What the changes say
- Bitcoin treasury risks now dominate, including pledged collateral, volatility, custody, liquidity, regulation, and accounting effects.
- The company dropped several e-commerce, Amazon, cannabis, insider-control, Nasdaq-deadline, and offering-specific risks.
- China sourcing remains a major supply-chain risk, but the filing no longer quantifies 96% sourcing or supplier counts.
- Internal-control disclosure now applies to fiscal 2026 and identifies smaller-reporting-company requirements.
What changed since the prior 10-K
New
- NewRisks Related to Our Digital Asset Treasury Strategy
Our DAT Strategy exposes us to various risks, including risks associated with bitcoin
Digital assets, cash, and proceeds are pledged to the Convertible Note Investor’s Collateral Agent and cannot be freely used without release conditions or consent.
- NewRisks Related to Our Digital Asset Treasury Strategy
Digital assets can be highly volatile assets, and, in the event we develop significant digital asset holdings, fluctuations in the price are likely to influence our financial results and the market price of our listed securities
Bitcoin price volatility could reduce earnings, financial condition, and the market price of the company’s securities if holdings become significant.
- NewRisks Related to Our Digital Asset Treasury Strategy
Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty
Changing securities laws, regulations, enforcement, or technical conditions could restrict the company’s ability to own or transfer bitcoin.
- NewRisks Related to Our Digital Asset Treasury Strategy
We only recently commenced our DAT Strategy. As a result, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoin
New bitcoin holdings and fair-value accounting under ASU 2023-08 could create substantial period-to-period earnings and balance-sheet volatility.
- NewRisks Related to Our Digital Asset Treasury Strategy
The availability of spot exchange traded products (“ETPs”) for bitcoin and other digital assets may adversely affect the market price of our listed securities
Spot bitcoin ETPs could divert investor demand from the company’s listed securities by offering easier traditional-market exposure to bitcoin.
- NewRisks Related to Our Digital Asset Treasury Strategy
Our DAT Strategy subjects us to enhanced regulatory oversight
Bitcoin holdings could trigger additional SEC or other agency scrutiny, including concerns about money laundering, criminal financing, and sanctions evasion.
- NewRisks Related to Our Digital Asset Treasury Strategy
In addition, private actors that are wary of bitcoin, other digital assets, or the regulatory concerns associated with digital assets in general have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities
Fraud, outages, withdrawals, security failures, or regulatory problems at digital-asset trading venues could reduce confidence in bitcoin and its value.
- NewRisks Related to Our Digital Asset Treasury Strategy
The concentration of our bitcoin holdings enhances the risks inherent in our DAT Strategy
Concentrating treasury assets in bitcoin and ETH provides less risk diversification and makes bitcoin price declines more damaging to financial condition.
- NewRisks Related to Our Digital Asset Treasury 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
Alternative digital assets, including proof-of-stake networks such as Ethereum, could gain market share and reduce bitcoin’s value.
- NewRisks Related to Our Digital Asset Treasury Strategy
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
Bitcoin may be harder to liquidate than cash during market disruption, and custodial holdings lack FDIC or SIPC protections.
- NewRisks Related to Our Digital Asset Treasury Strategy
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
Loss of private keys, cyberattacks, data loss, custodian concentration, or fewer available custodians could impair access to the company’s bitcoin.
- NewRisks Related to Our Digital Asset Treasury Strategy
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
If regulators classify bitcoin as a security, the company could become an investment company subject to substantial additional regulation.
