.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

11.4 Counterparts; E-Sign. Counterparts and electronic signatures are permitted.

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[Signature Page]

IN WITNESS WHEREOF, the Parties have each executed this Stock Purchase Agreement as of the Effective Date.

iPower Inc. (IPW)

By: /s/ Chenlong Tan

Name: Chenlong Tan

Title: Chief Executive Officer

Date: 02/01/2026

Global Product Marketing Inc. (GPM)

By: /s/ Chenlong Tan

Name: Chenlong Tan

Title: Chief Executive Officer

Date: 02/01/2026

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Schedule 1 — Description of Original Software and Deliverables

·	Existing<br>eCommerce SRP and FRP.

Schedule 2 — Vendor Payables

·	Total<br>approximately $125,300.

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Exhibit 10.2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of February 1, 2026 (the “Effective Date”), by and among iPower Inc. (the “Seller”) and ETTS AI Investment, LLC, a Nevada limited liability company (“Purchaser”), and Stanley Wu on behalf of the Purchaser’s members (the “Major Shareholder”).

RECITALS

WHEREAS, Seller owns one (1) share of common stock in Global Product Marketing, Inc., a Nevada corporation (the “Company”), which shares represent 100% of all of the issued and outstanding capital stock in the Company;

WHEREAS, the Purchaser is knowledgeable about the operations, assets, liabilities, customers, business prospects and financial condition of the Company and has had the opportunity to review all financial statements, documents and other items as deemed necessary in making a determination to purchase the Company;

WHEREAS, Seller desires to sell 100% shares of common stock in the Company (the “Purchased Stock”) to Purchaser and Purchaser desires to purchase the Purchased Stock from Seller, effective as of the Effective Date, subject to the terms and conditions of this Agreement; and

WHEREAS, in conjunction with entering into this Agreement, the Seller and the Company will enter into a sales and distribution agreement, substantially in the form of Exhibit A hereto (the “Supply and Distribution Agreement”), pursuant to which the Company will have the exclusive right purchase good from the Seller in conjunction with entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereby agree as follows:

AGREEMENT

1. INCORPORATION OF RECITALS. The above Recitals are hereby confirmed by the parties hereto and incorporated into this Agreement in their entirety.

2. SALE AND PURCHASE OF PURCHASED STOCK**.**

2.1 Purchase Price. The purchase price for the Purchased Stock shall be an equal to $2.3 million (two million three hundred thousand dollars) (the “Purchase Price”).

3. PAYMENT OF PURCHASE PRICE.

3.1 Promissory Note. The $2.3 Purchase Price shall be paid by Purchaser pursuant to a Promissory Note in the form mutually agreed to by the parties (the “Promissory Note”). The Promissory Note shall be in the form of Exhibit B attached hereto.

4. CLOSING**.**

4.1 Closing Deliveries.

(a) Deliveries by Seller**.**On the Effective Date, Seller will deliver to the Purchaser duly executed copies of each of the following: (i) this Agreement and (ii) the Supply and Distribution Agreement.

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(b) Deliveries by Purchaser**.** On the Effective Date, Purchaser will deliver to the Seller duly executed copies of each of the following: (i) the Promissory Note, (ii) this Agreement and (iii) the Supply and Distribution Agreement.

4.2 Closing Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver of each of the following conditions:

(a) The representations and warranties of Seller contained in Section 5 shall be true and correct in all respects on and as of Effective Date;

(b) Seller shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed;

(c) No actions, suits, claims, investigations or other legal proceedings shall have been commenced against Purchaser, Seller or the Company, which would prevent the closing of the transactions contemplated by this Agreement; and

(d) Purchaser shall have received from Seller duly executed copies of the documents and agreements required to be delivered by Seller pursuant to Section 3.1(a).

4.3 Closing Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver of each of the following conditions:

(a) The representations and warranties of Purchaser contained in Section 4 shall be true and correct in all respects on and as of the Effective Date;

(b) Purchaser shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed;

(d) Seller shall have received from Purchaser executed copies of the documents and agreements required to be delivered by Purchaser pursuant to Section 3.1(b).

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5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller as of the Effective Date as follows:

5.1 Authorization**.** Purchaser has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement has been taken. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.2 Non-Contravention**.** The execution, delivery and performance by Purchaser of this Agreement do not and will not contravene or constitute an event of default under or violation of, or be subject to penalties under, (a) any document or agreement (or require the consent of any party under any such document or agreement that has not been made or obtained) to which Purchaser is a party, or (b) any judgment, injunction, order, decree or other instrument binding upon Purchaser.

5.3 Informed Decision. Purchaser is knowledgeable about the operations, assets, liabilities, customers, business prospects and financial condition of the Company. The Purchaser acknowledges and agrees that they (a) are making a purchase and investment decision relying on their own knowledge and familiarity with the Company and their own due diligence regarding the Company; (b) are not relying on any representations or warranties from the Seller, save for those representations and warranties of Seller set forth in Section 5 below, in deciding to enter this Agreement and purchase the Purchased Stock pursuant to the terms of this Agreement; and (c) are acquiring the Company as-is without recourse to or indemnity from the Seller for the operations, assets, liabilities, customers, business prospects and/or financial condition of the Company, save for any breach by Seller of his representations and warranties set forth in Section 5 below.

