Expion Announces $9.0 Million Initial Closing of Private Placement

Rhea-AI Summary

Expion Energy (Nasdaq: XPON) announced an initial closing of a private placement with certain accredited investors, issuing $9.0 million in aggregate principal amount of 8% Convertible Debentures and Warrants to purchase up to 2,117,219 common shares at an initial exercise price of $4.25 per share. The transaction, which closed on August 21, 2026, generated approximately $8.2 million in net proceeds, excluding any warrant exercises.

Subject to shareholder approval and filing a Certificate of Designation, the Debentures will convert into 9,000 shares of Series A-1 8% Convertible Preferred Stock, which will be convertible into common stock at $4.25, accrue 8% cumulative dividends from the first anniversary, and carry a liquidation preference equal to stated value plus dividends. Investors will have the right, but not the obligation, to purchase up to an additional $91.0 million of similar convertible preferred stock in future closings. According to Expion Energy, net proceeds will fund the acquisition of certain oil and gas assets in Eastern Louisiana and general corporate purposes, including working capital.

Positive

• $9.0 million 8% Convertible Debentures issued, yielding about $8.2 million net proceeds
• Investors granted optional right to invest up to an additional $91.0 million in convertible preferred stock
• Warrants for up to 2,117,219 common shares at $4.25 provide potential future capital if exercised
• Net proceeds allocated to acquire oil and gas assets in Eastern Louisiana and for working capital

Negative

• 8% Convertible Debentures and Series A-1 preferred carry a cumulative 8% annual dividend obligation after year one
• Conversion features and 2,117,219 warrants at $4.25 per share may lead to significant shareholder dilution
• Lead investor is affiliated with the interim Chairman and former CEO, highlighting related-party participation in the financing

News Explained

The initial financing is closed, but the possible $91.0 million expansion is optional; conversion and warrants can increase common shares.

The initial closing completed on August 21, 2026; if the convertible securities are converted or the warrants are exercised, the resulting common shares would increase the share count and reduce existing holders’ percentage ownership.

The agreement permits investors to purchase up to $91.0 million more, but that amount is optional for investors and therefore is not committed capital.

The additional investment right does not include warrants; the warrants issued at the initial closing have a five-year term and may use cashless exercise if their resale shares lack an effective registration statement.

On the supplied second-quarter cash-use basis, the initial $9.0 million gross financing equals 547.5 days of operating cash use, versus 93.7 days represented by cash and equivalents at June 30, 2026.

The company has agreed, subject to stated conditions, to file a resale registration statement for common shares issuable on conversion of the initial preferred stock and exercise of the warrants.

Sources and calculations

• Expion Announces $9.0 Million Initial Closing of Private Placement (2026-08-24)
• Dilution (2026-07-17)
• Expion360 second-quarter 2026 fundamentals (2026Q2)

• Offering gross vs quarterly operating cash outflow, in days of cash use $9,000,000 / ($1,479,345 / 90) = [object Object]
• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,540,348 / ($1,479,345 / 90) = [object Object]

Market reaction after initial private placement: XPON +143.96%

+143.96% $8.38 18295.5x vol

15m delay

+143.96% Vs previous close

+107.9% Peak in 39 min

$8.38 Last Price

$3.40 $9.03 Day Range

$7.99M Market Cap

18295.5x Rel. Volume

Following this news, XPON has gained 143.96%, reflecting a significant positive market reaction. Argus tracked a peak move of +107.9% during the session. Our momentum scanner has triggered 93 alerts so far, indicating high trading interest and price volatility. The stock is currently trading at $8.38. Trading volume is exceptionally heavy at 18295.5x the average, suggesting very strong buying interest.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

Historical event 1059662 recorded a -5.9% 24-hour reaction despite a positive relationship announcem...

Analysis

Historical event 1059662 recorded a -5.9% 24-hour reaction despite a positive relationship announcement. That precedent adds sensitivity to how financing terms are assessed, while current low short positioning remained a separately sourced risk context.

