Expion360 (XPON) files for share and warrant offering

Expion360 (NASDAQ: XPON) has filed the following:

We are offering, on a firm commitment, underwritten basis, units (the “Units”), each Unit consisting of one share of common stock, par value $0.001 per share (our “Common Stock”), two Series A warrants to each purchase one share of Common Stock (each, a “Series A Warrant”), and one Series B warrant to purchase such number of shares of Common Stock as determined in the Series B warrant (each, a “Series B Warrant” and together with the Series A Warrants, the “Common Warrants”). The assumed public offering price for each Unit is $ , which was the last reported sale price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on July , 2024.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities.

Each Series A Warrant offered hereby is exercisable at any time or times beginning on the first trading day following our notice to the Series A Warrant holders of Stockholder Approval (defined below), and will expire five years from such date. Each Series A Warrant is exercisable at an exercise price of $ (assuming an offering price of $ per Unit) per share of Common Stock. On the 11th trading day after Stockholder Approval, the Series A Warrants’ exercise price will be reset to a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) the lowest daily weighted average price during the period commencing on the first trading day after the date of Stockholder Approval and ending following the close of trading on the tenth trading day thereafter and (b) a floor price determined in accordance with the terms of the Series A Warrants, and the number of shares issuable upon exercise will be adjusted to the number of shares determined by multiplying the exercise price then in effect at issuance by the number of shares acquirable upon exercise immediately prior to such reset and dividing the product thereof by the exercise price resulting from such reset. Also after Stockholder Approval, the exercise price of the Series A Warrants will be reduced (such reduced price, the “Adjusted Exercise Price”) to a price equal to the lesser of (i) the exercise price then in effect and (ii) the lowest daily volume weighted average price (“VWAP”) during the period commencing five consecutive trading days immediately preceding through the five consecutive trading days commencing on the date we effect any share split, share dividend, share combination recapitalization or other similar transaction (which would include reverse stock splits) in the future (subject to a floor price determined in accordance with the terms of the Series A Warrants and the Nasdaq Listing Rules (the “Floor Price”)), with a proportionate adjustment to the number of shares underlying the Series A Warrants. Furthermore, if the Adjusted Exercise Price would have been below the Floor Price but for the Floor Price limitation, then we will make a payment to the Series A Warrant holder for the economic difference between the Adjusted Exercise Price and the Floor Price, subject to the exceptions and conditions set forth in the Series A Warrants. Finally, beginning on the date of Stockholder Approval, with certain exceptions, the Series A Warrants will provide for an adjustment to the exercise price and number of shares underlying the Series A Warrants upon our issuance of Common Stock or Common Stock equivalents at a price per share that is less than the exercise price of the Series A Warrants. See “Securities we are Offering – Series A Warrants” in this prospectus for more information on the Series A Warrants’ exercise price adjustments.

Each Series B Warrant offered hereby will be exercisable immediately and exercisable at an exercise price per share of $0.001 per share. The exercise price and number of shares of Common Stock issuable under the Series B Warrants are subject to adjustment based on the weighted average price of Common Stock over a rolling five-trading-day period, subject to certain floor prices in accordance with the terms of the Series B Warrants.

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