5.4 Investment Purpose. Purchaser is acquiring the Purchased Stock solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges that the Purchased Stock are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Purchased Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Purchaser is able to bear the economic risk of holding the Purchased Stock for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

5.5 Solvency. Immediately after giving effect to the transactions contemplated hereby, the Purchaser shall be solvent and shall: (a) be able to pay its debts as they become due and (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Purchaser. In connection with the transactions contemplated hereby, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

6.	REPRESENTATIONS AND WARRANTIES OF SELLER.<br>Seller represents and warrants to the Purchaser as of the<br>Effective Date as follows:

6.1 Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The Seller has made available to the Purchaser accurate and complete copies of the Operative Agreements (defined below) of the Company, each as in effect as of the date of this Agreement.

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6.2 Capitalization.

(a) The Purchased Stock constitutes 100% of the issued and outstanding equity of the Company. All of the Purchased Stock has been duly authorized and is validly issued, fully paid and non-assessable. The Purchased Stock was issued in compliance with applicable laws, and none of the Purchased Stock was issued in violation of the Operative Agreements or any other agreement, arrangement, or commitment to which the Seller or the Company is a party and are not subject to or in violation of any preemptive or other similar right of any person.

(b) There are no outstanding or authorized options, warranty, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity interests of the Company or obligating the Seller or the Company to issue or sell any shares of equity interests of, or any other interest in, the Company. There are no promised, outstanding or authorized compensatory equity or equity-linked awards, stock options, stock appreciation, phantom stock, profit participation or similar rights covering or requiring the issuance of any equity interests, or any other equity or other interest in, the Company. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchased Stock.

(c) The Company does not own, or have any interest in, directly or indirectly, any shares or have an ownership interest in any other entity.

6.3 Title to Purchased Stock. As of immediately prior to the Effective Date, Seller has valid marketable title to the Purchased Stock, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest including any transfer restrictions applicable to the Seller and/or the Purchased Stock in the Company’s articles of incorporation, bylaws, and restrictive stock agreement (together, the “Operative Agreements”) or otherwise. Other than the Operative Agreements and this Agreement, the Seller is not a party to any contract, agreement, commitment or understanding with respect to the Purchased Stock. Upon the sale and transfer of the Purchased Stock, and payment therefor, in accordance with the provisions of this Agreement, Purchaser will acquire valid marketable title to the Purchased Stock free and clear of the rights of first refusal, right of co-sale by any party, and any related notice requirements applicable under any Operative Agreements and any other pledge, lien, security interest, encumbrance, claim or equitable interest. Seller has complied with all the requirements of the Operative Agreements and completed all actions necessary or required thereunder or otherwise to transfer the shares to the Purchaser free and clear of any pledge, lien, security, interest, encumbrance, claim or equitable interest including any transfer restrictions applicable to the Seller or the Purchased Stock.

6.4 Authorization**.** Seller has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to transfer the Purchased Stock under this Agreement. All action on Seller’s part required for the lawful execution and delivery of this Agreement has been taken. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of Seller, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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6.5Non-Contravention****. The execution, delivery and performance by Seller of this Agreement does not and will not contravene or constitute an event of default under or violation of, or be subject to penalties under, (a) any document or agreement (or require the consent of any party under any such document or agreement that has not been made or obtained) to which Seller is a party, or (b) any judgment, injunction, order, decree or other instrument binding upon Seller. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s knowledge, threatened against or by Seller or any affiliate of Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

6.6Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by the Company or on behalf of the Seller.

6.7 Undisclosed Liabilities. The Company has no material liabilities, obligations or commitments, except (a) those which are reflected or reserved against in the Company’s latest financial statements or (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the Company’s latest financial statements (none of which have arisen from any tort, litigation, breach of contract or violation of law).

6.8	Legal Proceedings; Governmental Orders.

(a) There are not presently any actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Seller, threatened or contemplated against or by the Company affecting any of its business, properties or assets (or by or against the Seller or any affiliate thereof and relating to the Company). As of the Effective Date, no event, occurrence, state of facts or circumstances have occurred or existed that may or could reasonably be expected to give rise to such action.

(b) There are not presently any outstanding governmental orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

7. CHANGE OF CONTROL. The Parties agree that upon any change of control of IPW (meaning (i) an acquisition of more than 50% of IPW voting power by a person (as defined under Section 509A of the Internal Revenue Code of 1986, as amended (the “Code”)), or more than one person acting as a group (as defined under Section 409A of the Code) which together constitutes more than 50% of the total fair market value or total voting power of IPW’s common stock, or (ii) a sale of all or substantially all of IPW’s assets) (a “Change of Control”), the Promissory Note entered into in conjunction with this Agreement shall automatically become void and of no further force or effect, and no further amounts shall be due or payable by any party under the Note as of the closing of such Change of Control.

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8. GENERAL PROVISIONS.

8.1 Survival. The representations and warranties set forth in this Agreement shall survive the closing of the transaction contemplated by this Agreement.

8.2 Successors and Assigns; Assignment**.** This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights and obligations hereunder may not be assigned by any party hereto without the written consent of the other party hereto.

8.3 Governing Law**.** This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to that body of laws pertaining to conflict of laws.

8.4 Dispute Resolution**.** Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of California, Orange County, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

8.5 Further Assurances**.** Following the Effective Date, each of the parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents and instruments and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

8.6 Notices**.** Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person, (b) on the date sent by email of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, (c) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, or (d) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. A “business day” shall be a day, other than Saturday or Sunday, when the banks in Salt Lake City, Utah are open for business.

8.7 Titles and Headings**.** The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement. As used herein “including” means “including without limitation.”

8.8Entire Agreement****. This Agreement, the Promissory Note and the Supply Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

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8.9 Severability**.** If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then all parties agree to substitute such provision(s) through good faith negotiations.

