Expion360 Inc. Files Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>Expion360 Inc. has filed an amendment to its 2023 10-K to include missing Part III disclosures.</b>

AI Summary

Expion360 Inc. (XPON) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Expion360 Inc. filed an amendment (10-K/A) to its annual report on April 29, 2024. The amendment's sole purpose is to include Part III information (Items 10-14) and remove a previous incorporation by reference disclosure. The company's fiscal year ends on December 31st. Expion360 Inc. is incorporated in Nevada and its principal executive offices are located in Redmond, Oregon. The company's common stock trades on The Nasdaq Capital Market under the ticker symbol XPON.

Why It Matters

For investors and stakeholders tracking Expion360 Inc., this filing contains several important signals. This amendment ensures Expion360 Inc. is compliant with SEC filing requirements by providing all necessary information for the fiscal year 2023. The inclusion of Part III information is crucial for investors to have a complete understanding of the company's governance, executive compensation, and related party transactions.

Risk Assessment

Risk Level: low — Expion360 Inc. shows low risk based on this filing. The filing is an amendment to correct a previous filing, indicating a procedural step rather than new financial or operational information, thus posing low immediate risk.

Analyst Insight

Investors should review the newly added Part III information in the 10-K/A filing to gain a comprehensive understanding of Expion360 Inc.'s corporate governance and executive compensation.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 2024-04-29 — Filing Date (Date of filing for the amendment)
• 001-41347 — SEC File Number (Commission file number)

Key Players & Entities

• Expion360 Inc. (company) — Filer name
• XPON (company) — Trading Symbol
• The Nasdaq Capital Market (company) — Exchange
• Nevada (company) — State of Incorporation
• Redmond, OR (company) — Principal Executive Offices
• 2025 SW Deerhound Avenue (company) — Business Address

FAQ

Industry Context

Expion360 Inc. operates in the Miscellaneous Electrical Machinery, Equipment & Supplies sector. This filing is an amendment to a standard annual report.

Regulatory Implications

The filing is made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and specifically addresses Items 10 through 14 of Form 10-K.

What Investors Should Do

1. Review the newly added Part III disclosures in the 10-K/A filing.
2. Verify that all required information for the fiscal year 2023 is now present and accurate.
3. Monitor future filings for any updates or changes related to the disclosed Part III information.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 2023 fiscal year.
• 2024-04-29: Filing Date of Amendment — Date Expion360 Inc. filed Amendment No. 1 to its 10-K.

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original 10-K, specifically to add Part III information that was initially omitted.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share XPON The Nasdaq
• $500 million — responsible for providing in excess of $500 million in funding to biotechnology and high-te
• $13,520 — ssrs. Schaffner and Shoun each received $13,520 in cash and $13,520 in RSUs, which vest
• $1,500 — ference. (3) For 2022, includes: (i) $1,500 in consulting fees and $10,305 in home
• $10,305 — udes: (i) $1,500 in consulting fees and $10,305 in home office expenses for Mr. Schaffn
• $9,000 — office expenses for Mr. Schaffner, (ii) $9,000 in home office expenses and $12,000 in
• $12,000 — (ii) $9,000 in home office expenses and $12,000 in automobile expenses for Mr. Shoun, a
• $24,000 — ii) $12,000 in home office expenses and $24,000 in automobile expenses for Mr. Yozamp.
• $120,000 — egan receiving an annual base salary of $120,000 for his role as Chief Financial Officer
• $260,000 — he annual base salary for Mr. Shoun was $260,000, and the annual base salary for Mr. Yoz
• $330,000 — e annual base salary for Mr. Yozamp was $330,000. The annual base salaries of Messrs. Sc
• $270,400 — ffner, Shoun and Yozamp were changed to $270,400, $270,400 and $283,200 respectively, ef
• $283,200 — were changed to $270,400, $270,400 and $283,200 respectively, effective January 26, 202
• $3.36 — ur common stock at an exercise price of $3.36 per share, which vested and became exer

