XPON / Expion360 Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Expion360 Inc.

Mga Batayang Estadistika
CIK 1894954
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Expion360 Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 20, 2025 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 20, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 14, 2025 EX-10.1

EXPION360 INC.

Exhibit 10.1 EXPION360 INC. August 14, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Reprice Common Stock Purchase Warrants Dear Holder: Expion360 Inc. (the “Company”) is pleased to offer to you (the “Holder”) the opportunity, with respect to [●] of the Series A Warrants to Purchase Common Stock issued August 8, 2024 (“2024 Warrants”) and [●] of the PIPE Common Warrants to

August 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 14, 2025 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 14, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 13, 2025 EX-99.1

Expion360 Reports Second Quarter 2025 Financial and Operational Results Q2 2025 Sales Growth of 134% to $3.0 Million Fueled by Strong Demand for New Products and Technologies Records Two of the Most Successful Months of Sales in Company History in Q2

Exhibit 99.1 Expion360 Reports Second Quarter 2025 Financial and Operational Results Q2 2025 Sales Growth of 134% to $3.0 Million Fueled by Strong Demand for New Products and Technologies Records Two of the Most Successful Months of Sales in Company History in Q2 2025 Sixth Consecutive Quarter of Sales Growth REDMOND, OR – August 13, 2025 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Compan

August 13, 2025 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360

August 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 13, 2025 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 13, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 7, 2025 EX-10.7

STOCK OPTION AGREEMENT EXPION360 INC. 2021 INCENTIVE AWARD PLAN

Type of Option (ISO or NSO): Participant: Date: STOCK OPTION AGREEMENT EXPION360 INC.

August 7, 2025 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) Expion360 Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES Calculation of Filing Fee Tables Form S-8 (Form Type) Expion360 Inc.

August 7, 2025 S-8

As Filed With the Securities and Exchange Commission on August 7, 2025

(untitled) As Filed With the Securities and Exchange Commission on August 7, 2025 Registration No.

August 4, 2025 EX-99.1

Expion360 Announces Second Quarter 2025 Preliminary Financial and Operational Results Delivers 134% Revenue Growth Year-Over-Year Fueled by Strong Demand for New Products and Technologies Record $3.0 Million in Quarterly Sales; Sixth Consecutive Quar

Exhibit 99.1 Expion360 Announces Second Quarter 2025 Preliminary Financial and Operational Results Delivers 134% Revenue Growth Year-Over-Year Fueled by Strong Demand for New Products and Technologies Record $3.0 Million in Quarterly Sales; Sixth Consecutive Quarter of Revenue Growth REDMOND, OR – August 4, 2025 – Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in

August 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): Augsut 4, 2025 Expion360 Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): Augsut 4, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

August 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2025 Expion360 Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

July 8, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

June 17, 2025 DEFA14A

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

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 Stat

June 17, 2025 DEF 14A

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

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 R

May 29, 2025 8-K

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 Expion360 Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

May 15, 2025 EX-99.1

Expion360 Reports First Quarter 2025 Financial Results Q1 2025 Revenue Growth of 111% Driven by New Products and Technologies 5th Consecutive Quarter of Robust Revenue Growth Began Shipping e360 Home Energy Storage Solutions

Exhibit 99.1 Expion360 Reports First Quarter 2025 Financial Results Q1 2025 Revenue Growth of 111% Driven by New Products and Technologies 5th Consecutive Quarter of Robust Revenue Growth Began Shipping e360 Home Energy Storage Solutions REDMOND, OR – May 15, 2025 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage, today reported

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION36

May 15, 2025 EX-10.1

Employment Agreement, between Carson Heagen and Expion360 Inc., dated April 1, 2025

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) dated April 1, 2025 is by and between Expion360 Inc., a Nevada corporation (the “Company”) and Carson Heagen (“Executive”). RECITALS: WHEREAS, the Company desires to employ Executive as its Chief Operations Officer (COO); and WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms

May 15, 2025 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

April 30, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4

April 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2025 Expion360 Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

April 4, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 1, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

April 3, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Expion360 Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 p

April 3, 2025 S-8

As Filed With the Securities and Exchange Commission on April 2, 2025

As Filed With the Securities and Exchange Commission on April 2, 2025 Registration No.

April 3, 2025 EX-10.3

Form of Restricted Stock Unit Agreement

Exhibit 10.3 Participant: Date: RESTRICTED STOCK UNIT AGREEMENT EXPION360 INC. 2021 INCENTIVE AWARD PLAN You have been granted Restricted Stock Units (“RSUs”) by Expion360 Inc. (the “Company”) under the 2021 Incentive Award Plan (the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Restricted Stock Unit Award Grant Notice (the “Notice”) and this Restricted Stock Unit Agr

March 31, 2025 EX-19.1

Expion360 Inc. Insider Trading Policy

Exhibit 19.1 Insider Trading Policy 1. General Purpose Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company's securities. These transactions are commonly known as "insider trading". Insider t

March 31, 2025 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

March 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 31, 2025 Expion360 Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 31, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

March 31, 2025 EX-4.4

Description of Capital Stock

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK Expion360 Inc. (the "Company,” “Expion360,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock, par value $0.001 per share (the “Common Stock”). The following description of our capital stock is a summary of the rights of our capital stock and summarize

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41347 Expion360 Inc.

March 31, 2025 EX-99.1

Expion360 Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Sequential Revenue Growth of 43% Driven by New Products and Technologies, and 131% Year over Year New OEM and Distributor Relationships to Equip New Campers and RVs with Advance

Expion360 Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Sequential Revenue Growth of 43% Driven by New Products and Technologies, and 131% Year over Year New OEM and Distributor Relationships to Equip New Campers and RVs with Advanced Lithium-Ion Batteries Began Shipping e360 Home Energy Storage Solutions REDMOND, OR – March 31, 2024 - Expion360 Inc.

February 18, 2025 424B4

EXPION360 INC. Up to 1,048,386 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-284354 PROSPECTUS EXPION360 INC. Up to 1,048,386 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus (together with their respective permitted transferees or other successors-in-interest, the “selling stockholders”

February 14, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

February 7, 2025 CORRESP

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 February 7, 2025

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 February 7, 2025 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jenny O’Shanick and Evan Ewing Re: Expion360 Inc. Acceleration Request Registration Statement on Form S-1 File No. 333-284354 Requested Date: February 11, 2025 Requested Time: 5:00 P.M. E

February 6, 2025 CORRESP

February 6, 2025

February 6, 2025 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

January 17, 2025 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC.

January 17, 2025 S-1

Power of Attorney (reference is made to the signature page hereto)

As filed with the Securities and Exchange Commission on January 17, 2025 Registration No.

