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

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Expion360 (Nasdaq: XPON) has closed a $2.6 million registered direct offering and concurrent private placement with institutional investors. The transaction, priced at market under Nasdaq rules, included:

- Sale of 1,048,386 shares of Common Stock or Pre-Funded Warrants at $2.48 per Share (or $2.479 for Pre-Funded Warrants)
- Warrants to purchase Common Stock at $2.36 exercise price
- Pre-Funded Warrants are immediately exercisable

The company plans to use the net proceeds for general corporate purposes and working capital, with $500,000 allocated to satisfy amounts owed to Series A warrant holders. Aegis Capital Corp. served as the exclusive placement agent for the offerings.

Expion360 (Nasdaq: XPON) ha chiuso un'offerta diretta registrata di 2,6 milioni di dollari e un collocamento privato simultaneo con investitori istituzionali. La transazione, valutata al mercato secondo le regole di Nasdaq, ha incluso:

- Vendita di 1.048.386 azioni di azioni ordinarie o Warrant Pre-Finanziati a 2,48 dollari per azione (o 2,479 dollari per Warrant Pre-Finanziati)
- Warrant per acquistare azioni ordinarie a un prezzo d'esercizio di 2,36 dollari
- I Warrant Pre-Finanziati sono immediatamente esercitabili

La società prevede di utilizzare il ricavato netto per scopi aziendali generali e capitale circolante, con 500.000 dollari destinati a soddisfare gli importi dovuti ai titolari di Warrant di Serie A. Aegis Capital Corp. ha svolto il ruolo di agente di collocamento esclusivo per le offerte.

Expion360 (Nasdaq: XPON) ha cerrado una oferta directa registrada de 2,6 millones de dólares y un colocamiento privado concurrente con inversores institucionales. La transacción, valorada en el mercado según las normas de Nasdaq, incluyó:

- Venta de 1.048.386 acciones de acciones ordinarias o Warrant Pre-Financiados a 2,48 dólares por acción (o 2,479 dólares por Warrant Pre-Financiados)
- Warrant para comprar acciones ordinarias a un precio de ejercicio de 2,36 dólares
- Los Warrant Pre-Financiados son ejercitables de inmediato

La empresa planea utilizar los ingresos netos para fines corporativos generales y capital de trabajo, con 500.000 dólares asignados para satisfacer los montos adeudados a los tenedores de warrants de la Serie A. Aegis Capital Corp. actuó como el agente de colocación exclusivo para las ofertas.

Expion360 (Nasdaq: XPON)는 260만 달러 규모의 등록 직접 공모와 기관 투자자와의 동시 사모를 마감했습니다. 나스닥 규정에 따라 시장에서 가격이 책정된 이 거래에는 다음이 포함되었습니다:

- 주당 2.48달러(또는 사전 자금 조달 담보권에 대해 2.479달러)에 1,048,386주의 일반 주식 또는 사전 자금 조달 담보권의 판매
- 2.36달러의 행사가격으로 일반 주식을 구매할 수 있는 담보권
- 사전 자금 조달 담보권은 즉시 행사 가능합니다

회사는 일반 기업 목적 및 운영 자금으로 순이익을 사용할 계획이며, 50만 달러가 A 시리즈 담보권 보유자에게 지불될 금액을 충족하는 데 사용됩니다. Aegis Capital Corp.는 공모의 독점 배치 대행자로 활동했습니다.

Expion360 (Nasdaq: XPON) a clôturé une offre directe enregistrée de 2,6 millions de dollars et un placement privé concomitant avec des investisseurs institutionnels. La transaction, tarifée sur le marché selon les règles de Nasdaq, comprenait :

- Vente de 1 048 386 actions ordinaires ou de Warrants Préfinancés à 2,48 dollars par action (ou 2,479 dollars pour les Warrants Préfinancés)
- Warrants pour acheter des actions ordinaires à un prix d'exercice de 2,36 dollars
- Les Warrants Préfinancés sont immédiatement exerçables

L'entreprise prévoit d'utiliser le produit net pour des fins d'entreprise générales et du fonds de roulement, avec 500 000 dollars alloués pour satisfaire les montants dus aux détenteurs de Warrants de Série A. Aegis Capital Corp. a agi en tant qu'agent de placement exclusif pour les offres.

Expion360 (Nasdaq: XPON) hat ein registriertes Direktangebot über 2,6 Millionen Dollar und eine gleichzeitige Privatplatzierung mit institutionellen Investoren abgeschlossen. Die Transaktion, die gemäß den Nasdaq-Vorschriften zu Marktpreisen bewertet wurde, umfasste:

- Verkauf von 1.048.386 Aktien von Stammaktien oder vorfinanzierten Warrants zu 2,48 Dollar pro Aktie (oder 2,479 Dollar für vorfinanzierte Warrants)
- Warrants zum Kauf von Stammaktien zu einem Ausübungspreis von 2,36 Dollar
- Vorfinanzierte Warrants sind sofort ausübbar

Das Unternehmen plant, den Nettoerlös für allgemeine Unternehmenszwecke und Betriebskapital zu verwenden, wobei 500.000 Dollar für die Begleichung von Beträgen, die an die Inhaber von Serie A Warrants geschuldet werden, vorgesehen sind. Aegis Capital Corp. fungierte als exklusiver Platzierungsagent für die Angebote.