8.10 Amendment**.** No term of this Agreement may be waived, modified, or amended, except by an instrument in writing signed by all of the parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

8.11 Cost of Enforcement**.** If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings against any other party to this Agreement, the non-prevailing party or parties named in such legal proceedings shall pay all costs and expenses incurred by the prevailing party or parties, including, without limitation, all reasonable attorneys’ fees.

8.12 Counterparts**.** This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Agreement.

8.13 Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in this Agreement shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309).

8.14 Expenses. Subject to Section 1.4(b), each party hereto shall pay its own expenses.

8.15 Counsel. Dorsey & Whitney LLP (“Dorsey”) currently serves as legal counsel to the Company and the Seller and represents the Company and the Seller with respect to the negotiation of this Agreement. Each party to this Agreement acknowledges that it has had the opportunity to retain its own legal and tax counsel with respect to this Agreement and the transactions contemplated hereby.

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9.TAX MATTERS

9.1Section1377(a)(2) Election. The Seller and the Purchaser agree to make an election under Section 1377(a)(2) of the Code (and any corresponding election under applicable state or local law) to treat the Company’s taxable year as consisting of two separate taxable years, the first of which ends at the close of the day on the Effective Date (the “Closing of the Books Election”). The Seller and the Purchaser shall execute any and all documents and take all necessary actions to effectuate the Closing of the Books Election, including attaching the required statement to the Company’s federal income tax return for the taxable year ending on the Effective Date.

9.2TaxReturns. The Seller shall, at the Company’s expense, prepare or cause to be prepared all tax returns for the Company for all tax periods ending on or prior to the Effective Date (“Pre-Closing Tax Returns”) that are due after the Effective Date. Such Pre-Closing Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by law. The Seller shall provide such Pre-Closing Tax Returns to the Purchaser for review and comment at least thirty (30) days prior to the due date, and shall incorporate reasonable comments provided by the Purchaser Group. The Purchaser shall prepare or cause to be prepared all tax returns for tax periods beginning before and ending after the Effective Date (“Straddle Periods”). For purposes of apportioning taxes for any Straddle Period, (a) real and personal property taxes shall be allocated based on the number of days in the pre-closing and post-closing periods, and (ii) income, sales, and other flow-through taxes shall be allocated based on a closing of the books as of the end of the Effective Date, as if the tax period ended on such date.

9.3Cooperationon Tax Matters. The Purchaser and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of tax returns and any audit, litigation, or other proceeding with respect to taxes.

9.4TransferTaxes. All transfer, documentary, sales, use, stamp, registration, and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid 50% by the Seller and 50% by the Purchaser.

[Signature Pages Follow]

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IN WITNESS WHEREOF, Seller and Purchaser have each executed this Stock Purchase Agreement as of the Effective Date.

SELLER:

iPower Inc.

By: /s/ Chenlong Tan

Printed Name: Chenlong Tan, CEO

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IN WITNESS WHEREOF, Seller and Purchaser have each executed this Stock Purchase Agreement as of the Effective Date.

PURCHASER:

ETTS AI Investments LLC

By: /s/ Stanley Wu

Stanley Wu

Member

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Exhibit A

[Form of Supply and Distribution Agreement]

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Exhibit B

[Form of Promissory Note]

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Exhibit 10.3

PROMISSORY NOTE

$2,300,000	February 1, 2026

FOR VALUE RECEIVED pursuant to that certain Stock Purchase Agreement, dated February 1, 2026, between Borrower and Noteholder (the “Stock Purchase Agreement”), ETTS AI Investment LLC, a Nevada limited liability company (the “Borrower” or “ETTS”), hereby unconditionally promises to pay to the order of iPower Inc. (the “Noteholder” or “IPW”) the principal amount of TWO MILLION THREE HUNDRED THOUSAND DOLLARS ($2,300,000) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).

1. PaymentDates.

(a) Payment Dates. The principal and interest of the Loan shall be payable in no more than 84 months, with the entirety of the $2.3 million Loan to become due on February 1, 2033 (the “Term”).

(b) Prepayment. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of the prepayment. Further, during the Term, payment may periodically be credited against the Note in accordance with Purchase Orders paid for by Borrower in accordance with a separate Supply and Distribution Agreement between IPW, Global Product Marketing, Inc. and ETTS.

2. Interest.

(a)Interest Rate. Except as provided in Section 2(c), the principal amount outstanding under this Note from time to time shall bear interest at a rate of 0.00% per annum (the “Interest Rate”).

(b) Interest Payment Dates. Interest shall be payable monthly in arrears on each Payment Date.

(c)Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at a rate of 5.00% per annum until such time as the late payment plus accrued interest is paid (the “Default Rate”).

(d)Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365/366 days, as the case may be, and the actual number of days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. For any portion of the Loan that is repaid, interest shall not accrue on the date on which such payment is made.

(e)Interest Rate Limitation. If at any time the Interest Rate payable on the Loan shall exceed the maximum rate of interest permitted under applicable law, such Interest Rate shall be reduced automatically to the maximum rate permitted.

3. Payment****Mechanics.

(a) Manner of Payment. All payments of principal and interest shall be made in US dollars no later than 5:00 PM MT on each Payment Date. Such payments shall be made by cashier’s check, certified check, or wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower from time to time.

(b) Application of Payments. All payments shall be applied, first, to accrued interest, and second, to principal outstanding under this Note.

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(c)Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other than Saturday, Sunday, or other day on which commercial banks in Salt Lake City, Utah are authorized or required by law to close.