January 3, 2025 EX-99.1

Expion360 Inc. Announces $2.6 Million Registered Direct and Private Placements Priced at the Market Under Nasdaq Rules

Exhibit 99.1 Expion360 Inc. Announces $2.6 Million Registered Direct and Private Placements Priced at the Market Under Nasdaq Rules REDMOND, OR, JANUARY 2, 2025 (GLOBE NEWSWIRE) - Expion360 Inc. (Nasdaq: XPON) (the “Company”), a lithium-ion battery power storage solutions company, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale

January 3, 2025 EX-4.2

Form of Common Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 3, 2025 EX-1.1

Placement Agent Agreement, dated as of January 2, 2024, by and between Expion360 Inc. and Aegis Capital Corp.

Exhibit 1.1 January 2, 2025 PERSONAL AND CONFIDENTIAL Mr. Brian Schaffner, Chief Executive Officer Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 Re: XPON | Registered Direct and PIPE Offering | Placement Agent Agreement Dear Mr. Schaffner: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement ag

January 3, 2025 EX-10.2

Form of Registration Rights Agreement, dated as of January 2, 2024, by and among the Company and the purchasers on the signature pages thereto

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 2, 2025, between Expion360 Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreemen

January 3, 2025 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK EXPION360 INC. Warrant Shares: [●] Initial Exercise Date: January 2, 2025 Issuance Date: January 3, 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions her

January 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 2, 2025 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 2, 2025 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

January 3, 2025 EX-10.1

Form of Securities Purchase Agreement, dated as of January 2, 2024, by and among the Company and the purchasers on the signature pages thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2025, between Expion360 Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

January 3, 2025 424B5

EXPION360 INC. 474,193 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 574,193 Shares of Common Stock Up to 574,193 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-272956 PROSPECTUS SUPPLEMENT (To Prospectus dated July 10, 2023) EXPION360 INC. 474,193 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 574,193 Shares of Common Stock Up to 574,193 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants We are offering 474,193 shares of our common stock, par value $0.001 per share

January 3, 2025 EX-99.2

Expion360 Inc. Announces Closing of $2.6 Million Registered Direct Offering and Private Placement Priced at the Market Under Nasdaq Rules

Exhibit 99.2 Expion360 Inc. Announces Closing of $2.6 Million Registered Direct Offering and Private Placement Priced at the Market Under Nasdaq Rules REDMOND, OR, JANUARY 3, 2025 (GLOBE NEWSWIRE) - Expion360 Inc. (Nasdaq: XPON) (the “Company”), a lithium-ion battery power storage solutions company, today announced the closing of its previously announced registered direct offering and concurrent p

December 20, 2024 EX-99.1

Expion360 Announces Departure of Chief Financial Officer Chief Executive Officer Brian Schaffner Appointed Interim CFO, Principal Financial and Accounting Officer

Exhibit 99.1 Expion360 Announces Departure of Chief Financial Officer Chief Executive Officer Brian Schaffner Appointed Interim CFO, Principal Financial and Accounting Officer REDMOND, OR – December 20, 2024 – Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, announced today the resignation of Greg Aydelott, Chief Finan

December 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 16, 2024 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 16, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41347 EXP

November 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2024 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

November 14, 2024 EX-99.1

Expion360 Reports Third Quarter 2024 Financial Results Q3 Sequential Revenue Growth of 8.7% Driven by New Products and Technologies Seven New OEM and Distributor Relationships to Equip New Campers and RVs with Advanced Lithium-Ion Batteries Closed $1

Exhibit 99.1 Expion360 Reports Third Quarter 2024 Financial Results Q3 Sequential Revenue Growth of 8.7% Driven by New Products and Technologies Seven New OEM and Distributor Relationships to Equip New Campers and RVs with Advanced Lithium-Ion Batteries Closed $10 Million Underwritten Public Offering to Advance Commercialization of Home Energy Storage Solutions and Pursue Key Growth Initiatives RE

November 13, 2024 SC 13G/A

XPON / Expion360 Inc. / 3i, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30218B209 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

October 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 4, 2024 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 4, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

October 7, 2024 EX-3.1

Certificate of Amendment of Articles of Incorporation, effective as of October 8, 2024

Exhibit 3.1 Certificate of Amendment of the Articles of Incorporation

October 7, 2024 EX-99.1

Expion360 Announces 1-For-100 Reverse Stock Split

Exhibit 99.1 Expion360 Announces 1-For-100 Reverse Stock Split REDMOND, OR – October 7, 2024 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, today announced that its Board of Directors authorized the stockholders approved 1-for-100 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001

September 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 24, 2024 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 24, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incor

September 27, 2024 SC 13G/A

XPON / Expion360 Inc. / Otsuka Masaya - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Expion360 Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30218B100 (CUSIP Number) September 26,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

September 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 27, 2024 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 27, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incor

September 23, 2024 SC 13G

XPON / Expion360 Inc. / Otsuka Masaya Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Expion360 Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30218B100 (CUSIP Number) September 20,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

September 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 6, 2024 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 6, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

September 3, 2024 DEF 14A

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

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 State

August 27, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 21, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 27, 2024 EX-3.1

Amended and Restated Bylaws of the Company, dated August 21, 2024

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF EXPION360 INC. DATED AUGUST 21, 2024 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Expion360 Inc. (the "Corporation") shall be at 2025 SW Deerhound Ave., Redmond, OR 97756. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from tim

August 21, 2024 PRE 14A

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

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 State

August 16, 2024 EX-1

EXHIBIT 1

EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Expion360 Inc. SC 13G EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the n

August 16, 2024 SC 13G

XPON / Expion360 Inc. / Altium Capital Management LP - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 30218B100 (CUSIP Number) August 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

August 15, 2024 SC 13G

XPON / Expion360 Inc. / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30218B100 (CUSIP Number) August 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

August 15, 2024 SC 13G

XPON / Expion360 Inc. / S.H.N. Financial Investments Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 30218B100 (CUSIP Number) August 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule

August 14, 2024 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

August 14, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 14, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 14, 2024 EX-99.1

Expion360 Reports Second Quarter 2024 Financial Results Q2 Sequential Revenue Growth of 32% with New Products and Technologies Substantial Preorders of Next Generation Group 27 & GC2 Batteries and Modular Design Edge™ Battery New Retail E-Commerce Pa

Expion360 Reports Second Quarter 2024 Financial Results Q2 Sequential Revenue Growth of 32% with New Products and Technologies Substantial Preorders of Next Generation Group 27 & GC2 Batteries and Modular Design Edge™ Battery New Retail E-Commerce Partnership with Tractor Supply Company Closed $10 Million Underwritten Public Offering to Advance Commercialization of Home Energy Storage Solutions and Pursue Key Growth Initiatives REDMOND, OR - August 14, 2024 - Expion360 Inc.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41347 EXPION36

August 9, 2024 EX-4.2

Form of Series A Warrant

Exhibit 4.2 SERIES A WARRANT TO PURCHASE COMMON STOCK EXPION360 INC. Warrant Shares: [●] Issuance Date: August 8, 2024 THIS SERIES A WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial

August 9, 2024 EX-99.1

Expion360 Announces Pricing of $10 Million Underwritten Public Offering

Exhibit 99.1 Expion360 Announces Pricing of $10 Million Underwritten Public Offering REDMOND, OR. – August 7, 2024 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), a lithium-ion battery power storage solutions company, today announced the pricing of a firm commitment underwritten public offering (“Offering”) with gross proceeds to the Company expected to be approximately $10.0 milli

August 9, 2024 EX-1.1

Underwriting Agreement, dated August 7, 2024, between Expion360 Inc. and Aegis Capital Corp.

