IPW Ipower Inc. - 8-K

Item 3.03 Material Modification to Rights of
Security Holders.

To the extent required by
Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report
on Form 8-K is incorporated by reference herein.

Item 5.03 Amendment to Articles of Incorporation
or Bylaws

On
December 21, 2025, the stockholders of iPower Inc. (the “Company”) holding a majority of the voting power of the Company’s
common stock approved via written consent the execution of one of more reverse stock splits of the Company’s common stock, par value
$0.001 per share (the “Common Stock”) at a ratio of up to one-for-two hundred and fifty (1:250), with the exact ratio and
timing to be determined by the Board of Directors of the Company (the “Board”) in its discretion. This approval was reported
on a Schedule DEF14C filed with the Securities and Exchange Commission on January 21, 2026, which became effective on February 10, 2026.

Pursuant
to such authority granted by the Company’s stockholders, on May 4, 2026, the Board approved a reverse split of one-for-eight (1:8)
(the “Reverse Stock Split”) of the Common Stock. On May 20, 2026, the Company filed a certificate of amendment to amend the
Sixth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Amendment”) with  the
Secretary of State of the State of Nevada, with an effective date of May 22, 2026 (the “Effective Date”). The Reverse Stock
Split will become effective at the start of trading on May 22, 2026 (the “Effective Time”).

When
the Reverse Stock Split becomes effective, every eight (8) shares of the Company’s issued and outstanding Common Stock immediately
prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value
per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s
outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the
exercise prices of such stock options and warrants. Restricted stock units will be adjusted to reflect the reduced number of underlying
shares. The Reverse Stock Split did not change the Company’s total number of authorized shares of Common Stock or preferred stock.

No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional
share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Common Stock in lieu of such
fractional share.

VStock
Transfer LLC is acting as exchange agent for the Reverse Stock Split and will notify stockholders of record regarding the Reverse Stock
Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder
of record) are not required to take any action.

Commencing
on May 22, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted
basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 46265P305.

The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.

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Item 7.01 Regulation FD Disclosure.

On May 19, 2026, the Company issued a press release
announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of
Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information
under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein,
including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to the Sixth Amended and Restated Articles of Incorporation

99.1

Press release of the Company issued on May 19, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

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