4. Representationsand Warranties. The Borrower represents and warrants to the Noteholder as follows:

(a)Compliance with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the Borrower, its property, and business.

(b)Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(c)Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note.

5. Eventsof Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

(a)Failure to Pay. The Borrower fails to pay (i) any principal amount of the Loan within thirty (30) days after the date such amount is due; (ii) any interest on the Loan within thirty (30) days after the date such amount is due; or (iii) any other amount due hereunder within thirty (30) days after such amount is due.

(b)Breach of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue statement of a material fact as of the date made ; provided, however, no Event of Default shall be deemed to have occurred pursuant to this Section 5(b) if, within thirty (30) days of the date on which the Borrower receives notice (from any source) of such untrue statement, Borrower shall have addressed the adverse effects of such untrue statement to the reasonable satisfaction of the Noteholder.

(c)Bankruptcy; Insolvency.

(i)The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors.

(ii) An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency, and such case is not dismissed or vacated within sixty (60) days of its filing.

(iii) The Borrower makes a general assignment for the benefit of its creditors.

(iv) The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v)A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.

(d)Failure to Give Notice. The Borrower fails to give notice of an Event of Default under Section 6.

6. Notice of Eventof Default. As soon as possible after it becomes aware that an Event of Default has occurred, and in any event within five (5) Business Days, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

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7. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable; provided, however, if an Event of Default described in Section 5(c)(i), 5(c)(iii), or 5(c)(iv) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due and payable without notice, declaration, or other act on the part of the Noteholder. Additionally, Borrower acknowledges that, upon the occurrence of an Event of Default, Noteholder’s recourse may include the reversion of the shares that were purchased by Borrower from Noteholder pursuant to the Stock Purchase Agreement back to Noteholder.

8.CHANGE OF CONTROL. Upon any Change of Control of IPW (meaning an acquisition of more than 50% of IPW voting power or a sale of all or substantially all of IPW’s assets), this Note shall be automatically become void and of no further force or effect, and no further amounts shall be due or payable by any party under the Note as of the closing of such Change of Control.

9. Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Note will be in writing and will be effective and deemed to provide such party sufficient notice under this Note on the earliest of the following: (a) at the time of personal delivery, if delivery is in person, (b) on the date sent by email of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, (c) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, or (d) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. A “business day” shall be a day, other than Saturday or Sunday, when the banks in Salt Lake City, Utah are open for business. Notices hereunder shall be sent to the following addresses, or to such other address as such party may specify in writing from time to time:

(a) If to the Borrower:

ETTS AI Investment LLC

Email: ettsaiinvestment@gmail.com

(b) If to the Noteholder:

iPower Inc.

Attention: Chenlong Tan.

8798 9^th^ Street

Rancho Cucamonga, CA 91730

E-mail: law.t@meetipower.com

10. Dispute ResolutionAND VENUE. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of California, Orange County, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11. Successorsand Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.

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12. Integration. This Note, the Stock Purchase Agreement, and that certain Stock Pledge Agreement constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

13. Amendmentsand Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

14. NoWaiver**; Cumulative Remedies**. No failure by the Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.

15. Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

16. Counterparts. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.

17. ElectronicExecution. The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309).

[signature page follows]

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IN WITNESS WHEREOF, the Borrower and Noteholder have executed this Note as of the date first written above.

BORROWER<br><br> <br>ETTS AI Investment LLC<br><br> <br><br><br> <br>By: /s/ Stanley Wu<br><br> <br>Name: Stanley Wu<br><br> <br>Title: Member

Acknowledged and Accepted by:

NOTEHOLDER

iPower Inc.

By: /s/ Chenlong Tan

Name: Chenlong Tan

Title: Chief Executive Officer

Exhibit 10.4

SUPPLY AND DISTRIBUTION AGREEMENT

This Supplyand Distribution Agreement (this “Agreement”) is entered as of February 1, 2026, (the “EffectiveDate”) by and between iPower Inc. (“Supplier”) and Global Product Marketing, Inc., a Nevada corporation (“Distributor”), and Supplier’s shareholder, ETTS AI Investment LLC, a Nevada limited liability Company (the “Shareholder”). Distributor and Supplier may each be referred to herein as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, Supplier sells certain products, including garden, in-home farming, home goods and pet supplies, among others, and,

WHEREAS, Distributor desires to have the right to purchase such products from Supplier and resell them in certain territories as Supplier’s exclusive distributor in the Territory.

NOW, THEREFORE, the Parties agree as follows:

Agreement

1.	Definitions. As used herein, capitalized terms will<br>have the meanings set forth below.

1.1**“Affiliate”** means, with respect to an entity, any other entity controlling, controlled by or under common control with, such entity. The term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.2**“Customer”** means (a) any third parties in the Territory to whom Distributor sells Products for such third party’s own use or (b) any Subdistributor in the Territory to whom Distributor sells Products for further distribution to third parties in the Territory.

1.3**“Lead Time”** means the period of time, set forth on Exhibit A, required by Supplier, from the date of Supplier’s receipt of a Purchase Order, to deliver a Product to Distributor.

1.4**“Purchase Order”** means a written, faxed, or emailed purchase order issued by Distributor to Supplier for the purchase of Products.

1.5**“Product”** means the SKUs listed on Exhibit A, as it may be amended by the mutual agreement of the Parties from time to time in accordance with this Agreement.

1.6**“Subdistributor”** has the meaning given in Section 2.2.

1.7**“Term”** has the meaning given in Section 10.2.

