iPower Inc. (NASDAQ: IPW) has approximately 5.0 million shares of registered, free-trading stock sitting behind outstanding convertible notes — roughly four times its entire public float of 1.25 million shares. That single overhang number captures the structural story: even before any new financing closes, the shares that could enter the market dwarf what is already trading.
The convertible machinery
The source of that overhang is a senior secured convertible facility with ATW Partners, a repeat micro-cap lender. About $5.82 million of ATW's Series A notes are outstanding — roughly four times the company's market capitalization. The notes convert at 95% of the lowest seven-day VWAP — meaning the holder pays 5% below the weakest recent volume-weighted average price — because every fixed conversion price written into the notes now sits above the market. All shares issued on conversion are pre-registered under effective S-1 filings and can be sold immediately.
The conversion floor — the lowest price at which new shares can be issued — is currently $0.374. At that floor, the same $5.82 million would produce not 5 million but 15.6 million shares, 12.5 times the float. The floor resets downward every six months to 20% of the prevailing trading price, so it can fall further.
What has already happened
Conversions are not theoretical. Split-adjusted shares outstanding have grown from roughly 14,600 in November 2025 to 1,262,584 as of October 2, 2026 — an increase of about 8,559%. Three reverse splits (1-for-30, 1-for-8, and 1-for-9, compounding to 1-for-2,160) compressed the count between rounds. In just the two months after the most recent split, outstanding shares rose 77%, from about 714,000 to 1.26 million.
Insider ownership is negligible. Officers and directors hold roughly 5,400 shares combined — less than half a percent — so float and outstanding are effectively the same number.
Undrawn capacity and additional authorities
Beyond the $5.82 million already owed to ATW, $15 million of additional optional closings remain available under the facility. Those closings carry the same floating conversion terms and are already covered by a dollar-denominated resale registration. Historically, ATW has drawn a new tranche roughly every two months.
Separately, shareholders approved on September 21 a $10 million below-market private placement — a PIPE, or private investment in public equity — allowing issuance of up to 10 million shares at as much as 15% below the Nasdaq minimum price. That alone equals roughly eight times the current float. Any issuance below existing conversion prices would also trigger a modified full ratchet — a clause that resets the conversion price on outstanding notes to 115% of the new, lower price — compounding the share creation.
The board also holds authority to execute a reverse split of up to 1-for-250 at any point through September 2027.
Dilution risk grade: 9 out of 10
The extreme rating reflects the combination of an active floating-rate convertible with a downward-resetting floor, a single lender converting into a micro-float, serial reverse splits that reset the cycle, and unused facility capacity exceeding ten times the market capitalization. Interest on the notes — 10% annually — is itself payable in shares issued at the discounted conversion price, adding incremental dilution with every accrual period.
The company's equity incentive plan reserves 50 million shares with a 5% annual evergreen provision, though only about 3,564 options and restricted stock units are currently outstanding — a rounding error next to the convertible pipeline.
The $15 million of undrawn facility capacity, at current conversion math, could translate into roughly 12.9 million additional shares — more than ten times the present outstanding count.