Key Figures

Initial principal amount: $9.0 million Debenture interest rate: 8% Warrant shares: 2,117,219 shares +5 more

8 metrics

Initial principal amount $9.0 million Initial private placement closing

Debenture interest rate 8% Convertible Debentures

Warrant shares 2,117,219 shares Initial closing warrants

Initial exercise price $4.25 per share Warrants and preferred-stock conversion, subject to adjustment

Net proceeds Approximately $8.2 million After placement agent fees and estimated offering expenses

Additional investment right $91.0 million Potential additional convertible preferred-stock purchases

Additional preferred shares 91,000 shares Representing the additional investment right

Warrant term Five years Warrants issued at the initial closing

Historical Context

5 past events · Latest: Aug 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 07	Second-quarter earnings	Positive	+2.3%	Higher gross margin and expanded OEM relationship accompanied lower sales and wider first-half losses.
Jun 11	Conference sponsorship	Positive	+5.1%	Title sponsorship provided product showcase visibility at Overland Expo PNW 2026.
May 19	OEM relationship expansion	Positive	-5.9%	Forest River added Georgetown and Dynamax Grand Sport motorized RV lines.
May 15	First-quarter earnings	Negative	-8.7%	Lower sales, higher expenses, and a wider net loss accompanied the quarterly report.
Mar 17	Full-year earnings	Positive	-7.3%	Revenue growth and a narrower annual loss contrasted with lower gross margin.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive announcements produced mixed reactions, while the prior negative earnings release aligned with a decline.

Key Terms

convertible debentures, accredited investors, certificate of designation, liquidation preference, +1 more

5 terms

convertible debentures financial

"8% Convertible Debentures and Warrants"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

accredited investors regulatory

"certain accredited investors related to a private placement offering"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

certificate of designation regulatory

"filing a Certificate of Designation of Series A-1"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

liquidation preference financial

"has a liquidation preference equal to the Stated Value"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

cashless exercise financial

"through a cashless exercise"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Potential for Additional $91.0 Million of Investments

REDMOND, Ore., Aug. 24, 2026 (GLOBE NEWSWIRE) -- Expion Energy, Inc., formerly known as Expion360 Inc. (Nasdaq: XPON) (“Expion” or the “Company”), a leader in energy storage solutions and delivery, has entered into a definitive agreement with certain accredited investors related to a private placement offering pursuant to which the Company is initially issuing $9.0 million in aggregate principal amount of 8% Convertible Debentures and Warrants to purchase up to 2,117,219 shares of the Company’s common stock at an initial exercise price of $4.25 per share (subject to adjustment, including in the case of certain dilutive issuances), which resulted in net proceeds to the Company of approximately $8.2 million (excluding proceeds from any cash exercise of the Warrants), after deducting placement agent fees and estimated offering expenses.

Subject to the Company receiving shareholder approval and filing a Certificate of Designation of Series A-1 8% Convertible Preferred Stock with the Nevada Secretary of State, the Convertible Debentures will have an initial Stated Value equal to $1,000 per share and will automatically convert into 9,000 shares of the Company’s Series A-1 8% Convertible Preferred Stock, which may subsequently be converted into shares of the Company’s common stock on the terms set forth in the Certificate of Designation.

The Series A-1 8% Convertible Preferred Stock (i) will accrue cumulative dividends, commencing on the first anniversary of the issuance date, at a rate of 8% per annum payable quarterly in cash or, under certain circumstances, shares of the Company’s common stock, (ii) can be converted into shares of the Company’s common stock at an initial conversion price of $4.25 per share, subject to adjustment (including in the case of certain dilutive issuances), (iii) has a liquidation preference equal to the Stated Value plus any accrued and unpaid dividends, and (iv) will not have any voting rights.

Subject to the Company receiving shareholder approval, the investors have the right, but not the obligation, to purchase up to $91.0 million of additional shares of the Company’s convertible preferred stock (representing 91,000 additional shares) in one or more additional private placement closings. The Company’s convertible preferred stock purchased at each additional private placement closing will be issued in a separate series pursuant to a new certificate of designation for each such series filed by the Company with the Nevada Secretary of State and will have substantially similar terms to the Series A-1 8% Convertible Preferred Stock.

The Warrants are issuable in connection with the initial closing of the sale of the Debentures, but not in connection with any subsequent closing of additional shares of convertible preferred stock pursuant to the exercise of the additional investment right. The Warrants have a term of five years and may be exercised in cash or, if a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), registering the resale of the common stock underlying the Warrants is not effective, through a cashless exercise.

The lead investor is Five Narrow Lane LP, which is affiliated with Joseph Hammer, the Company’s interim Chairman of the Board and former Chief Executive Officer. The private placement was approved by the disinterested members of the Company’s board of directors.