Positive
  • Secured $2.6 million in immediate funding through institutional investors
  • Offering priced at market under Nasdaq rules, indicating fair market valuation
  • Pre-funded warrants provide immediate exercisability
Negative
  • Potential dilution for existing shareholders through new share issuance
  • $500,000 of proceeds allocated to existing warrant holder obligations rather than growth initiatives
  • Additional dilution possible through future warrant exercises

Insights

The $2.6 million capital raise through a registered direct offering and private placement represents a significant dilutive event for XPON, a micro-cap company with just over $2 million market cap. The offering structure includes shares priced at $2.48 and warrants with a $2.36 exercise price, indicating minimal premium and suggesting challenging market conditions for raising capital.

The deal's complexity, involving pre-funded warrants and additional warrants, coupled with $500,000 earmarked for existing Series A warrant holders, signals potential pressure from previous investors. The company's decision to raise capital at current price levels suggests urgent working capital needs, which could impact near-term operational flexibility.

For retail investors in simple terms: The company is selling new shares and rights to buy shares (warrants) to get cash for operations. This will likely decrease the value of existing shares since there will be more shares outstanding. The fact they're doing this at current low prices isn't ideal for current shareholders.

The timing and structure of this financing reveal concerning market dynamics for XPON. The use of both registered direct offering and private placement mechanisms, typically employed when traditional follow-on offerings are challenging, suggests institutional interest. The immediate exercisability of pre-funded warrants could create near-term selling pressure.

The engagement of Aegis Capital as the exclusive placement agent, while providing deal execution, also indicates investment banking options for the company. This financing, representing over 127% of the company's market capitalization, significantly impacts the capital structure and could affect trading dynamics.

In simpler terms: When a tiny company needs to raise more money than it's worth in the stock market, using complex financial instruments, it often indicates financial stress and options. This could make the stock more volatile and risky for investors.

REDMOND, Ore., Jan. 03, 2025 (GLOBE NEWSWIRE) -- Expion360 Inc. (Nasdaq: XPON) (the “Company”), an industry leader in lithium-ion battery power storage solutions, today announced the closing of its previously announced registered direct offering and concurrent private placement with institutional investors. The Company issued shares of Common Stock and pre-funded warrants (“Pre-Funded Warrants”) in a registered direct offering. In a concurrent private placement, the Company also issued to the same investors warrants to purchase Common Stock (the “Warrants”). Aggregate gross proceeds to the Company from both transactions were approximately $2.6 million. The transactions closed on January 3, 2025. The transactions were priced at the market under Nasdaq rules.

The transactions consisted of the sale of 1,048,386 shares (each a “Share”) of Common Stock or Pre-Funded Warrants to purchase one share of Common Stock, each of which was sold together with one Warrant to purchase one share of Common Stock per Warrant at an exercise price of $2.36. The offering price per Share was $2.48 (or $2.479 for each Pre-Funded Warrant, which is equal to the offering price per Share minus an exercise price of $0.001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of Shares in the offering will be decreased on a one-for-one basis.

The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. The Company also intends to use $500,000 of the net proceeds from the offering to satisfy a portion of certain amounts owed to the Company’s Series A warrant holders pursuant to the terms of such warrants.

Aegis Capital Corp. acted as exclusive placement agent for the offerings. Stradling Yocca Carlson & Rauth LLP acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.

The registered direct offering was being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-272956) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 10, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

The offer and sale of the securities in the private placement were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock issuable upon exercise of the Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Expion360

Expion360 is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles and marine applications, with residential and industrial applications under development. On December 19, 2023, the Company announced its entrance into the home energy storage market with the introduction of two premium LiFePO4 battery storage systems that enable residential and small business customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages.

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. Expion360 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 and solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful and remote places on Earth even longer.

The Company is headquartered in Redmond, Oregon. Expion360 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 expion360.com.

Forward-Looking Statements

The foregoing material may contain “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 are not guarantees of future actions or performance. 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:
Brian Schaffner, CEO
541-797-6714
Email Contact

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


FAQ

How much did Expion360 (XPON) raise in its January 2025 offering?

Expion360 raised approximately $2.6 million through a registered direct offering and concurrent private placement with institutional investors.

What is the exercise price of XPON's new warrants issued in January 2025?

The warrants were issued with an exercise price of $2.36 per share.

How many shares did XPON issue in its January 2025 offering?

The offering included 1,048,386 shares of Common Stock or Pre-Funded Warrants.

What will XPON use the proceeds from the January 2025 offering for?

The proceeds will be used for general corporate purposes, working capital, and $500,000 will be used to satisfy amounts owed to Series A warrant holders.

What was the pricing of XPON's January 2025 share offering?

The shares were priced at $2.48 per share, with Pre-Funded Warrants priced at $2.479.

Expion360 Inc.

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