1.8**“Territory”** means the territory set forth in Exhibit A.

1.10“CommencementDate” means February 1, 2026.

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| --- | | 2. | Appointment | | --- | --- |

2.1****Appointment. Effective on the Commencement Date, Supplier hereby appoints Distributor, and Distributor hereby accepts appointment, as Supplier’s exclusive distributor of the Products in the Territory. Distributor agrees to sourcing exclusively from Supplier on all SKUs listed in Exhibit A.

2.2****Subdistributors. Distributor shall have the right to appoint its Affiliates, representatives or independent contractors as subdistributors to market and sell the Products and services related thereto in the Territory (collectively, the “Subdistributors”).

2.3****Freedom to Compete. Nothing in this Agreement shall be construed as prohibiting or restricting Distributor from developing, having developed, independently acquiring, distributing, or marketing products that are competitive in any manner with the Products.

3.	Distributorship Terms

3.1****Marketing. Distributor will use commercially reasonable efforts to market, sell and promote the Products in the Territory. Distributor will place an initial Purchase Order and purchase at least the minimum annual volumes specified in Exhibit A. Supplier will participate in regular meetings with Distributor at least once a year. As mutually agreed, Supplier will participate in trade shows, product training, tastings, demonstrations, and market visits. Supplier will bear all expenses related to Supplier’s participation. Distributor and Supplier will mutually establish the prices it charges to Customers to whom Distributor distributes the Products. The foundation for the pricing will be the prices in Exhibit A.

3.2****Branding. Distributor shall use the Supplier’s Marks to identify the Products and in all materials used to advertise, market, or promote the Products in a manner mutually acceptable to Supplier and Distributor.

3.3****Warranties. Unless otherwise authorized by Supplier, Distributor will not make any representations, warranties, or guarantees on Supplier’s behalf that are inconsistent with the representations furnished by Supplier or the warranties in this Agreement. Distributor may pass through to Customers the Product-related warranties set forth in this Agreement, and Distributor may also assign to Customers and Subdistributor Distributor’s rights thereunder.

4.	Other Duties of Supplier

4.1****No Sales in Territory. Supplier will not market, sell or offer for sale any Products directly or indirectly to Customers in the Territory, nor appoint any other distributors of Products in the Territory. Supplier will promptly refer to Distributor any and all orders and inquiries relating to the Products originating inside the Territory, as well as those originating outside the Territory to the extent that the orders or inquiries originating outside the Territory relate to Products intended for use inside the Territory. To the extent permitted under applicable law, Supplier will require in its agreements with other distributors that such distributors will not (a) solicit Customers or potential customers of the Products inside the Territory, (b) solicit Customers or potential customers of the Products outside the Territory where such Customers or potential customers intend to use the Products inside the Territory, and (c) establish or maintain, directly or indirectly, any distribution outlet for the Products in the Territory.

4.2****Products. Subject to the terms of this Agreement, Distributor may purchase from Supplier, and Supplier will sell to Distributor, Products, for use and resale in the Territory.

**4.3Insurance.**During the Term, Supplier shall obtain, and maintain in full force and effect, liability insurance with limits of not less than US$ 1,000,000, insuring against all liabilities (including product liability) arising from the production, manufacture or consumption of the Products.

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| --- | | 5. | Delivery; Pricing; Payment; Amp Spending; Right of First Refusal | | --- | --- |

5.1****Delivery.

5.1.1****Purchase Order. From time to time during the Term, Distributor will submit to Supplier Purchase Orders for the Products. Each Purchase Order will specify: (i) the name, product number and quantity of each Product ordered; (ii) the unit price of each Product purchased and the total purchase price; (iii) the billing ship-to addresses; (iv) the delivery date; and (v) any special instructions or other pertinent requirements of the Purchase Order. All Purchase Orders will be deemed accepted upon receipt by Supplier, and Supplier will fulfill all Purchase Orders placed by Distributor under this Agreement.

5.1.2****Title. Title to and risk of loss of the Products shall pass from Supplier to Distributor upon Distributor’s collection of the Products from Supplier’s facility.

5.2****Pricing. Distributor will pay Supplier for each Product purchased under a Purchase Order on terms mutually agreed to, except as reduced in accordance with this Agreement. Supplier may reduce the purchase price of any Product at any time during the Term of this Agreement. Reductions in the purchase price of any Product shall apply to any Purchase Orders for which delivery of Products has not occurred as of the date of such reduction. Supplier agrees, upon request by Distributor, to negotiate in good faith reductions in the purchase prices as necessary to respond to market and competitive conditions. Any price increases from Supplier to Distributor during the Term of this Agreement must be mutually agreed to in writing by Supplier and Distributor. Supplier has the right to add up to 15% of margin on top of the net cost as its margin.

5.3****Most Favored Customer. Supplier warrants to Distributor that the price charged to Distributor for any particular Product is as of the Effective Date and will be no higher than the lowest price Supplier offers for the same products purchased by third parties during the Term of this Agreement. If at any time during the Term of this Agreement, Supplier offers or sells the same products to a third party at a lower price than the purchase prices set forth herein, Supplier will immediately notify Distributor and reduce the purchase prices for the Products to such lower price on any pending and future Purchase Orders for the Products hereunder. Exhibit A shall be revised upon any such reduction.

5.4 Co-MarketingFee. Distributor shall charge Supplier a Co-Marketing Fee on all sales, which shall be detailed in a separate agreement.