- NewRisks Related to Our Digital Asset Treasury Strategy
In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securities
- NewRisks Related to Our Digital Asset Treasury Strategy
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
- NewRisks Related to Our Digital Asset Treasury Strategy
Our DAT Strategy exposes us to risk of non-performance by counterparties
- NewRisks Related to Our Digital Asset Treasury Strategy
Our financial results and the market price of our common stock may be affected by the price of Bitcoin
- NewRisks Related to Our Digital Asset Treasury Strategy
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
- NewRisks Related to Our Digital Asset Treasury Strategy
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
- NewRisks Related to Our Digital Asset Treasury Strategy
We face other risks related to our DAT Strategy
- NewRisks Related to Our Business and Products
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
- NewRisks Related to Our Common Stock
Future sales of our common stock in the public market could cause the market price of our common stock to decline
- NewRisks Related to Our Common Stock
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
Dropped
- DroppedRisks Related to Our Business and Products
Almost all of our sales are carried out through third-party platforms, including Amazon, Temu, Walmart and eBay; any disruption in our selling efforts on such third party platforms could substantially disrupt our business
- DroppedRisks Related to Our Business and Products
Certain of our products may be purchased for use in the cannabis industry and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions
- DroppedRisks Related to Our Business and Products
Continued federal intervention in certain segments of the cannabis industry may have a negative impact on us
- DroppedRisks Related to Our Business and Products
If we are unable to effectively execute our e-commerce business, our reputation and operating results may be harmed
- DroppedRisks Related to Our Business and Products
A substantial proportion of our sales occur on Amazon and, as such, should our Company experience any negative actions by Amazon, our sales could be significantly affected
- DroppedRisks Related to Our Business and Products
We have announced that we may adopt a digital treasury strategy which, if adopted and effectuated, would expose us to various risks, including risks associated with holding Bitcoin and other cryptocurrency assets
- DroppedRisks Related to Doing Business with the Cannabis Industry
Certain of our products may be purchased for use in new and emerging industries and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, future scientific research and public perception
Dependence on Amazon, Temu, Walmart, eBay, and other third-party platforms for sales.
- DroppedRisks Related to Doing Business with the Cannabis Industry
Our indirect involvement in the cannabis industry could affect the public’s perception of us and be detrimental to our reputation
- DroppedRisks Related to Doing Business with the Cannabis Industry
Businesses involved in the cannabis industry, and investments in such businesses, are subject to a variety of laws and regulations related to money laundering, financial recordkeeping, and proceeds of crimes
- DroppedRisks Related to Our Common Stock
On July 2, 2025, the Company received formal approval from Nasdaq granting it an additional 180 days, or until December 29, 2025 (the “Compliance Date”), to regain compliance with the Bid Price Requirement
- DroppedRisks Related to Our Common Stock
Our founders, officers and directors may control, and may continue to control, our company for the foreseeable future, including the outcome of matters requiring stockholder approval
- DroppedRisks Related to Our Common Stock
Sales of substantial amounts of our common stock by the selling stockholder in the Private Placement (as defined below) or the perception that these sales could occur, could adversely affect the price of our common stock
Reworded
- 77% rewrittenRisks Related to Our Business and Products
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
The risk still covers China sourcing, tariffs, and supply-chain disruption, but removes the prior year’s 96% sourcing figure and supplier counts.
- 56% rewrittenRisks Related to Our Business and Products
We have a limited operating history on which stockholders and potential investors can evaluate our business or base an investment decision
The risk now adds maintaining vendor relationships, managing e-commerce supply-chain operations, and distribution networks as conditions for success.
- 39% rewrittenRisks Related to Our Common Stock
Our stockholders will experience further dilution if we issue additional equity or equity-linked securities in the future
The dilution warning no longer specifically refers to investors purchasing shares in the current offering.
- 37% rewrittenRisks 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
The text is substantively unchanged and still describes Nasdaq’s $1.00 minimum-bid compliance risk.
- 33% rewrittenRisks Related to Our Business and Products
We face intense competition that could prohibit us from developing or increasing our customer base
The wording broadens the competitive threat beyond specialty gardening and hydroponics and removes some explicit equipment and pricing detail.
- 31% rewrittenRisks Related to Our Common Stock
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
The compliance deadline moved from fiscal 2025 to fiscal 2026, and the auditor-attestation reference changed from emerging-growth-company to smaller-reporting-company status.
- 24% rewrittenRisks Related to Our Business and Products
Management has evaluated remediation plans for the deficiency and has implemented changes to address the material weakness identified, including hiring additional accountants and consultants and implementing controls and procedures over financial reporting process
The heading now mentions remediation plans, added accountants, consultants, and reporting controls, but the displayed body remains unchanged.
- 21% rewrittenRisks Related to Our Business and Products
We may not be able to obtain insurance coverage adequate to cover all significant risk exposures
The listed insurance coverage now expressly includes directors and officers liability insurance alongside existing policies.
