iPower Inc.

ITEM 1A. RISK FACTORS

As a smaller reporting comWe refer to Part I, Item 1A, Risk Factors, of our Annual Report for a detailed description of our significant risk factors. Other than the risk factor disclosed in this Item 1A below, there have been no significant changes to these risk factors during the quarter ended December 31, 2024.

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.

On January 2, 2025, the Company received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) stating that for the 30 consecutive business day period between November 15, 2024 to December 31, 2024, the Company, we are not required to provide s common stock had failed to maintain a minimum closing bid price of $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Requirement). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until July 1, 2025 (the Compliance Period), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Companys common stock must meet or exceed $1.00 per share for a minimum of ten consecutive trading days, unless such period is extended by Nasdaq.

If the Company does not regain compliance with the Minimum Bid Price Requirement by July 1, 2025, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards formation required by this Item. The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, Nasdaq will provide the Company with notice that its common stock will be subject to delisting. At that time, the Company may appeal the Nasdaqs delisting determination to a Nasdaq Hearings Panel. While Nasdaqs notice to the Company of noncompliance has no immediate effect on the listing of our common stock and our common stock will continue to be listed on The Nasdaq Capital Market under the symbol IPW, there can be no assurance that we will regain compliance with the Minimum Bid Price Requirement or maintain compliance with any of the other Nasdaq continued listing requirements. We will continue to monitor the closing bid price of our common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.

If significant tariffs or other restrictions are placed on imports to the U.S., including tariffs and/or import restrictions from China, or if any retaliatory trade measures are taken by China or other countries, our business and results of operations could be materially and adversely affected.

All of our products are manufactured and supplied by unaffiliated third parties, most of which are located in China. This concentration exposes us to risks associated with doing business globally, including risks related to changes in tariffs or the imposition of other trade barriers. Any alteration of trade agreements and terms between China and the U.S., including limiting trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on imports from other countries to the U.S., may result in further or higher tariffs, or retaliatory trade measures by China, all of which could have a material adverse effect on our business and operating results.