Expion360 Inc. Files S-1 with SEC

TL;DR

Expion360 Inc. just filed its S-1. Get ready for potential IPO news.

AI Summary

Expion360 Inc. filed an S-1 form on January 17, 2025, detailing its business operations and financial status. The company, incorporated in Nevada with its principal office in Redmond, Oregon, operates in the miscellaneous electrical machinery sector. Financial data for periods ending December 31, 2021, 2022, and 2023, as well as interim periods in 2023 and 2024, are included in the filing.

Why It Matters

This S-1 filing provides potential investors with crucial information about Expion360 Inc.'s financial health and business strategy, impacting investment decisions.

Risk Assessment

Risk Level: medium — As an S-1 filing, it indicates a company preparing for a public offering, which inherently carries market and execution risks.

Key Numbers

• 2021-12-31 — Fiscal Year End Data (Financial data reported for year-end 2021.)
• 2022-12-31 — Fiscal Year End Data (Financial data reported for year-end 2022.)
• 2023-12-31 — Fiscal Year End Data (Financial data reported for year-end 2023.)
• 2024-09-30 — Interim Period Data (Financial data reported for the interim period ending September 30, 2024.)

Key Players & Entities

• Expion360 Inc. (company) — Filer of the S-1 document
• 0001894954 (company) — Central Index Key for Expion360 Inc.
• 20250117 (date) — Filing date of the S-1
• NV (state) — State of incorporation for Expion360 Inc.
• OR (state) — State of business and mailing address for Expion360 Inc.
• 3690 (industry_code) — Standard Industrial Classification code for Expion360 Inc.

FAQ

Key Financial Figures

• $0.001 — ant Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Exp
• $1.66 — price of our Common Stock on Nasdaq was $1.66 per share. We are an "emerging growth c
• $1.8 — 31, 2024 in the range of approximately $1.8 to $2.0 million, up sequentially from $
• $2.0 m — 4 in the range of approximately $1.8 to $2.0 million, up sequentially from $1.4 millio
• $1.4 million — 8 to $2.0 million, up sequentially from $1.4 million in the three months ended December 31,
• $350,000 — ted to be in the range of approximately $350,000 to $450,000, compared to gross profit o
• $450,000 — the range of approximately $350,000 to $450,000, compared to gross profit of $205,000 i
• $205,000 — o $450,000, compared to gross profit of $205,000 in the prior year period. Preliminary
• $2.2 million — to $350,000, compared to a net loss of $2.2 million in the prior year period as we continue
• $1.3 — ted to be in the range of approximately $1.3 to $1.2 million. 1 Net loss from op
• $1.2 million — e in the range of approximately $1.3 to $1.2 million. 1 Net loss from operations reflect
• $5.8 million — ed December 31, 2024 less approximately $5.8 million in a change in fair value of the Series
• $5.0 million — s ended September 30, 2024, offset by a $5.0 million Reverse Stock Split Cash True-Up Paymen
• $887,000 — n a gain in net income of approximately $887,000. The information above is based on prel
• $5.0 million — e Series A Warrants, which is capped at $5.0 million in the aggregate under all Series A War

Filing Documents

• xpon_s1.htm (S-1) — 2393KB
• ex5_1.htm (EX-5.1) — 8KB
• ex23_1.htm (EX-23.1) — 2KB
• ex107.htm (EX-FILING FEES) — 32KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001903596-25-000042.txt ( ) — 8880KB
• xpon-20240930.xsd (EX-101.SCH) — 54KB
• xpon-20240930_cal.xml (EX-101.CAL) — 57KB
• xpon-20240930_def.xml (EX-101.DEF) — 184KB
• xpon-20240930_lab.xml (EX-101.LAB) — 383KB
• xpon-20240930_pre.xml (EX-101.PRE) — 304KB
• xpon_s1_htm.xml (XML) — 1637KB
• ex107_htm.xml (XML) — 7KB

DILUTION

DILUTION 29 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 48 MANAGEMENT 56 EXECUTIVE COMPENSATION 61 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 67 SELLING STOCKHOLDERS 68 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 69 DESCRIPTION OF CAPITAL STOCK 71 PLAN OF DISTRIBUTION 75 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 77 LEGAL MATTERS 80 EXPERTS 80 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 80 WHERE YOU CAN FIND MORE INFORMATION 80 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 81 i ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-1 (as amended from time to time, the "Registration Statement"), pursuant to which the selling stockholders may offer and sell the Common Warrant Shares in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices from time to time in one or more offerings as described in this prospectus. We will not receive any of the proceeds from such sales of our Common Stock by the selling stockholders. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Common Warrant Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Common Warrant Shares, including legal and accounting fees. See the section of this prospectus titled " Plan of Distribution ." We may also file a prospectus supplement or post-effective amendment to the Registration Statement of which this prospectus forms a part that may contain material information relating to this Offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospec

Forward-Looking Statements " in this prospectus

Forward-Looking Statements " in this prospectus. The sources of certain statistical data, estimates, and forecasts contained in this prospectus are provided below: The sources of certain statistical data, estimates, and forecasts contained in this prospectus are provided below: Allied Market Research, Recreational Vehicle Market by Type (Motorhomes and Towable RVs) and by Application (Personal and Commercial): Global Opportunity Analysis and Industry Forecast, 2021-2031 Market Data Forecast, Global Residential Solar Energy Storage Market Research Report – Segmented By Power Rating (3-6 kW and 6-10 kW), Connectivity (On-Grid and Off-Grid), Technology (Lead-Acid & Lithium-Ion), Ownership (Customer, Utility, & Third-Party), Operation (Standalone & Solar) and Region (North America, Europe, Asia Pacific, Latin America, and Middle East & Africa) - Industry Analysis (2024 to 2032) ReportLinker, The light electric vehicle market is projected to grow from USD 78.5 billion in 2022 to USD 122.7 billion by 2027, registering a CAGR of 9.4% Allied Market Research, Golf Cart Battery Market Size, Share, Competitive Landscape and Trend Analysis Report, by Type, by Voltage Rating, by Application : Global Opportunity Analysis and Industry Forecast, 2021-2031 iii PROSPECTUS SUMMARY This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our securities discussed under the section of this prospectus titled " Risk Factors. " Some of the statements contained in this prospectus, including statements under this section and " Risk Factors, " are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the c