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2026-10-22
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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 22,
2026
Expion
Energy, Inc.
(Exact name
of Registrant as specified in its charter)
| Nevada |
|
001-41347 |
|
81-2701049 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2025 SW Deerhound
Avenue
Redmond, OR 97756
(Address of principal
executive offices and zip code)
(541) 797-6714
(Registrant’s
telephone number, including area code)
N/A
(Former name
or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common
Stock, par value $0.001 per share |
|
XPON |
|
The
Nasdaq Capital Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry Into a Material Definitive Agreement. |
Amendment
and Restatement of Private Placement
Original
Private Placement Transaction
As
previously reported, on August 21, 2026, Expion Energy, Inc. (the “Company”) entered into a securities purchase agreement
(the “Purchase Agreement”) with the purchasers identified on the signature pages thereto (the “Purchasers”) pursuant
to which the Company issued and sold to the Purchasers (i) 8% Convertible Debentures Due August 21, 2029 in the aggregate principal amount
of $9,000,000 (the “Convertible Debentures”), which originally would have automatically converted into 9,000 shares of a
series of preferred stock (the “Preferred Stock”) to be designated the Series A-1 8% Convertible Preferred Stock (the “Series
A-1 Preferred Stock”) upon receiving stockholder approval of, and filing, a certificate of designation with the Nevada Secretary
of State, and (ii) Common Stock Purchase Warrants (the “Warrants”) to purchase up to 2,117,219 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”). The Series A-1 Preferred
Stock would have subsequently been convertible into shares of Common Stock on the terms set forth in the certificate of designation that
was subject to stockholder approval.
Pursuant
to the original Purchase Agreement, subject to receiving stockholder approval, and the filing of an applicable certificate of designation
with the Nevada Secretary of State, the Purchasers would have been able to also elect to purchase additional shares of Preferred Stock
(the “AIR Preferred Stock”) with an aggregate stated value of up to $91,000,000, representing 91,000 additional shares of
AIR Preferred Stock, at any time within 18 months following the effective date defined in the original Purchase Agreement. Such AIR Preferred
Stock would have had substantially similar terms to the Series A-1 Preferred Stock issuable upon conversion of the Convertible Debentures.
Amendment
and Restatement of Private Placement Transaction Documents
On
October 22, 2026, the Company and the Purchasers entered into an amendment and restatement of the Purchase Agreement (“Amended
and Restated Purchase Agreement”), and an amendment and restatement of the Convertible Debentures (the “Amended and Restated
Convertible Debentures”), such that the Amended and Restated Convertible Debentures are now convertible into shares of Common Stock
at an initial conversion price of $4.25 (subject to adjustment as described therein), which
is equal to what the initial conversion price of the Series A-1 Preferred Stock would have been.
The Company also amended and restated the Warrants (the “Amended and Restated Warrants”) and the Registration Rights Agreement
(the “Amended and Restated Registration Rights Agreement”). In addition, pursuant to the Amended and Restated Purchase Agreement,
instead of AIR Preferred Stock, the Purchasers may now elect to purchase, at any time within 18 months following the effective date defined
in the Amended and Restated Purchase Agreement, additional Amended and Restated Convertible Debentures (the “AIR Convertible Debentures”)
up to an aggregate principal amount of $91,000,000, which shall be convertible into shares of Common Stock (the “Additional Investment
Right”). At each additional closing of the sale of AIR Convertible Debentures pursuant to an exercise of the Additional Investment
Right, the AIR Convertible Debentures will be issued with substantially similar terms to the Amended and Restated Convertible Debentures,
but in each case with a different original issuance date, maturity date and conversion price, and not including any provision permitting
or requiring conversion at a price below the Floor Price (as defined below).
The
foregoing transactions are collectively referred to as the “Private Placement”. Unless specifically defined herein, or unless
the context requires otherwise, capitalized terms used herein have the meanings set forth in the Amended and Restated Purchase Agreement.
Five
Narrow Lane, LP (“FNL”) was the lead Purchaser in the Private Placement. The Company’s former Chief Executive Officer
and Chairman of the Board, Joseph Hammer, serves as a managing member of the general partner of FNL and may be deemed to share voting
and dispositive power over the shares of Common Stock issuable upon conversion of the Amended and Restated Convertible Debentures and
AIR Convertible Debentures, and upon exercise of the Amended and Restated Warrants. The Private Placement (including the Amended and
Restated Purchase Agreement, Amended and Restated Convertible Debentures, Amended and Restated Warrants and Amended and Restated Registration
Rights Agreement) was approved by the disinterested members of the Company’s board of directors.
Amended
and Restated Convertible Debentures and AIR Convertible Debentures
The
Amended and Restated Convertible Debentures and AIR Convertible Debentures are the direct, unsecured debt obligations of the Company
and mature three years after their respective original issuance dates.
The
Amended and Restated Convertible Debentures and AIR Convertible Debentures accrue interest on the aggregate unconverted and then outstanding
principal amount at the Applicable Federal Rate as of the original issue date of the Amended and Restated Convertible Debentures and
AIR Convertible Debentures, as applicable, and increasing to 8% per annum commencing on the first anniversary of the original issue date
of the Amended and Restated Convertible Debentures and AIR Convertible Debentures, as applicable, payable quarterly on January 1, April
1, July 1 and October 1, and on their respective maturity dates, payable in cash, or at the Company’s option, in duly authorized,
validly issued, fully paid and non-assessable registered shares of Common Stock, or a combination thereof, at an interest conversion
rate equal to the lesser of (a) the conversion price, or (b) 90% of the arithmetic average of the three lowest daily volume weighted
average prices during the five trading days prior to the applicable interest payment date, provided that the interest conversion rate
shall not be less than the Floor Price. Payment of interest in shares of Common Stock is subject to satisfaction of certain equity conditions
as described in the applicable Amended and Restated Convertible Debentures and AIR Convertible Debentures.