The private placement closed on August 21, 2026.

The Company intends to use the net proceeds of the private placement for (i) the acquisition of certain oil and gas assets in Eastern Louisiana, and (ii) general corporate purposes, including working capital.

The securities are being offered to accredited investors in reliance on an exemption from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder. The securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In connection with the private placement, the Company has agreed, subject to certain terms and conditions, to file a registration statement to register for resale the shares of common stock issuable upon conversion of the Series A-1 8% Convertible Preferred Stock issuable upon conversion of the Convertible Debentures, and upon exercise of the warrants, issued in the private placement.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities issued in the private placement (or any securities issued upon conversion or exercise of the securities issued in the private placement).

About Expion Energy

Expion Energy is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and industrial applications. The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion Energy batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS casing and solid mechanical connections help provide top performance and safety. Expion Energy delivers advanced lithium battery technology that powers every adventure, every mission, for the moments that matter.

Expion Energy is entering the oil and gas sector to capture rising demand driven by power generation needs, industrial growth, and long-term expansion of LNG markets. The Company will target opportunistic growth through selective acquisitions and development projects that provide scale, enhance value, and support sustained shareholder value. The Company recently changed its corporate name from “Expion360 Inc.” to “Expion Energy, Inc.” to better align with its expanded energy platform and broadened operating strategy.

Expion Energy is headquartered in Redmond, Oregon. The Company’s lithium-ion batteries are available today through more than 300 dealers, wholesalers, private-label customers, and OEMs across the country.

To learn more about the Company, visit www.expion360.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements relate to, among other things, statements regarding the convertibility of the 8% Convertible Debentures into shares of Series A-1 8% Convertible Preferred Stock, the proposed private placement of additional shares of the Company’s preferred stock, and the intended use of proceeds from the offering, including the closing of the acquisition of certain oil and gas assets. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Contact:
541-797-6714
Shawna.Bowin@expion360.com

External Investor Relations:
Chris Tyson, Executive Vice President
MZ Group - MZ North America
949-491-8235
XPON@mzgroup.us
www.mzgroup.us

FAQ

What did Expion Energy (NASDAQ: XPON) announce on August 24, 2026 regarding its financing?

Expion Energy announced an initial closing of a private placement, issuing $9.0 million of 8% Convertible Debentures and Warrants. According to Expion Energy, this generated about $8.2 million in net proceeds to support oil and gas asset acquisitions and general corporate purposes.

How much capital could Expion Energy (XPON) potentially raise from additional investments?

Investors have the right to purchase up to an additional $91.0 million of convertible preferred stock, subject to shareholder approval. According to Expion Energy, these future shares would be issued in separate series with terms substantially similar to the Series A-1 8% Convertible Preferred Stock.

What are the key terms of Expion Energy’s Series A-1 8% Convertible Preferred Stock (XPON)?

The Series A-1 preferred carries an 8% cumulative annual dividend starting one year after issuance and a liquidation preference equal to stated value plus dividends. According to Expion Energy, it is convertible into common stock at an initial price of $4.25 per share, subject to adjustment.

How dilutive could Expion Energy’s new warrants and preferred stock be for XPON shareholders?

The private placement includes Warrants for up to 2,117,219 common shares at $4.25 and convertible preferred stock. According to Expion Energy, both instruments are convertible into common stock, which may increase the share count and dilute existing shareholders if fully converted and exercised.

What will Expion Energy (XPON) use the $8.2 million net proceeds from the private placement for?

Expion Energy plans to use net proceeds for acquiring certain oil and gas assets in Eastern Louisiana and for general corporate purposes. According to Expion Energy, these purposes include working capital to support its expanded energy platform and operating strategy.

Who led Expion Energy’s August 2026 private placement, and was it approved by the board?

The lead investor is Five Narrow Lane LP, affiliated with Expion Energy’s interim Chairman and former CEO. According to Expion Energy, the private placement was approved by the disinterested members of the company’s board of directors before closing on August 21, 2026.

Are Expion Energy’s new securities in the XPON private placement registered under the Securities Act?

The securities were issued in a private placement relying on registration exemptions and are not registered under the Securities Act. According to Expion Energy, the company agreed to file a registration statement to register the resale of common shares underlying the preferred stock and warrants.