Exhibit 1.1 Underwriting Agreement August 7, 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Expion360 Inc., a Nevada corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 50,000,000 of the Company’s units (e

August 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2024 Expion360 Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

August 9, 2024 EX-99.2

Expion360 Announces Closing of $10 Million Underwritten Public Offering

Exhibit 99.2 Expion360 Announces Closing of $10 Million Underwritten Public Offering REDMOND, OR. – August 8, 2024 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), a lithium-ion battery power storage solutions company, today announced the closing of a firm commitment underwritten public offering (“Offering”) with gross proceeds to the Company expected to be approximately $10.0 milli

August 9, 2024 EX-4.3

Form of Series B Warrant

Exhibit 4.3 Expion360 Inc. Series B Warrant To Purchase Common Shares Warrant No.: [●] Number of Common Shares: The Maximum Eligibility Number Date of Issuance: August 8, 2024 (“Issuance Date”) Expion360 Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●], the registered holder her

August 9, 2024 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK EXPION360 INC. Warrant Shares: [●] Initial Exercise Date: August 8, 2024 Issue Date: August 8, 2024 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

August 8, 2024 424B4

EXPION360 INC. 50,000,000 Units Each Consisting of One Share of Common Stock or One Pre-Funded Warrant to Purchase One Share of Common Stock, Two Series A Warrants to Each Purchase One Share of Common Stock, and One Series B Warrant to Purchase Such

Filed Pursuant to Rule 424(b)(4) Registration No. 333-280996 Prospectus EXPION360 INC. 50,000,000 Units Each Consisting of One Share of Common Stock or One Pre-Funded Warrant to Purchase One Share of Common Stock, Two Series A Warrants to Each Purchase One Share of Common Stock, and One Series B Warrant to Purchase Such Number of Share of Common Stock as Determined in the Series B Warrant Up to 50

August 6, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

August 2, 2024 CORRESP

August 2, 2024

August 2, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Expion360 Inc. (CIK: 0001894954) Registration Statement No. 333-280996 on Form S-1, as amended (the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under th

August 2, 2024 S-1/A

As filed with the Securities and Exchange Commission on August 1, 2024

As filed with the Securities and Exchange Commission on August 1, 2024 Registration No.

August 2, 2024 CORRESP

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 August 2, 2024

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 August 2, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Expion360 Inc. Request for Acceleration of Effectiveness Registration Statement on Form S-1, as amended File No. 333-280996 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules an

July 25, 2024 EX-4.8

Form of Series B Warrant

Exhibit 4.8 Expion360 Inc. Series B Warrant To Purchase Common Shares Warrant No.: Number of Common Shares: The Maximum Eligibility Number Date of Issuance: [●] (“Issuance Date”) Expion360 Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its

July 25, 2024 EX-4.7

Form of Series A Warrant

Exhibit 4.7 SERIES A WARRANT TO PURCHASE COMMON STOCK EXPION360 INC. Warrant Shares: [●] Issuance Date: [●], 2024 THIS SERIES A WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exer

July 25, 2024 EX-4.6

Form of Pre-Funded Warrant

Exhibit 4.6 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK EXPION360 INC. Warrant Shares: [●] Initial Exercise Date: [●], 2024 Issue Date: [●], 2024 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

July 25, 2024 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Underwriting Agreement July [●], 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Expion360 Inc., a Nevada corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of [●] of the Company’s units (each, a

July 25, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) EXPION360, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee (2) Fees to Be Paid Equity

July 25, 2024 EX-10.16

Form of Lock-Up Agreement

Exhibit 10.16 Expion360 Inc. - Lock-Up Agreement July [●], 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned is an owner of shares of Common Stock (as defined below) and understands that Aegis Capital Corp. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Expion360 Inc.,

July 25, 2024 S-1

Power of Attorney (reference is made to the signature page hereto)

As filed with the Securities and Exchange Commission on July 24, 2024 Registration No.

May 28, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 23, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

May 14, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 14, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

May 14, 2024 EX-99.1

Expion360 Reports First Quarter 2024 Financial Results Positioned for Increased Market Share & Revenue Growth with New Products and Technologies Substantial Preorders of Next Generation Group 27 and GC2 Batteries that Now Include Proprietary Vertical

Exhibit 99.1 Expion360 Reports First Quarter 2024 Financial Results Positioned for Increased Market Share & Revenue Growth with New Products and Technologies Substantial Preorders of Next Generation Group 27 and GC2 Batteries that Now Include Proprietary Vertical Heat Conduction™ Internal Heating Technology 2024 Anticipated Milestones Include: New Strategic Partnerships, OEM Expansion and Disrupti

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION36

May 14, 2024 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

May 7, 2024 424B5

EXPION360 INC. 100,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-272956 PROSPECTUS SUPPLEMENT (To Prospectus dated July 10, 2023) EXPION360 INC. 100,000 Shares of Common Stock We are offering 100,000 shares of our common stock, par value $0.001 per share (“Common Stock”), pursuant to this prospectus supplement, the accompanying base prospectus and that certain Settlement and Mutual Release Agreement, dated M

May 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 Expion360 Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporatio

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4

April 1, 2024 S-8

As Filed With the Securities and Exchange Commission on April 1, 2024

As Filed With the Securities and Exchange Commission on April 1, 2024 Registration No.

April 1, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Expion360 Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 p

March 28, 2024 EX-99.1

Expion360 Reports Fourth Quarter and Full Year 2023 Financial Results Innovative New Products & Customization Form Factors with Leading RV OEMs Expected to Position Company for Increased Market Share & Revenue Growth in 2024 Fortified Balance Sheet E

Exhibit 99.1 Expion360 Reports Fourth Quarter and Full Year 2023 Financial Results Innovative New Products & Customization Form Factors with Leading RV OEMs Expected to Position Company for Increased Market Share & Revenue Growth in 2024 Fortified Balance Sheet Enables Company to Expand Revenue Profile with Newly Launched Home Energy Storage Systems (ESS) 2024 Anticipated Milestones Include: New S

March 28, 2024 EX-99.2

Presentation of Expion360 Inc.

Exhibit 99.2

March 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 28, 2024 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41347 Expion360 Inc.

March 28, 2024 EX-4.4

Description of Capital Stock

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK Expion360 Inc. (the "Company,” “Expion360,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock, par value $0.001 per share (the “Common Stock”). The following description of our capital stock is a summary of the rights of our capital stock and summarize

March 28, 2024 EX-10.3

Amendment to Expion360 Inc. 2021 Incentive Award Plan

Exhibit 10.3 AMENDMENT TO EXPION360 INC. 2021 INCENTIVE AWARD PLAN This Amendment (this “Plan Amendment”) to the Expion360 Inc. 2021 Incentive Award Plan (as may be amended from time to time, the “2021 Plan”) is made on August 23, 2023. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the 2021 Plan. WHEREAS, Section 11.4 of the 2021 Plan permits th

March 28, 2024 EX-97.1

Expion360 Inc. Executive Compensation Clawback Policy

Exhibit 97.1 EXPION360 INC. EXECUTIVE COMPENSATION CLAWBACK POLICY 1. Purpose. The purpose of this Policy is to set forth the circumstances under which Executive Officers of the Company will be required to repay or return certain Excess Awarded Compensation to members of the Company Group. The Board has adopted this Policy in accordance with the Clawback Rule and the Listing Rule and it is intende

March 28, 2024 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Annual Report on Form 10-K, Expion360 Inc. has no subsidiaries.

March 1, 2024 424B3

EXPION360 INC. Up to 1,781,978 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276663 PROSPECTUS EXPION360 INC. Up to 1,781,978 shares of Common Stock This prospectus relates to the resale, from time to time, of up to 1,781,978 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Expion360 Inc. (the “Company,” “Expion360,” “we,” “us,” or “our”) by Tumim Stone Capital, LLC (“Tumim”), or it

February 8, 2024 CORRESP

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 February 8, 2024

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 February 8, 2024 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Erin Purnell Re: Expion360 Inc. Acceleration Request Registration Statement on Form S-1 Filed January 23, 2024, as Amended January 31, 2024 and February 7, 202

February 8, 2024 SC 13G

XPON / Expion360 Inc. / Yozamp John Henry Passive Investment

SC 13G 1 xponsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30218B100 (CUSIP Number) January 16, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

February 8, 2024 CORRESP

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 February 8, 2024

Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 (541) 797-6714 February 8, 2024 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Erin Purnell Re: Expion360 Inc. Acceleration Request Registration Statement on Form S-1 Filed January 23, 2024, as Amended January 31, 2024 and February 7, 202

February 7, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Fee Proposed Calculation Amount Maximum Maximum or Carry Registered(1) Offering Aggregate Amount of Security Security Forward Price Per Offering Registration Type Class Title Rule Unit(2) Price(2) Fee Rate Fee

February 7, 2024 S-1/A

As filed with the Securities and Exchange Commission on February 7, 2024

As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 5, 2024 SC 13G

XPON / Expion360 Inc. / 3i, LP - SC 13G Passive Investment

SC 13G 1 g084005sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Expion360 Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30218B100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat

January 31, 2024 CORRESP

January 31, 2024

Ryan C. Wilkins 949 725 4115 [email protected] Stradling Yocca Carlson & Rauth LLP 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 949 725 4000 stradlinglaw.com January 31, 2024 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Erin Donahue Erin Purnell R

January 31, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 31, 2024

As filed with the Securities and Exchange Commission on January 31, 2024 Registration No.

January 31, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Fee Proposed Calculation Amount Maximum Maximum or Carry Registered(1) Offering Aggregate Amount of Security Security Forward Price Per Offering Registration Type Class Title Rule Unit(2) Price(2) Fee Rate Fee

January 23, 2024 S-1

As filed with the Securities and Exchange Commission on January 23, 2024

As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

January 23, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Fee Proposed Calculation Amount Maximum Maximum or Carry Registered(1) Offering Aggregate Amount of Security Security Forward Price Per Offering Registration Type Class Title Rule Unit(2) Price(2) Fee Rate Fee

December 29, 2023 424B5

EXPION360 INC. $2,750,000 Senior Convertible Note Due 2024 Shares of Common Stock Issuable Upon Conversion of the Senior Convertible Note Due 2024 Shares of Common Stock Issuable Upon Payment of Interest Under the Senior Convertible Note Due 2024 $30

Filed Pursuant to Rule 424(b)(5) Registration No. 333-272956 PROSPECTUS SUPPLEMENT (To Prospectus dated June 27, 2023) EXPION360 INC. $2,750,000 Senior Convertible Note Due 2024 Shares of Common Stock Issuable Upon Conversion of the Senior Convertible Note Due 2024 Shares of Common Stock Issuable Upon Payment of Interest Under the Senior Convertible Note Due 2024 $300,000 in Shares of Common Stock

December 29, 2023 EX-99.1

Expion360 Announces Leadership Transition with Planned Retirement of Co-Founder John Yozamp New Organizational Structure Builds on Co-Founder’s Success and Positions Company for Next Phase of Growth Cycle

Exhibit 99.1 Expion360 Announces Leadership Transition with Planned Retirement of Co-Founder John Yozamp New Organizational Structure Builds on Co-Founder’s Success and Positions Company for Next Phase of Growth Cycle REDMOND, OR. - December 28, 2023 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, today announced th

December 29, 2023 EX-99.1

Expion360 Announces Financing Commitments of up to $22.5 Million Financing Provides Additional Operating Liquidity and Financial Flexibility to Support IP & Product Development, and Newly Launched Home Energy Storage Solutions

Exhibit 99.1 Expion360 Announces Financing Commitments of up to $22.5 Million Financing Provides Additional Operating Liquidity and Financial Flexibility to Support IP & Product Development, and Newly Launched Home Energy Storage Solutions REDMOND, OR. - December 28, 2023 - Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutio

December 29, 2023 EX-10.2

Common Stock Purchase Agreement, dated December 27, 2023, between Expion360 Inc. and Tumim Stone Capital, LLC

Exhibit 10.2 COMMON STOCK PURCHASE AGREEMENT dated as of December 27, 2023 by and between EXPION360 Inc. and TUMIM STONE CAPITAL, LLC Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1 Purchase and Sale of Stock 1 Section 2.2 Closing Date; Settlement Dates 1 Section 2.3 Initial Public Announcement and Required Filings 2 Article III PURCHASE TERMS 2 Section 3.1 VWAP

December 29, 2023 EX-4.1

Form of Convertible Note

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEME

December 29, 2023 EX-10.1

Securities Purchase Agreement, dated December 27, 2023, between Expion360 Inc. and 3i, LP

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2023 (the “Subscription Date”), is by and among Expion360 Inc., a Nevada corporation with offices located at 2025 SW Deerhound Avenue, Redmond, Oregon 97756 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (

December 29, 2023 EX-10.3

Registration Rights Agreement, dated December 27, 2023, between Expion360 Inc. and Tumim Stone Capital, LLC

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2023, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Expion360 Inc., a Nevada corporation (the “Company” and together with the Investor, the “Parties” and each, a “Party”). Certain capitalized terms used herein are define

December 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2023 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

December 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2023 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 9, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360 INC.

November 9, 2023 EX-99.1

Expion360 Reports Third Quarter 2023 Results

Exhibit 99.1 Expion360 Reports Third Quarter 2023 Results REDMOND, OR. November 9, 2023, Expion360, Inc. (NASDAQ: XPON), an industry leader in lithium-ion battery power storage solutions, reported results for the three months ended September 30, 2023. All third quarter 2023 comparisons are to the same year-ago period unless otherwise noted. Q3 2023 Financial Highlights · Revenues totaled $1.9 mill

October 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 13, 2023 Expion360 Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 13, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

October 12, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 12, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

October 12, 2023 EX-99.1

Expion360 Introduces Pilot Program to Offer Transformative Solar and Energy Storage Solutions in Partnership with REPM Corp.

Exhibit 99.1 Expion360 Introduces Pilot Program to Offer Transformative Solar and Energy Storage Solutions in Partnership with REPM Corp. REDMOND, OR., October 12, 2023, Expion360, Inc. (Nasdaq: XPON), an industry leader in lithium-ion phosphate (LiFePO4) battery power storage solutions, has partnered with Renewable Energy Products Manufacturing Corp. (REPM), a pioneer in sustainable home and comm

September 6, 2023 DEF 14A

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

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 State

August 24, 2023 EX-99.1

Expion360 Appoints Tech Industry Veteran and Innovator, Tien Q. Nguyen, to Board of Directors

Exhibit 99.1 Expion360 Appoints Tech Industry Veteran and Innovator, Tien Q. Nguyen, to Board of Directors REDMOND, OR. August 24, 2023, Expion360, Inc. (NASDAQ: XPON), an industry leader in lithium-ion battery power storage solutions, has appointed tech industry veteran, innovator and business leader, Tien Q. Nguyen, to its board of directors. Nguyen brings to Expion360 more than 30 years of entr

August 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 23, 2023 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 23, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 16, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 15, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360 INC. (Exac

August 10, 2023 EX-99.1

Expion360 Reports Second Quarter 2023 Results

Exhibit 99.1 Expion360 Reports Second Quarter 2023 Results REDMOND, OR. August 10, 2023, Expion360, Inc. (NASDAQ: XPON), an industry leader in lithium-ion battery power storage solutions, reported results for the three months ended June 30, 2023. All comparisons are to the same year-ago period unless otherwise noted. Q2 2023 Financial Highlights · Revenues up 14% sequentially to $1.7 million in th

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 10, 2023 Expion360 Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 10, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

July 5, 2023 CORRESP

Expion360 Inc. 2025 SW Deerhound Avenue Redmond, OR 97756

Expion360 Inc. 2025 SW Deerhound Avenue Redmond, OR 97756 July 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: Expion360 Inc. Registration Statement on Form S-3 Filed June 27, 2023 File No. 333-272956 Dear Mr. Herbers: Reference is made to the Registration Statement on Form

June 27, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Expion360 Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

June 27, 2023 S-3

Power of Attorney (included on signature page of the Registration Statement)

As filed with the Securities and Exchange Commission on June 27, 2023 Registration No.

June 27, 2023 EX-4.4

Form of indenture and the related form of senior debt security.

Exhibit 4.4 EXPION360 INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.03 De

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 Expion360 Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

May 24, 2023 EX-99.1

Press Release dated May 24, 2023

Exhibit 99.1

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360 INC. (Exa

May 11, 2023 EX-99.1

Expion360 Reports Results for the First Quarter of 2023

Exhibit 99.1 Expion360 Reports Results for the First Quarter of 2023 REDMOND, OR. May 11, 2023, Expion360, Inc. (NASDAQ: XPON), an industry leader in lithium-ion battery power storage solutions, reported results for the three months ended March 31, 2023. All comparisons are to the same year-ago period unless otherwise noted. Financial Highlights · Revenue up 6% sequentially to $1.5 million in the

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 11, 2023 Expion360 Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 11, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati

April 27, 2023 424B3

PROSPECTUS Expion360 Inc. 546,976 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262285 PROSPECTUS Expion360 Inc. 546,976 Shares of Common Stock This prospectus relates to the offer for sale of up to an aggregate of 546,976 shares of common stock, par value $0.001 per share, of Expion360 Inc., a Nevada corporation, by the selling stockholders identified herein (referred to collectively herein as the “selling stockholders,”

April 21, 2023 POS AM

Power of Attorney (reference is made to the signature page hereto)

As filed with the Securities and Exchange Commission on April 21, 2023 Registration No.

March 30, 2023 424B3

EXPION360 INC. Prospectus Supplement No. 2 (to Prospectus dated March 31, 2022) 559,431 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration Number 333-262285 EXPION360 INC. Prospectus Supplement No. 2 (to Prospectus dated March 31, 2022) 559,431 Shares of Common Stock This Prospectus Supplement No. 2 supplements the prospectus dated March 31, 2022 (the “Prospectus”) of Expion360 Inc., a Nevada corporation (“we” or the “Company”), related to the offer for sale of up to an aggregate of 559,4

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 30, 2023 Expion360 Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 30, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpora

March 30, 2023 EX-10.15

Form of Warrant with an Exercise Price of $2.90

Exhibit 10.15 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-41347 Expion360 Inc. (Exact Na

March 30, 2023 EX-99.1

Expion360 Reports 2022 Revenue up 59% to Record $7.2 Million

Exhibit 99.1 Expion360 Reports 2022 Revenue up 59% to Record $7.2 Million REDMOND, OR. Mar. 30, 2023, Expion360, Inc. (NASDAQ: XPON), an industry leader in lithium-ion battery power storage solutions, reported results for the three- and 12-months ended December 31, 2022. All comparisons are to the same year-ago period unless otherwise noted. Financial Highlights · Revenue increased 8% in the fourt

March 30, 2023 EX-10.16

Form of Warrant with an Exercise Price of $3.32

Exhibit 10.16 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN

March 30, 2023 EX-4.4

Exhibit 4.4

Exhibit 4.4 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 Expion360 Inc. (the “Company,” “Expion360”, “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock, par value $0.001 per share (the “Common Stock”) The following description of our capital stock

March 1, 2023 424B3

EXPION360 INC. Prospectus Supplement No. 1 (to Prospectus dated March 31, 2022) 559,431 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration Number 333-262285 EXPION360 INC. Prospectus Supplement No. 1 (to Prospectus dated March 31, 2022) 559,431 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus dated March 31, 2022 (an assembled version of which is attached to this Prospectus Supplement No. 1, the “Prospectus”) of Expion360 Inc., a Nevada corporation (“we”

February 1, 2023 EX-10.3

Amended and Restated Employment Agreement, between Paul Shoun and Expion360 Inc., dated January 26, 2023

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated January 26, 2023 (the “Effective Date”) is by and between Expion360 Inc., a Nevada corporation (the “Company”) and Paul Shoun (“Executive”). RECITALS: WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated November 15, 2021, which set fort

February 1, 2023 EX-10.1

Amended and Restated Employment Agreement, between John Yozamp and Expion360 Inc., dated January 26, 2023

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated January 26, 2023 (the “Effective Date”) is by and between Expion360 Inc., a Nevada corporation (the “Company”) and John Yozamp (“Executive”). RECITALS: WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated November 15, 2021, which set for

February 1, 2023 EX-10.2

Amended and Restated Employment Agreement, between Brian Schaffner and Expion360 Inc., dated January 26, 2023

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated January 26, 2023 (the “Effective Date”) is by and between Expion360 Inc., a Nevada corporation (the “Company”) and Brian Schaffner (“Executive”). RECITALS: WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated February 21, 2022, which set

February 1, 2023 EX-10.4

Amended and Restated Employment Agreement, between Greg Aydelott and Expion360 Inc., dated January 26, 2023

Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated January 26, 2023 (the “Effective Date”) is by and between Expion360 Inc., a Nevada corporation (the “Company”) and Greg Aydelott (“Executive”). RECITALS: WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated May 10, 2022, which set forth

February 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 26, 2023 Expion360 Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 26, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

January 30, 2023 EX-99.1

Press Release dated January 30, 2023

Exhibit 99.1

January 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 30, 2023 Expion360 Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 30, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

January 11, 2023 EX-99.1

Press release, dated January 11, 2023.

Exhibit 99.1

January 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 11, 2023 Expion360 Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 11, 2023 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

December 28, 2022 EX-99.1

Letter to Shareholders of Expion360 Inc., dated December 28, 2022.

EX-99.1 2 sfsxpon8k122722ex991.htm Exhibit 99.1

December 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

December 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 22, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

December 22, 2022 EX-99.1

Expion360 Selected as Exclusive Supplier of Lithium-Ion Batteries for Major Brand Overland Trailer Available Through SUV Dealerships Nationwide

Exhibit 99.1 Expion360 Selected as Exclusive Supplier of Lithium-Ion Batteries for Major Brand Overland Trailer Available Through SUV Dealerships Nationwide REDMOND, OR / ACCESSWIRE / Dec. 22, 2022 / Expion360, Inc. (NASDAQ:XPON), an industry leader in lithium ion battery power storage solutions, has been selected as the exclusive supplier of high-energy lithium ion batteries for an overland trail

November 28, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 28, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

November 10, 2022 EX-99.1

Expion360 Reports Third Quarter 2022 Results

EX-99.1 2 sfsxpon8k110922ex991.htm Expion360 Reports Third Quarter 2022 Results REDMOND, OR / ACCESSWIRE / Nov. 10, 2022 / Expion360, Inc. (NASDAQ:XPON), an industry leader in lithium ion battery power storage solutions, reported results for the three and nine months ended September 30, 2022. All comparisons are to the same year-ago period unless otherwise noted. Financial Highlights · Revenue inc

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360 INC.

November 10, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 10, 2022 Expion360 Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 10, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 87-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorp

October 26, 2022 EX-4.4

Expion360 Inc. Employee Stock Purchase Plan

Exhibit 4.4 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists of two com

October 26, 2022 S-8

Power of Attorney (included on signature page of this Registration Statement).

S-8 1 sfss8xpon102422.htm As filed with the Securities and Exchange Commission on October 26, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXPION360 INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 81-2701049 (I.R.S. Emplo

October 26, 2022 EX-FILING FEES

CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.

October 26, 2022 EX-4.3

Expion360 Inc. Stock Incentive Plan

EX-4.3 2 sfss8xpon102422ex43.htm EXPION360 INC. Exhibit 4.3 EXPION360 INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan

August 11, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 001-41347 87-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41347 EXPION360 INC. (Exac

August 11, 2022 EX-99.1

Expion360 Reports Record Revenue for the Second Quarter of 2022

Exhibit 99.1 Expion360 Reports Record Revenue for the Second Quarter of 2022 REDMOND, OR / ACCESSWIRE / August 11, 2022 / Expion360, Inc. (NASDAQ:XPON), which is focused on the design, assembly, manufacturing and sales of lithium-ion phosphate batteries and supporting accessories for recreational vehicles and marine applications, reported results for the second quarter ended June 30, 2022. All com

June 9, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 31, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 333-262285 87-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

May 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 333-262285 87-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-262285 EXPION360 INC. (Ex

April 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 31, 2022 Expion360 Inc. (Exact name of registrant as specified in its charter) Nevada 333-262285 87-2701049 (State or other jurisdiction of (Commission (I.R.S. Employer incorpor

April 6, 2022 EX-4.1

Form of Warrant Agreement.

EX-4.1 3 sfsxpon8k040522ex41.htm FORM OF REPRESENTATIVE S WARRANT AGREEMENT Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,

April 6, 2022 EX-14.1

Expion360 Inc.’s Code of Business Conduct and Ethics.

Exhibit 14.1

April 6, 2022 EX-1.1

Underwriting Agreement dated March 31, 2022, between the Company and Alexander Capital, LP as Representative of the Underwriters

EX-1.1 2 sfsxpon8k040522ex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between EXPION360 INC. and ALEXANDER CAPITAL, LP as Representative of the Several Underwriters EXPION360 INC. UNDERWRITING AGREEMENT New York, New York March 31, 2022 Alexander Capital, LP 17 State Street, 5th Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 attached

April 6, 2022 EX-99.2

Expion360, Inc. Announces Closing of Initial Public Offering

EX-99.2 6 sfsxpon8k040522ex992.htm EXPION360, INC. ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING Exhibit 99.2 Expion360, Inc. Announces Closing of Initial Public Offering REDMOND, Ore., April 5, 2022 – Expion360, Inc. (NASDAQ: XPON), an industry leader for lithium batteries and accessories for recreational vehicles, outdoor, marine, residential, and industrial, today announced the closing of its in

April 6, 2022 EX-99.1

Expion360 Announces Pricing of Initial Public Offering

EX-99.1 5 sfsxpon8k040522ex991.htm EXPION360 ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING Exhibit 99.1 Expion360 Announces Pricing of Initial Public Offering Miami FL March 31, 2022 – Expion360 Inc. (“Expion360” NASDAQ Symbol “XPON” “the Company”), an industry expert in lithium battery products; specializing in recreational vehicles, overland and marine, today announced the pricing of its initial

April 4, 2022 424B4

2,145,000 Shares Common Stock Expion360 Inc.

