Expion360 Inc. SEC filings document the regulatory record for a Nevada lithium battery company with common stock traded on the Nasdaq Capital Market. Recent 8-K reports furnish financial results and preliminary results, Regulation FD stockholder communications, and material-event disclosures tied to the company’s operating outlook and leadership changes.
The filings also cover capital-structure and public-company matters, including an at-the-market issuance sales agreement, a completed private placement, pre-funded warrant terms, common-stock registration framework and Nasdaq continued-listing compliance notices. These documents describe the company’s equity financing tools, warrant mechanics, exchange-listing status, emerging growth company status, exhibits and related disclosure controls for a small public operating company.
Expion Energy, Inc. asks stockholders to vote on six proposals at its December 2, 2026 annual meeting. The ballot covers five director elections, auditor ratification, approval under Nasdaq Listing Rule 5635 for issuance of more than 19.99% of outstanding common shares through debenture conversions, interest payments and warrant exercises, an increase in authorized common shares from 16,666,666 to 200,000,000, a 250,000-share increase to the 2021 Incentive Award Plan, and possible adjournment. The board recommends “FOR” each proposal.
The August 21, 2026 private placement originally provided for $9,000,000 aggregate principal of 8% convertible debentures and warrants for up to 2,117,219 shares. An October 22 amendment made the debentures convertible into common stock at an initial $4.25 conversion price, subject to adjustment.
Kevin Sellers became President and Chief Executive Officer on August 24, 2026, following Joseph Hammer’s resignation; Robert Winspear became Chief Financial Officer on August 25, after Shawna Bowin gave notice of resignation. Sellers and director Marc Jarvis have indirect material interests in Cynergy’s overriding royalty interests; the company states no payments had been made to date.
Expion Energy, Inc. (XPON) filed a preliminary shelf registration to offer up to $50,000,000 in aggregate securities—common stock, preferred stock, debt securities and warrants. Securities may not be sold until the registration statement is effective. The sales-agreement prospectus supplement includes $1,666,183 of common stock within the shelf. While public float remains below $75.0 million, primary sales are limited to one-third of public float in any 12-month period.
Expion also acquired all membership interests in a company holding an Eastern Louisiana oil and gas prospect, including approximately 3,000 net leased acres. It committed up to $4,000,000 to a leasing program, with at least $2,500,000 for leasing activities, and must use commercially reasonable efforts to initiate a mandatory well operation drilling a new lateral of at least 4,000 feet by February 15, 2027, subject to customary exceptions. The prospect has no proved reserves.
Separately, Expion disclosed $9,000,000 in Convertible Debentures and a purchaser right to acquire up to $91,000,000 in additional debentures. Conversion beyond the Exchange Cap requires stockholder approval; purchasers are not obligated to exercise the additional right, and the company warns that conversions and warrant exercises could dilute existing holders.
Expion Energy, Inc. (XPON) has rescheduled its 2026 annual meeting and now expects to hold it on December 2, 2026; the expected record date is October 28, 2026. The board rescheduled the meeting after the company amended and restated its transaction agreements with the purchasers on October 22, 2026. Proxy cards and telephone or internet votes submitted for the November 4 meeting are void, and stockholders will receive new proxy materials and voting instructions. Qualified Rule 14a-8 proposals for inclusion in the proxy materials must be received by October 30, 2026. Other nomination or proposal notices, and notices under the universal proxy rules for certain director nominees, are due November 2, 2026.
Expion Energy, Inc. amended and restated its private-placement agreements on October 22, 2026, revising $9,000,000 of convertible debentures issued August 21, 2026. The debentures now convert into common stock at an initial $4.25 per-share price, subject to adjustment and a $0.72 floor. Purchasers may elect, within 18 months following the agreement’s defined effective date, to buy up to $91,000,000 aggregate principal of additional debentures. For the first $10,000,000 aggregate principal of those debentures, the initial conversion price is 150% of the amended debentures’ initial conversion price.