5.5****Payment. All payments will be in U.S. dollars, unless otherwise mutually agreed in advance by the Parties in writing. Distributor will pay Supplier the undisputed amount for Products purchased on a Purchase Order within seven (7) days after Supplier’s receipt of payment from its customer(s). The exact payment terms can be updated from time to time upon the Parties’ mutual written consent. All invoices hereunder will be dated no earlier than the date that corresponds with Supplier’s actual delivery of the Products on the applicable Purchase Order to which the invoice relates. Distributor will have the right to offset any past credits for returns against future invoices.

5.6 Payment Against Promissory Note. The Parties hereby consent and agree that amounts identified as “Margin” (i.e. IPW Cost X Margin on purchases of the “Existing SKUs” ) shall be applied dollar-for-dollar as a credit/offset against the outstanding amounts due under the promissory note, dated February 1, 2026, between IPW and the Shareholder (the “Note”), applied in the following order unless the Note requires otherwise: (i) accrued interest, then (ii) principal. The Parties intend that the credit/offset will reduce amounts owed under the Note.

**6.**Trademark License. iPower Inc shall finish transferring all existing product trademarks to GPM except for the “iPower” trademark. Supplier hereby grants to Distributor a non-exclusive license to use those trademarks that Supplier places on the Products (the “Supplier Marks”) and in Distributor’s advertising and printed materials for the Products during the Term. Supplier has inspected, is familiar with, and approves the quality of other products and services distributed by Distributor that are of the same general nature as the Products and services related thereto. The quality of the Products and services related thereto and distributed or performed by Distributor in connection with Supplier Marks shall be substantially the same quality as of such other products and services distributed by Distributor.

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| --- | | 7. | Warranty; Indemnity | | --- | --- |

7.1****General Warranties. Each Party represents and warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement, that the person .signing this Agreement on such Party’s behalf has been duly authorized and empowered to enter into this Agreement on behalf of such Party hereto, and that such Party’s entry into and performance under this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under, any other agreement by which such Party is bound.

7.2****Product Warranties. Supplier represents and warrants that each Product will (i) be merchantable and salable, (ii) be free from defects in quality; (iii) be fit for the purposes for which it is intended, and (iv) not infringe or misappropriate any third party’s copyright, patent, trade secret, trademark, or other proprietary or intellectual property rights. Supplier will, for any breach of the forgoing warranties, at its own expense and at its option, either (i) replace such Product with a conforming Product; or (iii) provide a pro-rated credit or refund to Distributor of the payment made by Distributor for such non-conforming Product. Unless Supplier reasonably demonstrates a returned Product conforms with the warranties set forth in this Section 7.2, Supplier shall pay the costs of all shipping and insurance of the defective Product (including, upon replacement, return of the same or replacement item to the original location) and assume the risk of loss during shipping. All replaced Products under this Section 7.2 shall be subject to the same warranties as provided herein.

7.3****Indemnity

7.3.1****By Supplier. Supplier shall hold harmless, indemnify and defend Distributor and its officers, directors, employees, shareholders, Customers, agents, successors and assigns from and against any and all losses, damages, liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal expenses) incurred by any of the foregoing indemnitees, resulting from or arising out of any claim, demand or cause of action (“Claim”) relating to (i) a breach of the warranties set forth in Sections 7.1 and 7.2, or (ii) any other breach of this Agreement, or (iii) product liability in any way relating to the Products or services related thereto. If the manufacture, import, service, support, distribution, use or sale of any Product is enjoined or becomes the subject of a claim of infringement, Supplier shall obtain such licenses, or make such replacements or modifications, as are necessary to continue the manufacture, distribution, use or sale of such Product without infringement while retaining substantially the original functionality of such Product. If Supplier is unable to achieve either of the foregoing within thirty (30) days after receipt of notice thereof, Supplier shall promptly credit or refund to Distributor the payment made by Distributor for the infringing Product, plus all shipping, storage, and associated costs, of any Products returned freight collect to Supplier.

7.3.2****By Distributor. Distributor will defend any Claim against Supplier by a third party to the extent such Claim arises from willful misconduct or gross negligence of Distributor in the performance of its activities in connection with the Products under this Agreement. Distributor will pay those costs and damages finally awarded by a court of competent jurisdiction that are specifically attributable to such Claim or those costs and damages agreed to in a monetary settlement of such Claim (including attorneys’ and professionals’ fees and other legal expenses). This Section 7.4.2 states Distributor’s entire liability and Supplier’s sole and exclusive remedy for any third party Claims against Supplier arising from or relating to the Products or Distributor’s activities related thereto.

7.3.3****Conditions of Indemnity. The obligations set forth in Section 7.4.1 and Section 7.4.2 are contingent upon (i) the Party seeking indemnification (the “Indemnified Party”) giving prompt written notice to the Party providing the indemnification (the “Indemnifying Party”) of any such Claim (where the absence of such prompt notice has a material adverse effect to the Indemnifying Party’s defense of the Claim); (ii) the Indemnified Party allowing the Indemnifying Party to have sole control of the defense and related settlement negotiations for the Claim; provided that the Indemnifying Party shall have no right to incur any liability on behalf of the Indemnified Party without the Indemnified Party’s prior written consent; and (iii) the Indemnified Party fully assisting and co-operating in the defense and settlement negotiations as reasonably requested by the Indemnifying Party so long as the Indemnifying Party pays the Indemnified Party’s reasonable out-of-pocket expenses.

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| --- | | 8. | Confidentiality | | --- | --- |

8.1****Confidential Information. Each Party (the “Disclosing Party”) may from time to time during the Term disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“ConfidentialInformation”). The Disclosing Party will identify all Confidential Information disclosed as confidential at the time of disclosure. Regardless of whether so identified, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered the Confidential Information of the Disclosing Party.