Filed pursuant to Rule 424(b)(4) Registration Number 333-262285 2,145,000 Shares Common Stock Expion360 Inc.

March 31, 2022 EX-10.1

Form of common stock warrant issued to Selling Stockholders

EX-10.1 9 f2sexpion121721s1ex101.htm THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). SUCH SECURITIES MAY Exhibit 10.1 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEE

March 31, 2022 EX-3.1

Articles of Incorporation of the Company, effective as of November 4, 2021

EX-3.1 3 f2sexpion121721s1ex31.htm Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 890

March 31, 2022 EX-FILING FEES

Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2)(3) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registrati

March 31, 2022 EX-10.7

Form of Security Agreement issued to bridge loan investors

Exhibit 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of November 22, 2021 (this “Agreement”), is made by Expion360 Inc., a Nevada corporation (“Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender” and collectively the “Lenders”). RECITALS A. The Lenders and Grantor are parties to that certain Subscription Agreement dated November 22, 2021 (as ame

March 31, 2022 EX-3.2

Bylaws of the Company currently in effect

EX-3.2 4 f2sexpion121721s1ex32.htm BYLAWS Exhibit 3.2 BYLAWS OF EXPION360 INC. DATED OCTOBER 28, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Expion360 Inc. (the "Corporation") shall be at 2025 SW Deerhound Ave., Redmond, OR 97756. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may b

March 31, 2022 EX-4.5

Form of Senior Secured Note issued to bridge loan investors

Exhibit 4.5 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. SEN

March 31, 2022 EX-4.4

Form of Underwriters Warrant

Exhibit 4.4 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

March 31, 2022 EX-10.11

Executive Employment Agreement between Paul Shoun and Expion360 Inc. dated November 15, 2021

EX-10.11 18 f2sexpion121721s1ex1010.htm EMPLOYMENT AGREEMENT Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and Paul Shoun ("Executive"). WHEREAS, the Company employs Executive as its Chief Operating Officer; and WHEREAS, the Company and Executive desire to enter into this

March 31, 2022 EX-1.1

Form of Underwriting Agreement

EX-1.1 2 f2sexpion121721s1ex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between EXPION360 INC. and ALEXANDER CAPITAL, LP as Representative of the Several Underwriters EXPION360 INC. UNDERWRITING AGREEMENT New York, New York [•], 2022 Alexander Capital, LP 17 State Street, 5th Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 attached he

March 31, 2022 EX-10.5

Consent to be Named as a Director Nominee – George Lefevre

EX-10.5 13 f2sexpion121721s1ex105.htm CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 10.5 Consent to be Named as a Director Nominee In connection with the filing by Expion360 Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consen

March 31, 2022 EX-10.4

Consent to be Named as a Director Nominee – David Hendrickson

EX-10.4 12 f2sexpion121721s1ex104.htm CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 10.4 Consent to be Named as a Director Nominee In connection with the filing by Expion360 Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consen

March 31, 2022 EX-10.3

Expion360 Inc. 2021 Employee Stock Purchase Plan

EX-10.3 11 f2sexpion121721s1ex103.htm EXPION360 INC. Exhibit 10.3 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Comp

March 31, 2022 EX-10.11

Commercial Lease of premises at 1266 SW Lake Blvd., Redmond, OR

Exhibit 10.11 COMMERCIAL LEASE SUMMARY EFFECTIVE DATE: LANDLORD: January 1, 2022 CHARRON PROPERTIES INCORPORATED, A California Corporation TENANT: PREMISES: YOZAMP PRODUCTS COMPANY, LLC, an Oregon limited liability company, dba Expion 360 Corporation 1266 SW Lake Blvd, Redmond, Oregon, 97756 COMMENCEMENT DATE (Section 1.3): January 1, 2022 LEASE TERM (Section 1.1): 7 years INITIAL BASE RENT (Secti

March 31, 2022 EX-10.9

Executive Employment Agreement between John Yozamp and Expion360 Inc. dated November 15, 2021

EX-10.9 17 f2sexpion121721s1ex109.htm EMPLOYMENT AGREEMENT Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and John Yozamp ("Executive"). WHEREAS, the Company employs Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive desire to enter into this A

March 31, 2022 S-1/A

As submitted with the Securities and Exchange Commission on March 31, 2022

As submitted with the Securities and Exchange Commission on March 31, 2022 Registration Number 333-262285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2022 EX-10.8

Commercial Lease of premises at 2045 SW Deerhound Avenue Redmond, OR

Exhibit 10.8 COMMERCIAL LEASE SUMMARY EFFECTIVE DATE: January 31, 2020 LANDLORD: CHARRON METALS CORPORATION, a California corporation TENANT: YOZAMP PRODUCTS COMPANY, LLC. an Oregon limited liability company, dha Expion 360 Corporation PREMISES: 2045 SW Deerhound Avenue #101, Suite C Redmond, OR 97756 COMMENCEMENT DATE (Section 1.3): Date of Occupancy LEASE TERM (Section 1.1): 7 years INITIAL BASE

March 31, 2022 EX-10.2

Expion360 Inc. 2021 Incentive Award Plan

EX-10.2 10 f2sexpion121721s1ex102.htm EXPION360 INC. Exhibit 10.2 EXPION360 INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in th

March 31, 2022 8-A12B

SIGNATURE

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EXPION360 INC. (Exact Name of Company as Specified in its Charter) Nevada 81-2701049 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2025 SW Deerhound A

March 31, 2022 EX-10.6

Consent to be Named as a Director Nominee – Steven M Shum

EX-10.6 14 f2sexpion121721s1ex106.htm CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 10.6 Consent to be Named as a Director Nominee In connection with the filing by Expion360 Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consen

March 31, 2022 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Expion360 Inc. has no subsidiaries.

