UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☐ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ||||
| ☒ | Form 10-Q | ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR |
For Period Ended: December 31, 2025
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: Not Applicable
|
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
iPower Inc.
Full Name of Registrant
Former Name if Applicable
8798 9th Street
Address of Principal Executive Office (Street and Number)
Rancho Cucamonga, CA 91730
City, State, Zip Code
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
The Registrant recently completed a convertible note financing transaction which closed on December 23, 2025 and, as a result, is experiencing delays in completing the preparation of its financial statements for the six month period ended December 31, 2025 due to the complex nature of the financial accounting treatment required in relation to the financing. As a result, the Company is unable to timely file its Quarterly Report on Form 10-Q for the six months ended December 31, 2025 (the “Form 10-Q”) by the prescribed filing deadline without incurring unreasonable effort and/or expense. The Registrant intends to file its Form 10-Q as soon as practicable and, in any event, within the 5-day extension period allowed under Rule 12b-25.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Chenlong Tan | (626) | 863-7344 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
| ☒ Yes ☐ No | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| ☐ Yes ☒ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
| 2 |
iPower Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: February 17, 2026 | By: | /s/ Chenlong Tan | |
|
Chenlong Tan Chief Executive Officer |
| 3 |