Expion360 Inc. Reports Material Agreements & Equity Sales

TL;DR

Expion360 filed an 8-K detailing new deals, stock sales, and exec changes.

AI Summary

Expion360 Inc. filed an 8-K on October 17, 2025, reporting on several key events that occurred on October 16, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, along with compensatory arrangements. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including potential new financing or partnerships and changes in leadership, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in directors/officers, which can sometimes indicate financial distress or strategic shifts that carry inherent risks.

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• October 16, 2025 (date) — Date of earliest event reported
• October 17, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share XPON The Nasdaq Capital M
• $1.65 — es "). The offering price per Share was $1.65 and the offering price per Pre-Funded W
• $1.6499 — price per Pre-Funded Warrant Share was $1.6499. The Purchase Agreement contains custo
• $1.1 million — received net proceeds of approximately $1.1 million from the Private Placement after deduct
• $330,000 — is entitled to an annual base salary of $330,000. Mr. Hammer is eligible for an annual c
• $3,000 — sement of office expenses not to exceed $3,000 per month. The Hammer Employment Agreem

Filing Documents

• xpon_8k.htm (8-K) — 55KB
• ex4_1.htm (EX-4.1) — 88KB
• ex10_1.htm (EX-10.1) — 189KB
• ex10_2.htm (EX-10.2) — 67KB
• ex10_3.htm (EX-10.3) — 55KB
• ex10_4.htm (EX-10.4) — 84KB
• 0001903596-25-000486.txt ( ) — 849KB
• xpon-20251016.xsd (EX-101.SCH) — 3KB
• xpon-20251016_lab.xml (EX-101.LAB) — 33KB
• xpon-20251016_pre.xml (EX-101.PRE) — 22KB
• xpon_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Execution of Securities Purchase Agreement and Pre-Funded Warrant On October 16, 2025, Expion360 Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with two institutional investors pursuant to which the Company agreed to sell in a private placement (the " Private Placement ") an aggregate of (i) 613,077 shares (the " Shares ") of common stock, par value $0.001 per share, of the Company (" Common Stock "); and (ii) a pre-funded warrant (the " Pre-Funded Warrant ") to purchase up to 144,498 shares of Common Stock (the " Pre-Funded Warrant Shares " and, collectively with the Shares and the Pre-Funded Warrant, the " Securities "). The offering price per Share was $1.65 and the offering price per Pre-Funded Warrant Share was $1.6499. The Purchase Agreement contains customary representations and warranties, covenants, indemnification rights, conditions to closing and termination provisions. The Private Placement closed on October 16, 2025. The Pre-Funded Warrant is exercisable immediately upon issuance for cash or on a cashless basis at the discretion of the holder. The exercise price of the Pre-Funded Warrant is $0.001 per Share. The number of Pre-Funded Warrant Shares that may be issuable is subject to adjustment for stock splits, recapitalizations, and reorganizations. The Pre-Funded Warrant does not have any voting rights, but does have the right to participate in any dividends or distributions made by the Company. The Company received net proceeds of approximately $1.1 million from the Private Placement after deducting estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the offering to pay certain severance obligations to former executive officers as discussed below, and for working capital and other general corporate purposes. The issuance of the Securities was made pursuant to the exemption from the registrat

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 relating to the Private Placement is incorporated by reference herein.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Brian Schaffner as Chief Executive Officer On October 16, 2025 (the " Resignation Date "), in connection with the closing of the Private Placement and pursuant to the Purchase Agreement, the board of directors of the Company (the " Board ") accepted a letter from Brian Schaffner, Chief Executive Officer and a member of the Board, in which he resigned from his position as Chief Executive Officer, effective immediately. Following the Resignation Date, Mr. Schaffner is expected to continue serving as a member of the Board, and will receive compensation consistent with the terms of the Company's standard non-employee director compensation policy following the termination of the consulting period. In addition, the Company anticipates that Mr. Schaffner will provide consulting services to the Company for the principal purpose of assisting in the orderly transition of his roles and responsibilities as Chief Executive Officer. Mr. Schaffner and the Company entered into a severance agreement, consulting agreement and general release (the " Schaffner Severance Agreement "), effective as of the Resignation Date, pursuant to which Mr. Schaffner (i) has agreed to provide consulting services following the Resignation Date through January 31, 2026, subject to extension upon mutual agreement of the Company and Mr. Schaffner, and (ii) is receiving a lump sum severance payment equal to 24 months of his base salary in effect on the Resignation Date, as well as a grant of 100,000 restricted stock units (" RSUs ") pursuant to the Company's 2021 Incentive Award Plan (the " 2021 Plan "), which were vested in full on the Resignation Date. The Schaffner Severance Agreement contains customary representations and warranties and covenants, as well as a general release in favor of the Company. Mr. Schaffner's resignat

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Pre-Funded Warrant. 10.1* Form of Securities Purchase Agreement. 10.2 Severance Agreement, Consulting Agreement and General Release, entered into as of October 16, 2025, by and between the Company and Brian Schaffner. 10.3 Severance Agreement and General Release, entered into as of October 16, 2025, by and between the Company and Paul Shoun. 10.4* Employment Agreement, entered into as of October 16, 2025, by and between the Company and Joseph Hammer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) __________ * Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the Commission upon its request.

SIGNATURES

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. EXPION360 INC. Date: October 17, 2025 By: /s/ Shawna Bowin Name: Shawna Bowin Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR