SC 13G/A: Expion360 Inc.

AI Summary

SC 13G/A filing by Expion360 Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• g084550_sc13ga.htm (SC 13G/A) — 66KB
• 0001753926-24-001890.txt ( ) — 67KB

If this statement is filed pursuant to

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: Not applicable.

Ownership

Item 4. Ownership. The information required by this Item 4 with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 555,770 shares of Common Stock outstanding as of August 9, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2024, filed by the Issuer with the SEC on August 14, 2024, and (ii) up to 100,000 shares of Common Stock that may be issued upon full exercise of a Common Stock purchase warrant held by 3i (the “Warrants”), which exercises are subject to a 9.99% beneficial ownership limitation provision. Such ownership percentages give effect to the Reverse Stock Split. 3i is the holder of Warrants to purchase up to 61,683 shares of Common Stock, after giving effect to the Reverse Stock Split and the 9.99% beneficial ownership limitation provision in such Warrants. Pursuant to such beneficial ownership limitation provision, 3i is prohibited from exercising the Warrants if, as a result of such exercise, the holder, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise. Consequently, 3i is the beneficial owner of 61,683 shares of Common Stock (the “ Shares ”). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, M

Ownership of Five Percent or Less of a

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More than Five Percent on

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Identification and Classification of the

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of Members

Item 8. Identification and Classification of Members of the Group. See Exhibit I filed with the Schedule 13G.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 30218B209 13G Page 7 of 9

Certification

Item 10. Certification. By signing below each of the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11. CUSIP No. 30218B209 13G Page 8 of 9 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 13, 2024 3i, LP By: 3i Management LLC, its General Partner By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager 3i Management LLC By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager /s/ Maier J. Tarlow Maier J. Tarlow CUSIP No. 30218B209 13G Page 9 of 9 Pages LIST OF EXHIBITS Exhibit No. Description 1 Joint Filing Agreement, dated February 5, 2024 (incorporated by reference to Exhibit I to the Schedule 13G filed by the Reporting Persons with the SEC on February 5, 2024).