Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Additional Optional Closing under Securities Purchase Agreement

As previously disclosed in our Current Report on Form 8-K filed on December 23, 2025, iPower Inc., a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement dated December 22, 2025 (the "Purchase Agreement") with an institutional investor (the "Investor") providing for an up to $30,000,000 6% original issue discount senior secured convertible note facility, with an initial closing of $5,184,024 principal amount of series A senior secured convertible notes (the "Series A Notes"), sold in reliance on an exemption from registration statement afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D of the Securities Act, and $1,815,976 principal amount of series B senior secured convertible notes sold pursuant to an effective registration statement on Form S-3 (SEC File No. 333-274655). The Company then registered $28,184,024 of shares of common stock underlying the Series A Notes on Form S-1 (File No. 333-292682), as amended pursuant to Form S-1MEF (File No. 333-295172), with such Series A Notes to be issuable from time to time upon sale to the Investor, first as an additional mandatory closing and, thereafter, an additional optional closing (each, an "Additional Optional Closing").

As previously disclosed in our Current Report on Form 8-K filed on July 6, 2026, the Company and the Investor entered into an amendment to the Purchase Agreement for purposes of, among other things, (i) increasing funds available under the facility by an additional original principal amount of $2,000,000 and (ii) removing restrictions on use of proceeds for additional funds obtained through the facility.

On September 15, 2026, following the Investor's notification to the Company of its intent to execute an Additional Optional Closing for $3,000,000 in aggregate principal amount of Series A Notes, the Company and the Investor consummated an Additional Optional Closing. At the Additional Optional Closing, the Company received $2,820,000, excluding fees and expenses, in exchange for issuing a $3,000,000 aggregate principal amount of Series A Notes to the Investor after satisfaction of all applicable closing conditions, including the absence of any Event of Default (as such term is defined in the Form of Series A Senior Secured Convertible Note, filed herewith as Exhibit 10.1). The Series A Note issued at the Additional Optional Closing was issued pursuant to an exemption from registration in accordance with Regulation D of the Securities Act and has a fixed conversion price of $3.156 (120% of the Nasdaq closing price of the Company's common stock on September 15, 2026).

Pursuant to the Purchase Agreement, the consideration was paid at $940 for each $1,000 of principal amount, and the Company received gross proceeds of approximately $2,820,000 at this closing, before fees and expenses, including a 6% cash fee payable to Digital Offering, who acted as placement agent in the transaction.

To date, the Company has sold an aggregate total original principal amount of $15,184,024 in Series A Convertible Notes to the Investor, with $15,000,000 of aggregate original principal amount of Series A Convertible Notes remaining available for issuance, of which $9,084,580 of the Series A Convertible Notes have been converted to date.

Consistent with the Purchase Agreement's disclosure covenants, the Company is providing this Current Report on Form 8-K to disclose the completion of this Additional Optional Closing under the Purchase Agreement.

The foregoing summary of the $3,000,000 Series A Note does not purport to be complete and is qualified in its entirety by reference to such agreement, the form of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.