iPower Inc.

On February 15, 2022, upon completion of the acquisition of Anivia, the Company assumed an operating lease of offices in the PRC. In July 2023, the Company renewed the lease contract for its existing office plus additional office space. The lease term is for three years expiring on July 14, 2026. The total base rental fee for these offices is approximately $19,406 per month. In September 2024, the Company terminated the lease contract of the office space.

• The availability of spot exchange traded products (“ETPs”) for bitcoin and other digital assets may adversely affect the market price of our listed securities.
• Our DAT Strategy subjects us to enhanced regulatory oversight.
• Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin and digital asset trading venues, such trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.
• The concentration of our bitcoin holdings enhances the risks inherent in our DAT Strategy.
• The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business.
• When acquired, our bitcoin holdings will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
• If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
• We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin.
• Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.
• We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
• Our DAT Strategy exposes us to risk of non-performance by counterparties.
• Our financial results and the market price of our common stock may be affected by the price of Bitcoin.
• The price of our common stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
• Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
• We face other risks related to our DAT Strategy.
• Risks Related to Our Business and Products
• We sell proprietary brand offerings, as well as third party brands, which could expose us to various risks.
• Our competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products.
• We may not be able to successfully develop new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles.
• The availability and cost of transportation for our products is vital to our success, and the loss of availability or increase in the cost of transportation or freight costs could have an unfavorable impact on our business, results of operations, financial condition, and cash flows.
• The ongoing conflict between Russia and Ukraine may adversely affect our business, financial condition, or results of operations.
• The occurrence of any epidemic or pandemic, including but not limited to COVID-19 or similar infectious diseases, and any resurgence in related infections, whether in the U.S., China or elsewhere, along with efforts to mitigate their impact, could adversely affect our business, liquidity, operations, financial condition, the business of our suppliers, vendors and logistic partners, and the price of our securities.
• We have a limited operating history on which stockholders and potential investors can evaluate our business or base an investment decision.
• Poor economic conditions could adversely affect our business.
• Heightened inflation, increased interest rates and other economic conditions including potential recession and credit market disruptions could negatively impact our business.
• Volatile or weakened economic conditions in the U.S. and globally may adversely affect our business and operating results. Moreover, while the recent banking crisis involving the closure of Silicon Valley Bank (“SVB”) and other small banks did not have a material direct impact on our business, continued instability in the global banking system may result in additional bank failures, as well as volatility of global financial markets, either of which may adversely impact our business and financial condition.
• Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing costs.
• We rely heavily on our access to the China markets for the production of our products; should U.S. and China trade relations further deteriorate, and should the ongoing trade war continue, our supply chain, and thus our operations and revenues, could be subject to deleterious effects.
• We face intense competition that could prohibit us from developing or increasing our customer base.
• If we need additional capital to fund the expansion of our operations, we may not be able to obtain sufficient capital on terms favorable to us and may be forced to limit the expansion of our operations.
• Our business depends substantially on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services.
• If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
• In order to increase our sales and marketing infrastructure, we will need to grow the size of our organization, and we may experience difficulties in managing this growth.
• Acquisitions, other strategic alliances, and investments could result in operating difficulties, dilution, and other harmful consequences that may adversely impact our business and results of operations.
• Our ongoing investment in and development of our new in-house branded product line is inherently risky and could disrupt our ongoing businesses.
• Our reliance on third-party manufacturers could harm our business.
• Our reliance on a limited base of suppliers for certain products may result in disruptions to our business and adversely affect our financial results.
• A significant interruption in the operation of our or our suppliers’ facilities could impact our capacity to produce products and service our customers, which could adversely affect revenues and earnings.
• If our suppliers are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to sell our products may be harmed.
• Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations.
• If our suppliers that currently, or in the future, sell directly to the retail market in which we conduct our current or future business, enhance these efforts and cease or decrease their sales through us, our ability to sell certain products could be harmed.
• Our operations may be impaired if our information technology systems fail to perform adequately or if we are the subject of a data breach or cyber-attack.
• We collect, process, store, use, and share information collected from or about purchasers and users of our website and products. The collection and use of personal information, and analysis and sharing of user data and unique identifiers to inform advertising subject us to legislative and regulatory burdens, may expose us to liability, and our actual or perceived failure to adequately protect consumer data could harm our brand, our reputation in the marketplace and our business.
• We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.
• We may not be able to develop, license or acquire new products, enhance the capabilities of our existing products to keep pace with rapidly changing technology and customer requirements, or successfully manage the transition to new product offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations.
• We have identified certain material weaknesses in our internal control over financial reporting and may experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, as a result of which, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us and, as a result, the value of our common stock.
• Changes in U.S. and international trade policies, particularly with respect to China, could materially and adversely impact our business and results of operations.
• Our business is dependent, in part, on our ongoing commercial relationship with GPM, and any deterioration of that relationship could materially adversely affect our business.
• General Risk Factors Related to Our Business
• Litigation may adversely affect our business, financial condition, and results of operations.
• If product liability lawsuits are brought against us, we may incur substantial liabilities.
• We may not be able to obtain insurance coverage adequate to cover all significant risk exposures.
• Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.
• Certain of our products sell on a seasonal basis, resulting in fluctuations in our cash flow, inventory, and accounts payable.
• Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our products and manage our inventory.
• The failure of third parties to meet their contractual, regulatory, and other obligations could adversely affect our business.
• The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate.
• The conflict between Russia and Ukraine and the war in the Middle East may have the effect of heightening many of the other risks described in this “Risk Factors” section.
• Risks Related to Our Common Stock
• If we fail to comply with the continued listing requirements of the Nasdaq Stock Market, it could result in our common stock being delisted, which could adversely affect the market price and liquidity of our securities and could have other adverse effects.
• Future sales of our common stock in the public market could cause the market price of our common stock to decline.
• Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could depress the market price of our common stock.
• General Risk Factors Related to our Common Stock
• There are risks, including stock market volatility, inherent in owning our common stock.
• We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
• We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
• As a public company, we are subject to increased costs in relation to maintaining SEC and Nasdaq-related reporting requirements and our management is required to devote substantial time to compliance with our public company reporting responsibilities and corporate governance practices.
• As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our common stock.