iPower Inc. Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 001-40391

iPower Inc.

(Exact name of registrant as specified in its charter)

Nevada		82-5144171
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8798 9^th Street

Rancho Cucamonga, CA 91730

(Address of principal executive offices) (Zip Code)

(626) 863-7344

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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		IPW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock on February 20, 2026 was 1,322,477.

iPower Inc.

TABLE OF CONTENTS

		Page No.

	PART I. Financial Information

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025	3

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2025 and 2024	4

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended December 31, 2025 and 2024	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	54

	PART II. Other Information

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	55

Item 3.	Defaults Upon Senior Securities	55

Item 4.	Mine Safety Disclosures	55

Item 5.	Other Information	55

Item 6.	Exhibits	56

	Signatures	57

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

iPower Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2025 and June 30, 2025


	December 31,			June 30,
	2025			2025
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalent	$	2,011,738		$	2,007,890
Accounts receivable, net		5,168,143			6,124,008
Inventories, net		3,611,859			8,131,203
Restricted Cash - BitGo		2,209,000			–
Prepayments and other current assets, net		1,691,476			3,111,210
Total current assets		14,692,216			19,374,311

Non-current assets
Right of use - non-current		3,286,752			3,915,539
Property and equipment, net		187,372			390,349
Deferred tax assets, net		4,753,025			3,724,462
Goodwill		3,034,110			3,034,110
Investment in joint venture		678,706			385,180
Intangible assets, net		2,656,643			2,981,328
Digital assets		2,214,759			–
Other non-current assets		2,493,705			1,837,488
Total non-current assets		19,305,072			16,268,456

Total assets	$	33,997,288		$	35,642,767

LIABILITIES AND EQUITY
Current liabilities
Accounts payable, net	$	3,056,935		$	7,180,009
Other payables and accrued liabilities		981,832			1,893,921
Lease liability - current		1,418,909			1,361,111
Short-term loan payable		1,500,000			–
Short-term loan payable - related party		1,063,278			–
Revolving loan payable, net		–			3,737,602
Income taxes payable		3,512			280,155
Total current liabilities		8,024,466			14,452,798

Non-current liabilities
Convertible notes payable		4,381,531			–
Derivative liability - Conversion option		1,413,100			–
Lease liability - non-current		2,193,849			2,913,967
Total non-current liabilities		7,988,480			2,913,967

Total liabilities		16,012,946			17,366,765

Commitments and contingency		–			–

Stockholders' Equity
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and June 30, 2025		–			–
**Common stock, $0.001 par value; 180,000,000 shares authorized; 1,081,460 and 1,045,330 shares issued and outstanding at December 31, 2025 and June 30, 2025		1,082			1,045
Additional paid in capital		34,891,869			33,481,201
Accumulated deficits		(16,925,818	)		(15,198,889	)
Non-controlling interest		(47,462	)		(47,462	)
Accumulated other comprehensive loss		64,671			40,107
Total stockholders' equity		17,984,342			18,276,002

Total liabilities and stockholders' equity	$	33,997,288		$	35,642,767

Unless otherwise indicated, all shares of common stock and per share numbers in the unaudited condensed consolidated financial statements and notes below have been adjusted retroactively to reflect the 1-for-30 reverse stock split effected on October 27, 2025, for all periods presented (see Note 15 for details).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

iPower Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

For the Three and Six Months Ended December 31, 2025 and 2024


	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES
Product sales	$	7,133,602		$	17,606,889		$	17,618,347		$	35,882,301
Service income		–			1,465,682			1,532,722			2,198,791
Total revenues		7,133,602			19,072,571			19,151,069			38,081,092

COST OF REVENUES
Product costs		3,994,680			9,461,119			9,872,942			19,378,567
Service costs		–			1,221,566			1,332,681			1,824,742
Total cost of revenues		3,994,680			10,682,685			11,205,623			21,203,309

GROSS PROFIT		3,138,922			8,389,886			7,945,446			16,877,783

OPERATING EXPENSES:
Selling and fulfillment		3,075,161			4,628,914			8,255,351			10,543,722
General and administrative		2,501,738			3,077,365			3,823,251			8,396,888
Total operating expenses		5,576,899			7,706,279			12,078,602			18,940,610

INCOME (LOSS) FROM OPERATIONS		(2,437,977	)		683,607			(4,133,156	)		(2,062,827	)

