UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): August 4, 2025
iPower Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40391 | 82-5144171 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 1.02. | Termination of a Material Definitive Agreement. |
On August 4, 2025, iPower Inc. (“iPower” or the “Company”), through its wholly-owned subsidiary, Dayourenzai (Shenzhen) Technology Co, Ltd. (“DYRZ”), a company organized under the laws of the People’s Republic of China (“PRC”), entered into an agreement (the “VIE Contract Termination Agreement”) with the Company’s variable interest entity, Daheshou (Shenzhen) Information Technology Co., Ltd. (“DHS”), a company organized under the laws of the PRC, and its registered shareholders. DHS had previously been consolidated into the Company’s financial statements as a variable interest entity pursuant to certain contractual arrangements (the “VIE Agreements”), which allowed DYRZ to exercise effective control over DHS. Following entry into the VIE Contract Termination Agreement, DYRZ no longer owns, operates or controls DHS and Company-related services and activities previously conducted by DHS will now be performed by iPower and other contractors, as needed, as part of an effort to streamline operations and improve structural efficiency.
Historically, DHS has been principally engaged in effectuating part of the Company’s PRC sales, supply chain, merchandizing and distribution services. However, in recent years the Company has improved efficiency and gradually transitioned much of the services performed by DHS to iPower and other contractors. As such, the termination of the VIE structure reflects a strategic move toward operational simplification and is not expected to have a material effect on the Company’s business and/or revenue streams being generated out of the PRC.
The foregoing summary of the terms and conditions of the VIE Contract Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | VIE Contract Termination Agreement, dated August 4, 2025, by and between Dayourenzai (Shenzhen) Technology Co., Ltd., Daheshou (Shenzhen) Information Technology Co., Ltd., Xiaoyun Liu and Jing Xie. | |
| 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: August 12, 2025 | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
VIE
CONTRACT TERMINATION AGREEMENT
VIE 合同终止协议
This Termination
Agreement ("Agreement") is made and entered into as of August 4, 2025, by and among:
本终止协议(“协议”)于2025年8月4日由以下各方签订:
1. Dayourenzai (Shenzhen) Technology Co., Ltd., a wholly foreign-owned
enterprise incorporated under the laws of the People’s Republic of China, with its registered address at Room 1501, Building A,
Block 1, Wanggu Chuangxiang Tower, No. 21 Gongye 6th Road, Yanshan Community, Zhaoshang Subdistrict, Nanshan District, Shenzhen, China
("WFOE");
大有人在(深圳)科技有限公司,一家依中华人民共和国法律设立的外商独资企业,注册地址为:中国深圳市南山区招商街道沿山社区工业六路21号网谷创享大厦1栋A座1501(“WFOE”);
2. Daheshou (Shenzhen) Information Technology Co., Ltd., a limited
liability company organized under the laws of the People’s Republic of China, with its registered address at Room 1501, Building
A, Block 1, Wanggu Chuangxiang Tower, No. 21 Gongye 6th Road, Yanshan Community, Zhaoshang Subdistrict, Nanshan District, Shenzhen, China
("VIE");
大合手(深圳)信息科技有限公司,一家依中华人民共和国法律设立的有限责任公司,注册地址为:中国深圳市南山区招商街道沿山社区工业六路21号网谷创享大厦1栋A座1501(“VIE”);
3. LIU Xiaoyun and XIE Jing, citizens of the People’s Republic of China, who are the registered shareholders of the
VIE (collectively, "Nominee Shareholders").
刘晓云和谢靖,中华人民共和国公民,为VIE的登记股东(统称为“名义股东”)。
RECITALS
鉴于
WFOE, VIE, and the Nominee Shareholders entered into a series of contractual agreements, including but not limited to the execution of Exclusive Option Agreement, the Exclusive Business Cooperation Agreement, the Equity Interest Pledge Agreement, the Power of Attorney and other ancillary agreements or documents (collectively, the "VIE Agreements").
WFOE、VIE与名义股东曾签署一系列合同协议安排(包括但不限于签署独家购买权协议、独家业务合作协议、股权质押协议、授权委托书及其配套协议或文件(统称为“VIE协议”)
| · | The parties have agreed to terminate the VIE Agreements. 各方现同意终止VIE协议. |
TERMS 条款
| 1. | Termination of Agreements 协议终止 |
The parties hereby agree that, effective as of August 4,
2025, all of the VIE Agreements listed above are terminated and shall be of no further force or effect.
各方同意,自2025年8月4日起,上述VIE协议全部终止,不再具有任何法律效力。
| 2. | Release of Rights and Obligations 权利义务的解除 |
Each party hereby releases the other parties from any and
all past, present, and future obligations。
各方在此解除其他各方根据VIE协议所产生的所有既往、现在和未来的义务。
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| 3. | Deregistration of Equity Pledge 股权质押的注销 |
The parties agree to take all necessary steps to deregister
the equity pledge.
各方同意采取一切必要措施注销股权质押。
| 4. | Confidentiality 保密条款 |
Each party shall maintain the confidentiality of this Agreement.
各方应对本协议内容予以保密。
| 5. | Governing Law 适用法律 |
This Agreement shall be governed by
the laws of the People’s Republic of China.
本协议适用中华人民共和国法律。
| 6. | Successors |
继任者
The terms of this Agreement shall be binding on the Parties hereto and their respective successors and permitted assigns, and shall be valid with respect to the Parties and each of their successors and permitted assigns.
本协议的条款对各方及各方各自的继任者和经允许的受让方具有约束力,并对其有效。
| 7. | Language and Counterparts |
语言和副本
This Agreement is written in both English and Chinese. In case of any conflicts between the English Version and the Chinese version, the Chinese version shall prevail.
本协议以英文和中文书就。如果英文版本和中文版本之间有任何不一致,以中文版本为准。
| 8. | Miscellaneous 其他条款 |
This Agreement constitutes the entire agreement.
本协议构成各方之间关于该事项的完整协议。
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Termination Agreement as of the date first above written.
有鉴于此,双方已使得经其授权的代表于文首所述日期签署了本终止协议并即生效,以昭信守。
WFOE:Dayourenzai (Shenzhen) Technology Co., Ltd.
大有人在(深圳)科技有限公司
By签字: /s/ LIU Xiaoyun
Name: LIU Xiaoyun
姓名: 刘晓云
Title: Legal Representative
职位: 法定代表人
VIE: Daheshou (Shenzhen) Information Technology Co., Ltd.
| 大合手(深圳)信息科技有限公司 |
By签字: /s/ LIU Xiaoyun
Name: LIU Xiaoyun
姓名: 刘晓云
Title: Legal Representative
职位: 法定代表人
Nominee Shareholders:
名义股东:
| Signature 签字: /s/ LIU Xiaoyun | Signature 签字: /s/ XIE Jing | |
| Name: LIU Xiaoyun | Name: XIE Jing | |
| 姓名: 刘晓云 | 姓名: 谢靖 | |
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