SC 13G: Expion360 Inc.

AI Summary

SC 13G filing by Expion360 Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 3021

Filing Documents

• xpon-sc13g_080824.htm (SC 13G) — 85KB
• ex-1.htm (EX-1) — 8KB
• 0001999371-24-010291.txt ( ) — 95KB

(a)

Item 1(a). Name of Issuer: Expion360 Inc. (the "Issuer")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: 2025 SW Deerhound Ave. Redmond, OR 97756

(a)

Item 2(a). Name of Person Filing: This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the "Fund"), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

(b)

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the reporting persons is 152 West 57th Street, FL 20, New York, NY 10019

(c)

Item 2(c). Citizenship: See Item 4 on the cover page(s) hereto.

(d)

Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 ("Common Stock")

(e)

Item 2(e). CUSIP Number: 30218B100 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: (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). Page 6 of 8 CUSIP No. 30218B100 (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 55,576,947 shares of Common Stock outstanding as of August 9, 2024, as set forth in the Issuer's Form 10-Q, filed with the SEC on August 14, 2024. Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock, Pre-Funded Warrants, Ser