Expion360 Sets Annual Meeting, Board Seeks Shareholder Approval

TL;DR

**XPON's proxy statement signals routine governance, but watch for the common stock increase – potential dilution ahead.**

AI Summary

Expion360 Inc. filed a DEF 14A proxy statement on June 17, 2025, outlining proposals for its Annual Meeting of Stockholders on July 31, 2025, at 9:00 a.m. Pacific Time in Redmond, Oregon. The primary proposals include the election of five directors to serve a one-year term expiring in 2026 and the ratification of M&K CPAS, PLLC as the independent registered public accounting firm for the year ending December 31, 2025. The Board of Directors unanimously recommends a 'FOR' vote for both the director nominees and the auditor ratification. The filing also indicates a proposal for the approval of an increase in shares of common stock, though specific details on the magnitude of this increase are not provided in the summary. The company's business address is 2025 SW Deerhound Avenue, Redmond, Oregon 97756, and its fiscal year ends on December 31.

Why It Matters

This DEF 14A filing is crucial for investors as it details the upcoming Annual Meeting where key governance decisions will be made, including the composition of the board of directors and the appointment of the independent auditor. The proposed increase in common stock shares, if approved, could impact shareholder dilution and the company's capital structure, directly affecting investor returns. For employees and customers, a stable board and sound financial oversight, as indicated by auditor ratification, signal corporate stability. In the competitive electrical machinery sector, these governance actions are vital for maintaining investor confidence and strategic direction.

Risk Assessment

Risk Level: medium — The risk level is medium because while the filing primarily covers routine governance matters like director elections and auditor ratification, the mention of a proposal to increase common stock shares introduces potential dilution risk for existing shareholders. Without specific details on the magnitude of this increase, the financial impact remains uncertain, warranting careful consideration by investors.

Analyst Insight

Investors should carefully review the full proxy statement, particularly details regarding the proposed increase in common stock shares, to understand potential dilution. Attend the Annual Meeting on July 31, 2025, or vote by proxy to ensure your voice is heard on these critical governance and capital structure decisions.

Key Numbers

• 5 — Number of directors to be elected (Serving a one-year term expiring in 2026)
• 2025 — Year of Annual Meeting (Scheduled for July 31, 2025)
• 9:00 a.m. Pacific Time — Time of Annual Meeting (On July 31, 2025)

Key Players & Entities

• Expion360 Inc. (company) — Registrant filing the DEF 14A
• M&K CPAS, PLLC (company) — Independent registered public accounting firm for 2025
• SEC (regulator) — Securities and Exchange Commission
• July 31, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders
• June 4, 2025 (date) — Record Date for the Annual Meeting
• Redmond, Oregon (location) — Location of Expion360 Inc.'s business address and Annual Meeting
• December 31, 2025 (date) — Year-end for which M&K CPAS, PLLC is appointed
• 2025 SW Deerhound Avenue (location) — Expion360 Inc.'s business address

FAQ

Industry Context

Expion360 Inc. operates within the Miscellaneous Electrical Machinery, Equipment & Supplies sector. This industry is characterized by innovation in electronic components and systems, often serving diverse end markets such as automotive, industrial, and consumer electronics. Companies in this space face competition from both established players and emerging technology firms, requiring continuous investment in research and development to maintain market share.

Regulatory Implications

As a publicly traded company, Expion360 Inc. is subject to SEC regulations, including the timely filing of proxy statements like this DEF 14A. Compliance with accounting standards and corporate governance rules is crucial. Any proposed increase in authorized shares also requires adherence to specific corporate law and SEC disclosure requirements.

What Investors Should Do

1. Review the full proxy statement to understand the details of the proposed increase in common stock shares before voting.
2. Vote 'FOR' the election of the five director nominees as recommended by the Board of Directors.
3. Vote 'FOR' the ratification of M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
4. Note the date and time of the Annual Meeting (July 31, 2025, 9:00 a.m. Pacific Time) and the location (Comfort Suites Redmond Airport) if planning to attend in person.

Key Dates

• 2025-07-31: 2025 Annual Meeting of Stockholders — This is the date for the company's annual meeting where key proposals, including director elections and auditor ratification, will be voted upon by shareholders.
• 2025-06-04: Record Date for 2025 Annual Meeting — Shareholders as of this date are eligible to vote at the upcoming Annual Meeting.
• 2025-06-17: Mailing Date for Proxy Materials — Indicates when shareholders are expected to receive the official proxy statement, providing them with information to make informed voting decisions.
• 2025-12-31: Fiscal Year End — This date marks the end of the company's financial reporting year, relevant for the independent auditor's engagement.
• 2026-07-31: Expiration of Director Terms — The elected directors will serve a one-year term expiring at the annual meeting in 2026, at which point new directors will be elected.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit shareholder votes for its annual meeting. (This is the document Expion360 Inc. is filing to provide shareholders with information about the upcoming meeting and proposals.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent examination of its financial statements. (Expion360 Inc. is seeking shareholder ratification for M&K CPAS, PLLC to serve in this role for the fiscal year ending December 31, 2025.)

Common Stock

A class of stock that represents ownership in a corporation and entitles the owner to voting rights and a share of profits. (The company is proposing an increase in its authorized shares of common stock, which will require shareholder approval.)

Board of Directors

A group of individuals elected by shareholders to oversee the management of a company. (The Board of Directors unanimously recommends voting 'FOR' the proposed director nominees and auditor ratification.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 Annual Meeting focuses on routine matters such as director elections and auditor ratification, along with a proposal to increase authorized shares. Specific comparative financial data or executive compensation details from a prior year's filing are not detailed within this summary, making a direct quantitative comparison difficult without access to previous filings.

From the Filing

0001140361-25-022824.txt : 20250617 0001140361-25-022824.hdr.sgml : 20250617 20250617160128 ACCESSION NUMBER: 0001140361-25-022824 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20250731 FILED AS OF DATE: 20250617 DATE AS OF CHANGE: 20250617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expion360 Inc. CENTRAL INDEX KEY: 0001894954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing EIN: 812701049 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41347 FILM NUMBER: 251053241 BUSINESS ADDRESS: STREET 1: 2025 SW DEERHOUND AVE CITY: REDMOND STATE: OR ZIP: 97756 BUSINESS PHONE: 541 -797-6714 MAIL ADDRESS: STREET 1: 2025 SW DEERHOUND AVE CITY: REDMOND STATE: OR ZIP: 97756 DEF 14A 1 edge20048901x1_def14a.htm DEF 14A TABLE OF CONTENTS 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 TABLE OF CONTENTS   Expion360 Inc. 2025 SW Deerhound Avenue Redmond, Oregon 97756 PROXY STATEMENT SUMMARY This summary contains highlights about the upcoming 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Expion360 Inc. (the “Company,” “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. 2025 Annual Meeting of Stockholders         Date and Time:     Thursday, July 31, 2025 at 9:00 a.m. Pacific Time         Location:     Comfort Suites Redmond Airport located at 2243 SW Yew Avenue, Redmond, Oregon 97756         Record Date:     June 4, 2025         Mailing Date:     We intend to mail the proxy materials to our stockholders on or about June 17, 2025         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 for a one-year term of office expiring at the annual meeting of stockholders to be held in 2026 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, 2025;     FOR               (3)     The approval of an increase of shares of our common stock, par value $