8.2****Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party other than for performing its obligations or exercising its rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees, advisors, or contractors of the Receiving Party (including Subdistributors in the case of Distributor being the Receiving Party) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

8.3****Exceptions. The Receiving Party’s obligations under Section 8.2 will not apply to any information if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. Notwithstanding anything to the contrary, the Products and all documentation and materials related to the Products are non-confidential and not subject to the restrictions of this Section 8.

8.4****Permitted Disclosures. Notwithstanding anything contained to the contrary in this Section 8, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

8.5****Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first.

8.6****Confidentiality of Agreement. Neither Party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law or (b) pursuant to a mutually agreeable press release or (c) in connection with a proposed merger, financing, or sale of such Party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement with such Party that is at least as protective of the other Party as this Section 8).

Limitation of Liability**.** DISTRIBUTOR WILL NOT BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING LOSS OF GOODWILL) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DISTRIBUTOR’S AGGREGATE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNT PAID (OR PAYABLE) TO SUPPLIER FOR PRODUCTS PURCHASED FROM SUPPLIER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

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| --- | | 10. | Term and Termination | | --- | --- |

10.1****Term. The term of this Agreement shall commence as of the Effective and terminate after a period of five (5) years unless sooner terminated pursuant to Section 10.2 (the “Initial Term”). This Agreement will automatically be extended for successive renewal terms of two (2) years each (each, a “Renewal Term”, and together with the Initial Term the “Term”) unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the expiration of the-then current Term; and, provided further, Supplier agrees that it will not issue a notice of non-renewal so long as Distributor is not in material breach of the Agreement as of the effective date of renewal.

10.2****Termination. Either Party may terminate this Agreement due to a material breach by the other Party provided that such breach has not been cured within sixty (60) days of the notice of termination (if such breach is capable of cure). In addition, either Party may terminate this Agreement, immediately upon written notice to the other Party, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers a receiver to be appointed for it, or becomes unable to pay its debts in the ordinary course as they become due.

10.3****Effects of Termination. Upon termination of this Agreement, Distributor may, at its option, continue to distribute its on-hand inventory of the Products in accordance with the terms and conditions of this Agreement or return such Products to Supplier for a full refund of the payment made by Distributor for such Products. Each Party shall return to the other Party all Confidential Information of the other Party in its possession, provided that Distributor will be entitled to retain Supplier’s Confidential Information for Distributor’s exercise of its rights with respect to any on-hand inventory of the Products existing at the time of termination of the Agreement as provided in this Section 10.3. Distributor shall return all Supplier Confidential Information promptly following the earlier of the end of the one (1) year period following the applicable termination date and the date of exhaustion of the inventory of the Products. The provisions of Sections 1 (Definitions), 7 (Warranty, Indemnity), 8 (Confidentiality), 9 (Limitation of Liability), this 10.3, and 11 (General) shall survive the termination of this Agreement by either Party for any reason.

11.	General

11.1****Assignment. Neither Party may assign or transfer, by operation of law or otherwise, this Agreement or delegate any of its rights or obligations hereunder without the other Party’s prior written consent, such consent not to be unreasonably withheld; provided that either Party may, without such consent, assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, resolution, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any assignment in violation of this Section 11.1 shall be void and of no effect. Any permitted assignee must agree to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of the Parties and their successors and permitted assigns.

11.2****Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be given by personal delivery, electronic mail, by overnight express courier with confirmation of delivery, or by certified or registered mail, return receipt requested. Notices shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either Party may specify in writing. If notice is sent to Distributor, it shall be sent to the person bearing the title set forth below Distributor’s signature to this Agreement. Notice will be deemed given on the date delivered, if delivered personally; on the date of delivery, if by mail or overnight express courier; if by email, upon a written confirmation of such email.

11.3****Waiver. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.4****Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable, or invalid as a whole, and, in such event, any such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions.

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11.5****Attorney’s fees. In the event any proceeding or lawsuit is brought by either Party in connection with this Agreement, the prevailing Party in such proceeding shall be entitled to receive its costs, expert witness fees, and reasonable attorney’s fees, including costs and fees on appeal.

11.6Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada without giving effect to any conflicts of law principles that would require the application of the laws of a different state.

11.7Dispute Resolution.

11.7.1 Process. In the event there is a dispute between the Parties arising out of or otherwise relating to this Agreement, the Parties agree to promptly meet in good faith to try to resolve such dispute, and to escalate the dispute to senior management of each Party for resolution. If the Parties are unable to resolve any such dispute within ten (10) days after such meeting, then any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of California, Orange County, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on any arbitration award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.7.2****Continue to Perform. The Parties will continue to perform under this Agreement during the dispute resolution process.

11.7.3****Injunctive Relief. Notwithstanding the dispute resolution provision contained herein, each Party may seek injunctive relief or other equitable relief, at any time, in any court of competent jurisdiction, to protect or enforce such Party’s rights hereunder.

11.8****No Agency. The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

11.9****Compliance with Laws. The Parties shall comply with all laws and regulations (including anti-corruption, export and import laws) applicable to its activities under this Agreement in all material respects and shall bear their respective costs and expenses in connection therewith.

11.10****Construction. The headings of Sections of this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary. Each Party acknowledges it has participated in the drafting of this Agreement, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in connection with the construction or interpretation of this Agreement. Supplier also acknowledges and agrees that time is of the essence in the delivery of the Products and Supplier’s other obligations under this Agreement.