All 68 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Digital Asset Treasury Strategy
- 01Our DAT Strategy exposes us to various risks, including risks associated with bitcoinNew
- 02Digital assets can be highly volatile assets, and, in the event we develop significant digital asset holdings, fluctuations in the price are likely to influence our financial results and the market price of our listed securitiesNew
- 03Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertaintyNew
- 04We only recently commenced our DAT Strategy. As a result, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoinNew
- 05The availability of spot exchange traded products (“ETPs”) for bitcoin and other digital assets may adversely affect the market price of our listed securitiesNew
- 06Our DAT Strategy subjects us to enhanced regulatory oversightNew
- 07In addition, private actors that are wary of bitcoin, other digital assets, or the regulatory concerns associated with digital assets in general have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securitiesNew
- 08The concentration of our bitcoin holdings enhances the risks inherent in our DAT StrategyNew
- 09The 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 businessNew
- 10When 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 equivalentsNew
- 11We 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 bitcoinNew
- 12Regulatory 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 securitiesNew
- 13In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securitiesNew
- 14We 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 advisersNew
- 15Our DAT Strategy exposes us to risk of non-performance by counterpartiesNew
- 16Our financial results and the market price of our common stock may be affected by the price of BitcoinNew
- 17The 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 stockNew
- 18Our 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 equivalentsNew
- 19We face other risks related to our DAT StrategyNew
Risks Related to Our Business and Products
- 20We sell proprietary brand offerings, as well as third party brands, which could expose us to various risks
- 21Our competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products
- 22We 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
- 23The 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
- 24The ongoing conflict between Russia and Ukraine may adversely affect our business, financial condition, or results of operations
- 25We have a limited operating history on which stockholders and potential investors can evaluate our business or base an investment decision56% rewritten
- 26Poor economic conditions could adversely affect our business
- 27Heightened inflation, increased interest rates and other economic conditions including potential recession and credit market disruptions could negatively impact our business
- 28Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing costs
- 29We 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 effects77% rewritten
- 30We face intense competition that could prohibit us from developing or increasing our customer base33% rewritten
- 31If 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
- 32Our business depends substantially on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services
- 33If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy
- 34In 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
- 35Acquisitions, 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
- 36Our ongoing investment in and development of our new in-house branded product line is inherently risky and could disrupt our ongoing businesses
- 37Our reliance on third-party manufacturers could harm our business
- 38Our reliance on a limited base of suppliers for certain products may result in disruptions to our business and adversely affect our financial results
- 39A 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
- 40If 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
- 41Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations
- 42If 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
- 43Our 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
- 44We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business
- 45Management has evaluated remediation plans for the deficiency and has implemented changes to address the material weakness identified, including hiring additional accountants and consultants and implementing controls and procedures over financial reporting process24% rewritten
- 46Changes in U.S. and international trade policies, particularly with respect to China, could materially and adversely impact our business and results of operations
- 47Our business is dependent, in part, on our ongoing commercial relationship with GPM, and any deterioration of that relationship could materially adversely affect our businessNew
- 48Litigation may adversely affect our business, financial condition, and results of operations
- 49If product liability lawsuits are brought against us, we may incur substantial liabilities
- 50We may not be able to obtain insurance coverage adequate to cover all significant risk exposures21% rewritten
- 51Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows
- 52Certain of our products sell on a seasonal basis, resulting in fluctuations in our cash flow, inventory, and accounts payable
- 53Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our products and manage our inventory
- 54The failure of third parties to meet their contractual, regulatory, and other obligations could adversely affect our business
- 55The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate
- 56The 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
- 57If 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 effects37% rewritten
- 58Future sales of our common stock in the public market could cause the market price of our common stock to declineNew
- 59Sales 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 stockNew
- 60There are risks, including stock market volatility, inherent in owning our common stock
- 61We 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
- 62We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all
- 63As 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
- 64As 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 stock31% rewritten
- 65Our stockholders will experience further dilution if we issue additional equity or equity-linked securities in the future39% rewritten
- 66If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline
- 67As an actively traded Nasdaq-listed company, the market price of our common stock may be volatile
- 68In the event of liquidation or dissolution of our company, stockholders may not recoup all or any portion of their investment
Other iPower 10-Ks
- 2025 10-K risk factors58 risks3 new1 dropped7 reworded
Amazon reliance dropped from 90% to 82% of total revenues while China manufacturing sourcing increased from 90% to 96%. New risks highlight proposed cryptocurrency treasury adoption, Nasdaq bid price compliance warnings, and new 20% duties on Chinese imports.
Filed Oct 09, 2025 - FY2024 10-K risk factors56 risks
Heavy reliance on Amazon and third-party platforms accounts for 99 percent of sales and creates major concentration risk.
Filed Sep 20, 2024
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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.