OTHER INCOME (EXPENSE)
Interest expenses		(167,222	)		(140,672	)		(228,941	)		(280,634	)
Loss on equity method investment		–			(802	)		–			(1,721	)
Loss on deconsolidation of VIE		–			–			(39,624	)		–
Unrealized gain (loss) on digital assets		5,759			–			5,759			–
Change in fair value of derivative liability		176,600			–			176,600			–
Loss on extinguishment of debt		(24,100	)		–			(24,100	)		–
Other non-operating income (expenses)		433,151			(205,958	)		1,232,441			12,728
Total other income (expenses), net		424,188			(347,432	)		1,122,135			(269,627	)

INCOME (LOSS) BEFORE INCOME TAXES		(2,013,789	)		336,175			(3,011,021	)		(2,332,454	)

PROVISION FOR INCOME TAX EXPENSE (BENEFIT)		(820,508	)		120,511			(1,284,092	)		(516,001	)
NET INCOME (LOSS)		(1,193,281	)		215,664			(1,726,929	)		(1,816,453	)

Non-controlling interest		–			(3,155	)		–			(5,991	)

NET INCOME (LOSS) ATTRIBUTABLE TO IPOWER INC.	$	(1,193,281	)	$	218,819		$	(1,726,929	)	$	(1,810,462	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(379	)		156,130			24,564			101,076

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO IPOWER INC.	$	(1,193,660	)	$	374,949		$	(1,702,365	)	$	(1,709,386	)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK
Basic**		1,102,378			1,047,917			1,075,986			1,047,570
Diluted**		1,102,378			1,047,917			1,075,986			1,047,570

EARNINGS (LOSSES) PER SHARE
Basic	$	(1.08	)	$	0.21		$	(1.60	)	$	(1.73	)
Diluted	$	(1.08	)	$	0.21		$	(1.60	)	$	(1.73	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

iPower Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

For the Three and Six Months Ended December 31, 2025 and 2024


	**Common Stock				Additional Paid in			Retained Earnings (Accumulated			Non-controlling			Accumulated other Comprehensive
	Shares		Amount		Capital			Deficit)			interest			income (loss)			Total
Balance, June 30, 2025		1,045,330	$	1,045	$	33,481,201		$	(15,198,889	)	$	(47,462	)	$	40,107		$	18,276,002
Net loss		–		–		–			(533,648	)		–			–			(533,648	)
Stock-based compensation		–		–		150,203			–			–			–			150,203
Restricted shares issued for vested RSUs		4,460		5		(5	)		–			–			–			–
Foreign currency translation adjustments		–		–		–			–			–			24,943			24,943
Balance, September 30, 2025, unaudited		1,049,790		1,050		33,631,399			(15,732,537	)		(47,462	)		65,050			17,917,500
Net loss		–		–		–			(1,193,281	)		–			–			(1,193,281	)
Stock-based compensation		–		–		950,202			–			–			–			950,202
Shares issued for consulting services		20,680		21		199,979			–			–			–			200,000
Common stock issued for conversions of note payable		10,948		11		110,289			–			–			–			110,300
Reverse-Split round up shares		42		–		–			–			–			–			–
Foreign currency translation adjustments		–		–		–			–			–			(379	)		(379	)
Balance, December 31, 2025, unaudited		1,081,460	$	1,082	$	34,891,869		$	(16,925,818	)	$	(47,462	)	$	64,671		$	17,984,342


Balance, June 30, 2024		1,045,330	$	1,045	$	33,494,199		$	(10,230,601	)	$	(38,204	)	$	(210,406	)		23,016,033
Net loss		–		–		–			(2,029,281	)		(2,836	)		–			(2,032,117	)
Stock-based compensation		–		–		205,960			–			–			–			205,960
Foreign currency translation adjustments		–		–		–			–			–			(55,054	)		(55,054	)
Balance, September 30, 2024, unaudited		1,045,330	$	1,045	$	33,700,159		$	(12,259,882	)	$	(41,040	)	$	(265,460	)	$	21,134,822
Net income (loss)		–		–		–			218,819			(3,155	)		–			215,664
Stock-based compensation		–		–		197,313			–			–			–			197,313
Foreign currency translation adjustments		–		–		–			–			–			156,130			156,130
Balance, December 31, 2024, unaudited		1,045,330	$	1,045	$	33,897,472		$	(12,041,063	)	$	(44,195	)	$	(109,330	)	$	21,703,929

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

iPower Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended December 31, 2025 and 2024


	For the Six Months Ended December 31,
	2025			2024
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,726,929	)	$	(1,816,453	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization expense		395,751			392,568
Inventory reserve		58,453			288,474
Credit loss reserve		49,713			1,516,940

SEC Form 10-Q filed by iPower Inc.