11.11****Amendments. Any amendments, modifications, supplements, or other changes to this Agreement must be in writing and signed by a duly authorized representative of each Party.

11.12****Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this Agreement, and any dispute or proceeding relating to or arising hereunder, shall be in the English language. In the event of any discrepancy or inconsistency between the English version of this Agreement (and all associated documents or correspondence concerning this Agreement) and any other language version, the English language version will prevail.

11.13****Counterparts; Facsimile; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together will constitute one instrument. This Agreement may be executed by facsimile or electronic signatures.

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11.14****Independent Contractors. The relationship between the Parties under this Agreement is solely that of independent contractors, and no agency, partnership, joint venture, franchise or employment relationship is established hereunder. Neither Party has the authority to bind the other Party to any agreement with a third party, without the other Party’s prior written consent thereto in each instance.

11.15****Entire Agreement. This Agreement, including the Schedules, Exhibits, and terms and conditions attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, agreements, communications, or purchase orders between the Parties, whether written or oral, relating to the subject matter hereof. This Agreement will not be effective unless it is executed (including, in counterparts) by both Parties.

[SIGNATURE PAGE FOLLOWS]

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In Witness Whereof, by having its authorized representative sign below, each Party has executed this Supply and Distribution Agreement as of the Effective Date.

iPower Inc.<br><br> <br>****	Global Product Marketing, Inc.
/s/ Chenlong Tan<br><br> <br>Authorized Signature	/s/ Stanley Wu<br><br> <br>Authorized Signature
Chenlong Tan<br><br> <br>Printed Name	Stanley Wu<br><br> <br>Printed Name
Chief Executive Officer<br><br> <br>Title	________________________________<br><br> <br>Title
Notice Addresses:<br><br> <br><br><br> <br>Law.t@meetipower.com<br><br> <br>Email	Notice Addresses:<br><br> <br><br><br> <br>________________________________<br><br> <br>Email
Address:	Address:<br><br> <br><br><br> <br><br><br> <br>________________________________
---	---

Shareholder: ETTS AI InvestmentLLC

/s/ Stanley Wu<br><br> <br>Authorized Signature
Stanley Wu<br><br> <br>Printed Name
Member<br><br> <br>Title
Notice Addresses:<br><br> <br><br><br> <br>________________________________<br><br> <br>Email

Address:

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Exhibit A

PRODUCTS, PURCHASE PRICE &LEAD TIMES

Product/Brand	Purchase Price<br><br> <br>(U.S. Dollars)
**<br><br> <br>All current/active SKUs as of February 1, 2026.**	**<br><br> <br>TBD**

Territory: United States,Mexico, Canada

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Exhibit 99. 1

iPower EliminatesMajor Cost Center and Receives $2.3 Million

in Consideration as Part of Strategic Restructuring While

Retaining Core Supply Chain Platform

RANCHO CUCAMONGA, Calif., February 2, 2026-- iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”) today announced that it has eliminated a major operating cost center while receiving total consideration of approximately $2.3 million as part of a strategic restructuring designed to streamline operations and strengthen the Company’s core supply chain and fulfillment platform.

Through this transaction, iPower has removed major costs associated with online sales operations by selling its subsidiary, Global Product Marketing Inc., while retaining iPower’s core supply chain, procurement, fulfillment and software infrastructure. The Company will continue to maintain its e-commerce capabilities through its internal operating experience and strategic partnerships, and also maintain ongoing commercial arrangements that provide continued access to future purchase orders and supply chain revenue opportunities, without bearing the previously associated operating expenses.

The transaction is expected to:

·	Significantly reduce operating expenses by eliminating a major cost center;
·	Increase iPower’s asset base by approximately $2.3 million; and
·	Preserve future supply chain revenue opportunities with positive contribution margins, which may reach<br>up to approximately 15% under applicable commercial arrangements.

“This restructuring reflects a disciplined focus on efficiency and long-term value creation,” said Lawrence Tan, Chief Executive Officer of iPower. “By removing a high-cost operating component while retaining our supply chain platform and commercial relationships, we have improved our cost structure, strengthened our balance sheet, and positioned iPower to pursue sustainable, margin-positive revenue opportunities going forward.”

As a result of the improved cost structure and enhanced balance sheet following this restructuring, iPower noted that the Company is better positioned to prudently evaluate and support its previously announced digital asset initiatives, including its Digital Asset Treasury strategy. The Company emphasized that such initiatives remain subject to disciplined capital allocation, governance and risk management, and are intended to complement—rather than replace—its core operating focus.

Following completion of the transaction, iPower expects to operate with lower operating costs, improved operating efficiency and greater strategic flexibility as it continues to evaluate opportunities aligned with its core competencies.

The Company noted that this transaction represents one step in a broader effort to sharpen iPower’s operating focus, reduce structural costs, and maintain flexibility to pursue future growth opportunities.

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About iPower Inc.

iPower Inc. (Nasdaq: IPW) is a technology- and data-driven online retailer and a provider of value-added e-commerce services for third-party products and brands. iPower operates a nationwide fulfillment network and is expanding infrastructure across software, logistics, and manufacturing, with an aim to also pursue initiatives in digital assets and blockchain integration. 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 implementation of iPower’s digital asset strategy, the anticipated benefits of holding digital assets, and iPower’s future business plans in this sector. 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 to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although iPower believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure investors that such expectations will turn out to be correct, and iPower cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results and performance in iPower’s Annual Report on Form 10-K, its 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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