Filing Documents

• xpon_10ka.htm (10-K/A) — 270KB
• ex31_3.htm (EX-31.3) — 4KB
• ex31_4.htm (EX-31.4) — 4KB
• 0001903596-24-000260.txt (&nbsp;) — 519KB
• xpon-20231231.xsd (EX-101.SCH) — 3KB
• xpon-20231231_lab.xml (EX-101.LAB) — 35KB
• xpon-20231231_pre.xml (EX-101.PRE) — 23KB
• xpon_10ka_htm.xml (XML) — 7KB

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 6

Executive Compensation

Item 11. Executive Compensation 9

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 16

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 17 Part IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 19

Signatures

Signatures 20 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Amendment No. 1 includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All statements in this Amendment No. 1 other than statements of historical fact, are "forward-looking statements" for purposes of these provisions, including, without limitation, any projections regarding the markets where we operate, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding expected capital expenditures, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this Amendment No. 1 are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. In some cases, forward-looking statements can be identified by the use of terminology such as "may," "will," "expects," "plans," "should," "anticipates," "intends," "seeks," "believes," "estimates," "potential," "continue," or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. Actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Prospective investors are cautioned not to unduly rely on any such

forward-looking statements

forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those described in our Original Report, as well as the other reports we file with the SEC from time to time. 5 PART III

DIRECTORS,

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Our board of directors ("Board") consists of five directors, and each director's term expires at each annual meeting of stockholders. Our executive officers are appointed by the directors and the directors may, at any time, terminate the appointment or otherwise revoke, withdraw, alter, or vary all or any of the functions, duties, and powers of the officer. Below is a list of the names, ages, positions, and a brief account of business experience, of the individuals who serve as the executive officers and directors as of the date of this filing: Name Age Position Executive Officers Paul Shoun 53 Co-Founder, President, Chief Operating Officer, and Chairman of our Board Brian Schaffner 54 Chief Executive Officer and Director Greg Aydelott 51 Chief Financial Officer Non-Employee Directors Steven M. Shum (1)(2)(3) 53 Director George Lefevre (1)(2)(3) 56 Director Tien Q. Nguyen (1)(2)(3) 61 Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Executive Officers Paul Shoun – Co-Founder, President, Chief Operating Officer, and Chairman of our Board . Mr. Shoun is a Co-Founder of our Company and has served as Chairman of our Board since August 2023 and President and Chief Operating Officer since April 2021. He previously served as our Vice President of Operations beginning in March 2020. Before joining the Company, Mr. Shoun worked at Tensility International Corporation ("Tensility"), a custom cable assemblies company, where he served as a Business Development Manager, Project Manager and Manufacturing Manager from October 2014 to March 2020. Prior to joining Tensility, he spent over 17 years as the managing director of a corporate consulting firm. Mr. Shoun brings over 30 years of engineering and corporate management e

EXECUTIVE

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

Executive Compensation We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, as well as a "smaller reporting company" as defined by the SEC in Rule 12b-2 of the Exchange Act. As such, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and smaller reporting companies. This section discusses the material components of the executive compensation program for our executive officers who are named in the "Summary Compensation Table" below. In 2023, our "named executive officers" and their positions were: Brian Schaffner, who currently serves as our Chief Executive Officer, and who served as our Chief Financial Officer through January 25, 2023; Paul Shoun, who currently serves as our Co-Founder, President, Chief Operating Officer, and Chairman of our Board; and John Yozamp, our Co-Founder, who served as our Chief Business Development Officer through December 31, 2023 and as our Chief Executive Officer through January 25, 2023. Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and December 31, 2022: Name and Principal Position Year Salary ($) Bonus ($) (1) Option Awards ($) (2) All Other Compensation ($) (3) Total ($) Brian Schaffner (4) 2023 270,400 27,040 203,447 24,000 497,847 Chief Executive Officer; Former Chief Financial Officer 2022 102,741 — 401,004 11,805 515,550 Paul Shoun 2023 270,400 27,040 203,447 24,000 497,847 Co-Founder, Chairman, President and Chief Operating Officer 2022 260,000 — 534,672 21,000 815,672 John Yozamp 2023 283,200 — 286,860 36,000 606,060 Former Chief Business Development Officer; Former Chief Executive Officer 2022 330,000 — 376,845 36,000 742,845 (1) All of our named e