3i, LP Discloses 9.9% Stake in Expion360 Inc.

TL;DR

**3i, LP just revealed a 9.9% stake in Expion360, signaling a big institutional bet.**

AI Summary

3i, LP, a Delaware-based investment firm, reported beneficial ownership of 487,383 shares of Expion360 Inc. common stock as of December 31, 2023. This represents 9.9% of Expion360's outstanding shares, making 3i, LP a significant shareholder. This matters to investors because a large institutional stake can signal confidence in the company's future, potentially influencing stock price and future strategic decisions.

Why It Matters

A substantial stake by an institutional investor like 3i, LP can be seen as a vote of confidence in Expion360 Inc., potentially attracting more investor interest and providing a degree of stability.

Risk Assessment

Risk Level: low — This filing indicates a significant institutional investment, which generally reduces perceived risk for a company.

Analyst Insight

A smart investor would research Expion360 Inc. further, considering this significant institutional investment as a potential positive signal, but also evaluating the company's fundamentals and market conditions.

Key Numbers

• 487,383 — Shares Beneficially Owned (Represents the total number of Expion360 Inc. shares owned by 3i, LP.)
• 9.9% — Percentage of Class (The percentage of Expion360 Inc.'s common stock beneficially owned by 3i, LP.)
• $0.001 — Par Value per Share (The nominal value of Expion360 Inc. common stock.)
• December 31, 2023 — Date of Event (The date as of which 3i, LP's beneficial ownership was determined for this filing.)

Key Players & Entities

• 3i, LP (company) — reporting person and beneficial owner
• Expion360 Inc. (company) — subject company (issuer)
• Maier Joshua Tarlow (person) — group member
• 3I Management, LLC (company) — group member

Forward-Looking Statements

• Expion360 Inc. may see increased investor confidence due to 3i, LP's significant stake. (Expion360 Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $2,750,000 — aggregate original principal amount of $2,750,000. The Note is convertible (in whole or i
• $6.1421 — y, divided by (y) a conversion price of $6.1421 per share. In addition, if an event of

Filing Documents

• g084005_sc13g.htm (SC 13G) — 70KB
• 0001753926-24-000219.txt ( ) — 72KB

If this statement is filed pursuant to

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

Ownership

Item 4. Ownership. Information required by this Item 4 with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference into this Item 4 for each such Reporting Person. The ownership percentages reported on the cover pages are based on 6,986,409 shares of Common Stock outstanding as of January 12, 2024, as reported in the Issuer’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 23, 2024. As of December 31, 2023, 3i held a senior unsecured convertible note (the “Note”) in the aggregate original principal amount of $2,750,000. The Note is convertible (in whole or in part), at the election of 3i, at any time prior to December 27, 2024 into the number of shares of Common Stock equal to (x) the sum of (i) the portion of the principal amount to be converted or redeemed, (ii) all accrued and unpaid interest with respect to such principal amount, and (iii) all accrued and unpaid late charges with respect to such principal and interest amounts, if any, divided by (y) a conversion price of $6.1421 per share. In addition, if an event of default has occurred under the Note, 3i may elect to convert all or a portion of the Note into shares of Common Stock at an “alternate conversion price” equal to 90% of the lowest daily volume-weighted average price (“VWAP”) of Common Stock during the ten trading days immediately preceding the date of conversion, subject to the terms and conditions set forth in the Note. The Note includes certain share issuance caps and beneficial ownership limitations specified therein (the “Blocker Provisions”). Pursuant to the Blocker Provisions, 3i is prohibited from converting the Note into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates and any persons acting as a group together with such holder or any of su

Ownership of Five Percent or Less of a

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following

Ownership of More than Five Percent on

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Identification and Classification of the

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of Members

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 30218B100 Schedule 13G Page 8 of 8

Certification

Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 3i, LP By: 3i Management, LLC Its: General Partner By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager 3i Management, LLC By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager /s/ Maier J. Tarlow Maier J. Tarlow Exhibit I JOINT FILING AGREEMENT February 5, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “ Act ”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above. 3i, LP By: 3i Management, LLC Its: General Partner By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager 3i Management, LLC By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager /s/ Maier J. Tarlow Maier J. Tarlow