Expion360 Inc. 2024 Annual Meeting: Director Elections & Stock Plan

TL;DR

Expion360's annual meeting is Sep 30. Vote on directors, auditors, and stock plan changes.

AI Summary

Expion360 Inc. is holding its 2024 Annual Meeting of Stockholders on September 30, 2024. Key proposals include the election of three Class II directors, ratification of the appointment of Sadler, Gibb & Associates, LLC as its independent registered public accounting firm for the fiscal year ending December 31, 2024, and approval of an amendment to the company's 2023 Equity Incentive Plan to increase the number of shares authorized for issuance. The meeting will be held virtually.

Why It Matters

This filing outlines critical decisions for Expion360 Inc. stockholders, including board composition and equity incentive plans, which can impact future company performance and shareholder value.

Risk Assessment

Risk Level: medium — Proxy statements often involve decisions about corporate governance and financial matters that can significantly influence a company's stock price and future prospects.

Key Numbers

• 3 — Class II Directors (Number of directors to be elected at the annual meeting.)

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• Sadler, Gibb & Associates, LLC (company) — Independent registered public accounting firm
• September 30, 2024 (date) — 2024 Annual Meeting date
• December 31, 2024 (date) — Fiscal year end for accounting firm appointment
• 2023 Equity Incentive Plan (plan) — Stock plan to be amended

FAQ

Key Financial Figures

• $0.001 — nding shares of common stock, par value $0.001 per share (our “Common Stock&rdqu

Filing Documents

• xpon_def14a.htm (DEF 14A) — 487KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 1KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 3KB
• proxy_001.jpg (GRAPHIC) — 240KB
• proxy_002.jpg (GRAPHIC) — 150KB
• 0001903596-24-000568.txt ( ) — 1046KB

From the Filing

DEF 14A 1 xpon_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule § 240.14a-12 EXPION360 INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 PROXY STATEMENT SUMMARY This summary contains highlights about the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Expion360 Inc. (the “Company,” “Expion360,” “we,” “us” or “our”). This summary does not contain all of the information that you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. 2024 Annual Meeting Date and Time: Friday, September 27, 2024 at 9:00 a.m., Pacific Time Location: Comfort Suites Redmond Airport located at 2243 SW Yew Ave, Redmond, Oregon 97756 Record Date: August 5, 2024 Mail Date: We intend to mail the proxy materials to our stockholders on or about August 30, 2024 Voting Matters and Board Recommendations Proposal No. Proposals Recommendation of our Board (1) The election of five directors to serve on our board of directors (our “Board”) for a one-year term of office expiring at the annual meeting of stockholders to be held in 2025 and until their successors have been elected and qualified, or until their earlier death, resignation, or removal; FOR each Director Nominee (2) The ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the year ending December 31, 2024; FOR (3) The approval and adoption an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding shares of common stock, par value $0.001 per share (our “Common Stock”) by one of several ratios between 1-for-50 and 1-for-100 at any time within one year after stockholder approval is obtained, with the timing of the amendment and the exact reverse stock split ratio to be determined in the sole discretion of our Board (the “Reverse Stock Split Proposal”); FOR (4) The approval and adoption of an amendment to our Articles of Incorporation to reduce the number of authorized shares of our capital stock, Common Stock and Preferred Stock, in each case, by one of several percentages between 20% and 80% at any time within one year after stockholder approval is obtained, with the timing of the amendment and the exact percentage to be determined in the sole discretion of our Board, if, and only if, the Reverse Stock Split Proposal is approved and implemented (the “Authorized Share Reduction Proposal”); FOR (5) The approval, in accordance with Nasdaq listing rule 5635(d), of the issuance of the Series A warrants to purchase Common Stock in connection with an offering and sale of securities of the Company that was consummated on August 8, 2024, if, and only if, the Reverse Stock Split Proposal is approved and implemented (the “Series A Warrant Proposal”); FOR (6) The approval, in accordance with Nasdaq listing rule 5635(d), of the issuance of the Series B Warrants to purchase Common Stock in connection with an offering and sale of securities of the Company that was consummated on August 8, 2024, if, and only if, the Reverse Stock Split Proposal is approved and implemented (the “Series B Warrant Proposal”); and FOR (7) The approval of one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Authorized Share Reduction Proposal, the Series A Warrant Proposal or the Series B Warrant Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt the Reverse Stock Split Proposal, the Authorized Share Reduction Proposal, the Series A Warrant Proposal or the Series B Warrant Proposal. FOR Only holders of record of our Common Stock at the close of business on August 5, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were issued and outstanding approximately 7,576,947 shares of our Common Stock. Each share of Common Stock entitles the holder thereof to one vote. 1 NOTICE OF ANNUAL ME