March 31, 2022 EX-4.1

Form of the Company’s common stock certificate

EX-4.1 5 f2sexpion121721s1ex41.htm Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT…………………….Custodian………………………. TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants w

March 29, 2022 EX-3.1

Articles of Incorporation of the Company, effective as of November 4, 2021

Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (70

March 29, 2022 CORRESP

Alexander Capital, LP 17 State Street, 5th Floor New York, NY 10004

Alexander Capital, LP 17 State Street, 5th Floor New York, NY 10004 March 29, 2022 VIA EDGAR U.

March 29, 2022 EX-10.2

Expion360 Inc 2022 Incentive Award Plan

Exhibit 10.2 EXPION360 INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases have the mean

March 29, 2022 EX-10.7

SECURITY AGREEMENT

EX-10.7 10 f2sexpion121721s1ex108.htm SECURITY AGREEMENT Exhibit 10.8 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of November 22, 2021 (this “Agreement”), is made by Expion360 Inc., a Nevada corporation (“Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender” and collectively the “Lenders”). RECITALS A. The Lenders and Grantor are parties to that certa

March 29, 2022 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Expion360 Inc. has no subsidiaries.

March 29, 2022 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between EXPION360 INC. and ALEXANDER CAPITAL, LP as Representative of the Several Underwriters EXPION360 INC. UNDERWRITING AGREEMENT New York, New York [•], 2022 Alexander Capital, LP 17 State Street, 5th Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Expion360 Inc.

March 29, 2022 EX-10.7

Form of Security Agreement issued to bridge loan investors

Exhibit 10.7 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists of two co

March 29, 2022 EX-FILING FEES

Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2)(3) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registrati

March 29, 2022 EX-10.1

Form of common stock warrant issued to Selling Stockholders

EX-10.1 6 f2sexpion121721s1ex101.htm THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). SUCH SECURITIES MAY Exhibit 10.1 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEE

March 29, 2022 EX-3.2

Bylaws of the Company currently in effect

EX-3.2 4 f2sexpion121721s1ex32.htm BYLAWS Exhibit 3.2 BYLAWS OF EXPION360 INC. DATED OCTOBER 28, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Expion360 Inc. (the "Corporation") shall be at 2025 SW Deerhound Ave., Redmond, OR 97756. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may b

March 29, 2022 S-1/A

As submitted with the Securities and Exchange Commission on March 29, 2022

As submitted with the Securities and Exchange Commission on March 29, 2022 Registration Number 333-262285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 29, 2022 EX-10.11

Executive Employment Agreement between John Yozamp and Expion360 Inc. dated November 15, 2021

Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and Paul Shoun ("Executive"). WHEREAS, the Company employs Executive as its Chief Operating Officer; and WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms of such employment. NOW,

March 29, 2022 EX-10.10

EMPLOYMENT AGREEMENT

Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and John Yozamp ("Executive"). WHEREAS, the Company employs Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms of such employment. NOW,

March 29, 2022 EX-10.3

Expion360 Inc 2021 Employee Stock Purchase Plan

EX-10.3 8 f2sexpion121721s1ex103.htm EXPION360 INC. Exhibit 10.3 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Compa

March 23, 2022 EX-3.1

Articles of Incorporation of the Company, effective as of November 4, 2021

EX-3.1 2 f2sexpion121721s1ex31.htm Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 890

March 23, 2022 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Expion360 Inc. has no subsidiaries.

March 23, 2022 FWP

Copyright © Expion360 2022 Issuer Free Writing Prospectus Registration No. 333 - 262285 March 2022

Copyright ? Expion360 2022 Issuer Free Writing Prospectus Registration No. 333 - 262285 March 2022 | Disclaimer The Company makes no representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctnes s of this presentation. The accompanying information, documents and material presented or distributed during this presentation (the ?Presentation?) have been prep

March 23, 2022 EX-10.10

EMPLOYMENT AGREEMENT

Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and John Yozamp ("Executive"). WHEREAS, the Company employs Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms of such employment. NOW,

March 23, 2022 EX-10.11

Executive Employment Agreement between John Yozamp and Expion360 Inc. dated November 15, 2021

EX-10.11 10 f2sexpion121721s1ex1010.htm EMPLOYMENT AGREEMENT Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated November 15, 2021 is by and between Expion360 Inc., a Nevada corporation (the "Company") and Paul Shoun ("Executive"). WHEREAS, the Company employs Executive as its Chief Operating Officer; and WHEREAS, the Company and Executive desire to enter into this

March 23, 2022 S-1/A

As submitted with the Securities and Exchange Commission on March 22, 2022

As submitted with the Securities and Exchange Commission on March 22, 2022 Registration Number 333-262285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 23, 2022 EX-10.7

Form of Security Agreement issued to bridge loan investors

EX-10.7 7 f2sexpion121721s1ex107.htm EXPION360 INC. Exhibit 10.7 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Compa

March 23, 2022 EX-FILING FEES

Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EXPION360 INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2)(3) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registrati

March 23, 2022 EX-10.3

Expion360 Inc 2021 Employee Stock Purchase Plan

EX-10.3 6 f2sexpion121721s1ex103.htm EXPION360 INC. Exhibit 10.3 EXPION360 INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Compa

March 23, 2022 EX-10.7

SECURITY AGREEMENT

EX-10.7 8 f2sexpion121721s1ex108.htm SECURITY AGREEMENT Exhibit 10.8 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of November 22, 2021 (this “Agreement”), is made by Expion360 Inc., a Nevada corporation (“Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender” and collectively the “Lenders”). RECITALS A. The Lenders and Grantor are parties to that certai

March 23, 2022 EX-3.2

Bylaws of the Company currently in effect

Exhibit 3.2 BYLAWS OF EXPION360 INC. DATED OCTOBER 28, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Expion360 Inc. (the "Corporation") shall be at 2025 SW Deerhound Ave., Redmond, OR 97756. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolut

March 23, 2022 EX-10.2

Expion360 Inc 2022 Incentive Award Plan

EX-10.2 5 f2sexpion121721s1ex102.htm EXPION360 INC. Exhibit 10.2 EXPION360 INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the

March 23, 2022 EX-10.1

Form of common stock warrant issued to Selling Stockholders

EX-10.1 4 f2sexpion121721s1ex101.htm THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). SUCH SECURITIES MAY Exhibit 10.1 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEE

March 22, 2022 CORRESP

March 22, 2022

CORRESP 1 filename1.htm March 22, 2022 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.C. 20549 Re: Expion360 Inc. Draft Registration Statement on Form S-1 Filed December 17, 2020 File No. 0001894954 Ladies and Gentlemen: Thank you for your comments dated March 21, 2022 to our registration statement on Form S-1, which was originally submitte

March 9, 2022 EX-10.1

Form of common stock warrant issued to Selling Stockholders

Exhibit 10.1 THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN E

March 9, 2022 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Expion360 Inc. has no subsidiaries.

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