Expion360 Inc. Reports Material Agreement Changes

TL;DR

Expion360 terminated a deal, entered a new one. Big changes happening.

AI Summary

Expion360 Inc. filed an 8-K on August 9, 2024, reporting on events that occurred on August 7, 2024. The filing indicates both the entry into and termination of a material definitive agreement, along with other events and financial statement disclosures.

Why It Matters

This filing signals significant shifts in Expion360's contractual relationships, which could impact its operations, partnerships, and financial outlook.

Risk Assessment

Risk Level: medium — The simultaneous entry and termination of material agreements suggest potential instability or significant strategic pivots for the company.

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• August 7, 2024 (date) — Date of earliest event reported
• August 9, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 2025 SW Deerhound Avenue Redmond, OR 97756 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share XPON The Nasdaq Capital M
• $0 — ice per Unit including one Share, minus $0.001, and the remaining exercise price o
• $0.24 — cisable at an initial exercise price of $0.24 per share of Common Stock. On the 11th
• $8.7 million — yable by the Company, are approximately $8.7 million. The Company intends to use the net pro
• $0.7 million — repay (i) an aggregate of approximately $0.7 million due to stockholders under certain unsec
• $2.7 million — note agreements and (ii) approximately $2.7 million due under the senior convertible note i
• $100,000 — s, including, but not limited to, up to $100,000 for reasonable legal fees and disbursem

Filing Documents

• xpon_8k.htm (8-K) — 51KB
• ex1_1.htm (EX-1.1) — 236KB
• ex4_1.htm (EX-4.1) — 100KB
• ex4_2.htm (EX-4.2) — 133KB
• ex4_3.htm (EX-4.3) — 121KB
• ex5_1.htm (EX-5.1) — 12KB
• ex99_1.htm (EX-99.1) — 12KB
• ex99_2.htm (EX-99.2) — 13KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001903596-24-000479.txt ( ) — 1022KB
• xpon-20240807.xsd (EX-101.SCH) — 3KB
• xpon-20240807_lab.xml (EX-101.LAB) — 33KB
• xpon-20240807_pre.xml (EX-101.PRE) — 22KB
• xpon_8k_htm.xml (XML) — 4KB

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. Payoff of Senior Convertible Note On August 8, 2024, the Company repaid the 3i Note, and the Company's obligations under the 3i Note were deemed fully satisfied and discharged. The information set forth above in Item 1.01 regarding the 3i Note is incorporated into this Item 1.02 by reference. Termination of Equity Line of Credit In connection with the Offering, the Company and Tumim Stone Capital, LLC mutually agreed to terminate that certain Common Stock Purchase Agreement, dated December 27, 2023, pursuant to Section 8.2 thereof, effective immediately upon the closing of the Offering.

01. Other Events

Item 8.01. Other Events. On August 7, 2024, the Company issued a press release announcing the pricing of the Offering. On August 8, 2024, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 1.1* Underwriting Agreement 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 5.1 Opinion of Stradling Yocca Carlson & Rauth LLP 23.1 Consent of Stradling Yocca Carlson & Rauth LLP (included in Exhibit 5.1) 99.1 Press Release dated August 7, 2024 99.2 Press Release dated August 8, 2024 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 or voting 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 SEC 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: August 9, 2024 By: /s/ Brian Schaffner Name: Brian Schaffner Title: Chief Executive Officer