Expion360 Inc. Files S-1/A Amendment

TL;DR

<b>Expion360 Inc. has filed an S-1/A amendment on February 7, 2024, to comply with regulations.</b>

AI Summary

Expion360 Inc. (XPON) filed a Amended IPO Registration (S-1/A) with the SEC on February 7, 2024. Filing is an amendment to an S-1 registration statement. Company incorporated in Nevada. Business address in Redmond, Oregon. Fiscal year ends December 31st. Filing date is February 7, 2024.

Why It Matters

For investors and stakeholders tracking Expion360 Inc., this filing contains several important signals. This filing indicates Expion360 Inc. is moving forward with its public offering process, requiring regulatory compliance. The S-1/A filing provides updated information for potential investors regarding the company's business, financials, and risks.

Risk Assessment

Risk Level: low — Expion360 Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, suggesting it's part of an ongoing process rather than a new, high-risk event.

Analyst Insight

Monitor future filings for updates on the IPO status and financial performance of Expion360 Inc.

Key Numbers

• 2024-02-07 — Filing Date (Date of the S-1/A filing)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 333-276663 — SEC File Number (SEC registration file number)
• 24604797 — Film Number (SEC film number)

Key Players & Entities

• Expion360 Inc. (company) — Filer name
• XPON (company) — Ticker symbol
• 2025 SW DEERHOUND AVE (address) — Business and mailing address
• REDMOND (location) — City for business and mailing address
• OR (location) — State for business and mailing address
• 97756 (postal_code) — ZIP code for business and mailing address
• 541 -797-6714 (phone_number) — Business phone number
• NV (location) — State of incorporation

FAQ

Industry Context

Expion360 Inc. operates in the Miscellaneous Electrical Machinery, Equipment & Supplies industry.

Regulatory Implications

The filing is an S-1/A, indicating compliance with SEC regulations for public offerings.

What Investors Should Do

1. Review the full S-1/A filing for detailed business and financial information.
2. Track future SEC filings from Expion360 Inc. for updates on their IPO status.
3. Analyze the company's risk factors and competitive landscape once disclosed.

Key Dates

• 2024-02-07: S-1/A Filing — Amendment filed to comply with regulations.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous filing, indicating updates and compliance adjustments.

Key Financial Figures

• $0.001 — he "Shares") of common stock, par value $0.001 per share ("Common Stock"), of Expion36
• $4.37 — price of our Common Stock on Nasdaq was $4.37 per share. We are an "emerging growth c
• $2,750,000 — ny in the aggregate principal amount of $2,750,000, with an 10.0% original issue discount
• $247,500 — ) per annum (the "3i Note"), (ii) up to $247,500 in newly issued shares of Common Stock
• $300,000 — Commitment Shares"), which is equal to $300,000 of shares of Common Stock calculated as
• $20.0 million — in our sole discretion, may sell up to $20.0 million in aggregate of newly issued common sto
• $1.235 billion — total annual gross revenue of at least $1.235 billion (as adjusted for inflation from time to
• $700.0 million — ck held by non-affiliates were at least $700.0 million as of the last business day of the seco
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri
• $250.0 million — o long as our public float is less than $250.0 million measured on the last business day of ou
• $100.0 million — ter, or our annual revenue is less than $100.0 million during the most recently completed fisc

Filing Documents

• xpon_s-1a.htm (S-1/A) — 2375KB
• ex_5-1.htm (EX-5.1) — 10KB
• ex_23-1.htm (EX-23.1) — 3KB
• ex_107.htm (EX-FILING FEES) — 18KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001903596-24-000059.txt (&nbsp;) — 9236KB
• xpon-20230930.xsd (EX-101.SCH) — 60KB
• xpon-20230930_cal.xml (EX-101.CAL) — 76KB
• xpon-20230930_def.xml (EX-101.DEF) — 166KB
• xpon-20230930_lab.xml (EX-101.LAB) — 382KB
• xpon-20230930_pre.xml (EX-101.PRE) — 364KB
• xpon_s-1a_htm.xml (XML) — 1655KB

RISK FACTORS

RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 29

USE OF PROCEEDS

USE OF PROCEEDS 31 DETERMINATION OF OFFERING PRICE 31 MARKET INFORMATION AND DIVIDEND POLICY 31

DILUTION

DILUTION 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34

BUSINESS

BUSINESS 50 MANAGEMENT 58

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 64 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 69 SELLING STOCKHOLDER 70

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 71

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 73 PLAN OF DISTRIBUTION 77 THE EQUITY LINE TRANSACTION 79 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 85 LEGAL MATTERS 87 EXPERTS 88 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 88 WHERE YOU CAN FIND MORE INFORMATION 88 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 89 i ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-1 (as amended from time to time, the "Registration Statement"), pursuant to which Tumim may offer and sell the Shares in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices from time to time in one or more offerings as described in this prospectus. We will not receive any of the proceeds from such sales of our Common Stock by Tumim. Tumim will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Shares, including legal and accounting fees. See the section of this prospectus titled " Plan of Distribution ." We may also file a prospectus supplement or post-effective amendment to the Registration Statement of which this prospectus forms a part that may contain material information relating to this Offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any Shares, you should carefull