The debentures are direct, unsecured obligations maturing three years after issuance; interest accrues at the Applicable Federal Rate initially and at 8% per annum from the first anniversary. Amended warrants cover up to 2,117,219 common shares at $4.25 per share. Expion intends to seek stockholder approval that, if obtained, would enable issuance to purchasers of 19.99% or more of outstanding common shares under Nasdaq rules. Five Narrow Lane, LP was lead purchaser; former Chief Executive Officer and Chairman of the Board Joseph Hammer may be deemed to share voting and dispositive power over issuable shares. Disinterested directors approved the transaction.
Expion Energy, Inc. (XPON) is soliciting stockholder approval for nine proposals at its 2026 annual meeting on November 4, 2026, with 1,012,498 common shares outstanding as of September 15, 2026.
Key items include approval of new Series A-1 8% Convertible Preferred Stock and a form of AIR Preferred Stock tied to an August 21, 2026 Securities Purchase Agreement involving $9,000,000 of 8% Convertible Debentures and warrants for up to 2,117,219 common shares. The board is asking to increase authorized capital from 36,666,666 to 220,000,000 shares, including an increase in authorized common stock from 16,666,666 to 200,000,000 and creation of 20,000,000 shares of blank check preferred stock, and to approve issuances exceeding 19.99% of outstanding common stock under Nasdaq Listing Rule 5635. The proxy also seeks a 250,000-share increase to the 2021 Incentive Award Plan, ratification of M&K CPAS, PLLC as auditor, election of five directors, and the ability to adjourn the meeting if needed. The company notes a one-for-12 reverse stock split effected on July 21, 2026 and discloses leadership changes, including Kevin Sellers becoming Chief Executive Officer and Robert Winspear becoming Chief Financial Officer with new employment and severance arrangements.
Expion Energy, Inc. (XPON) filed an initial ownership report identifying Jarvis Marcus Wesley as a director of the company. The filing reports no transactions or derivative positions and includes a reference to an attached Power of Attorney authorizing filings on the reporting person's behalf.
Expion Energy, Inc. (XPON) filed a Form D for a Regulation D private offering under Rule 506(b). The company has sold $9,000,000 of securities in an initial closing and states that, subject to certain shareholder approvals, purchasers may buy up to an additional $91,000,000 of convertible preferred stock. The offering includes debt, options or warrants, and securities issuable upon exercise of those rights, with the first sale occurring on August 21, 2026. No finders’ fees are reported, and the notice lists Palladium Capital Group LLC in connection with sales compensation.
Expion Energy, Inc. (XPON) is asking stockholders at the 2026 annual meeting on November 4, 2026 to approve a broad package of governance and financing-related changes alongside routine items. Stockholders will vote on electing five directors and ratifying M&K CPAS, PLLC as independent auditor for 2026.
Key capital-structure proposals include creating Series A-1 8% Convertible Preferred Stock and a form of preferred stock tied to an August 21, 2026 Securities Purchase Agreement, approving for Nasdaq Listing Rule 5635 purposes the potential issuance of more than 19.99% of outstanding common shares upon conversion of preferred stock, dividend payments and warrant exercises, and amending the Articles of Incorporation to increase authorized capital stock from 36,666,666 shares to 220,000,000 shares, with common stock authorization rising from 16,666,666 to 200,000,000 shares. The company is also seeking authorization for 20,000,000 shares of blank check preferred stock, an increase of 250,000 shares available under the 2021 Incentive Award Plan, and the ability to adjourn the meeting to solicit additional proxies if needed.
The proxy details an August 21, 2026 private placement of $9,000,000 of 8% Convertible Debentures, potentially convertible into 9,000 shares of Series A-1 preferred stock and accompanied by warrants for 2,117,219 common shares, with Five Narrow Lane, LP as lead purchaser and a former CEO associated with its general partner. It also notes a one-for-12 reverse stock split effected on July 21, 2026 and leadership changes, including Kevin Sellers becoming President and Chief Executive Officer and Robert Winspear becoming Chief Financial Officer.
Expion360 Inc. (symbol: XPON) is the issuer of record for a Form 4 filing submitted to the SEC.
Expion360 Inc. (symbol: XPON) is the issuer of record for a Form 4 filing submitted to the SEC.