The
outstanding principal under the Amended and Restated Convertible Debentures and AIR Convertible Debentures will be convertible, at any
time and from time to time, in whole or in part (but not in amounts less than $100,000 in principal for each notice of conversion), at
the option of the holder thereof, into that number of shares of Common Stock (subject to the Beneficial Ownership Limitation and the
Issuable Maximum) determined by dividing the principal amount being converted by the applicable conversion price thereof. The initial
conversion price for the Amended and Restated Convertible Debentures is $4.25, which is equal to 105% of the average of the daily volume
weighted average prices for the five (5) trading days prior to August 21, 2026 (which is equal to what the initial conversion price of
the Series A-1 Preferred Stock would have been), and is subject to adjustment as described in the Amended and Restated Convertible Debentures,
including in the event of dilutive issuances (subject to certain exceptions), provided in all cases that the conversion price of the
Amended and Restated Convertible Debentures shall not be less than $0.72 per share, which is equal to 20% of the Nasdaq Minimum Price
on the date prior to the original Purchase Agreement (subject to adjustment for reverse and forward stock splits, recapitalizations,
and similar transactions following such date, the “Floor Price”). The initial conversion price of the first $10,000,000 in
the aggregate of the AIR Convertible Debentures will equal 150% of the initial conversion price of the Amended and Restated Convertible
Debentures and, thereafter, the AIR Convertible Debentures issuable pursuant to all subsequent exercises of the Additional Investment
Right will have an initial conversion price equal to the lower of (x) the initial conversion price of the Amended and Restated Convertible
Debentures, and (y) 90% of the arithmetic average of the three (3) lowest daily volume weighted average prices during the five (5) trading
days prior to the date of exercise of the Additional Investment Right, provided that the conversion price of the AIR Convertible Debentures
is subject to adjustment as described in the applicable AIR Convertible Debenture, including in the event of dilutive issuances (subject
to certain exceptions), provided in all cases that the conversion price of the AIR Convertible Debentures shall not be less than the
Floor Price.
Subject
to certain exemptions, if the Company sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes
of or issues, any Common Stock or Common Stock equivalents at an effective price per share that is lower than the then applicable conversion
price of the Amended and Restated Convertible Debentures or AIR Convertible Debentures, as applicable, then the applicable conversion
price will be reduced to equal the lower price of such dilutive issuance (but in no event lower than the Floor Price). Issuances under
the Additional Investment Right are not exempt from, and could trigger, this anti-dilution protection. If the Company receives a conversion
notice with respect to the Amended and Restated Convertible Debentures when the applicable conversion price then in effect (without regard
to the Floor Price) is lower than the Floor Price then in effect (such amount, the “Applicable Conversion Price”), then the
Company shall, in its sole discretion, either (i) reduce the Floor Price to the Applicable Conversion Price and allow such conversion
to be made at the Applicable Conversion Price, or (ii) issue a number of shares of Common Stock equal to the principal amount to be converted
divided by the Floor Price (without adjusting to the Applicable Conversion Price) and either (A) pay the economic difference in cash
or (B) add the economic difference to the principal amount of the holder’s Amended and Restated Convertible Debentures that remain
unconverted following such conversion. This adjustment provision only applies to the Amended and Restated Convertible Debentures and
will not apply to any AIR Convertible Debentures issued upon exercise of the Additional Investment Right.
So
long as at least $2,250,000 in aggregate principal amount of the Amended and Restated Convertible Debentures remains outstanding, and
so long as at least 25% in aggregate principal amount of the applicable AIR Convertible Debentures remains outstanding, the Company is
subject to certain negative covenants, including restrictions on the incurrence of additional indebtedness, the creation of liens, the
payment of cash dividends, and the repurchase of the Company’s equity securities, in each case subject to certain exceptions.
The
entire principal balance and accrued but unpaid interest under the Amended and Restated Convertible Debentures and AIR Convertible Debentures
shall accelerate and become immediately due and payable at the election of the holder thereof upon the occurrence of certain events of
default as described therein. The Company may not prepay any portion of the principal amount of an Amended and Restated Convertible Debenture
or AIR Convertible Debenture without the prior written consent of the holders thereof.
Amended
and Restated Warrants
The
Company amended and restated the Warrants to conform to the Amended and Restated Purchase Agreement, and the terms of the Amended and
Restated Warrants are substantially the same as the Warrants. The Amended and Restated Warrants continue to provide for the purchase
of up to 2,117,219 shares of Common Stock at an initial exercise price of $4.25 per share. No additional Amended and Restated Warrants
shall be issued in connection with the exercise of the Additional Investment Right.
Amended
and Restated Registration Rights Agreement
Under
the Amended and Restated Registration Rights Agreement, the Company has agreed to file (i) a resale registration statement with respect
to the public resale of the Common Stock issuable upon conversion of the Amended and Restated Convertible Debentures and upon exercise
of the Amended and Restated Warrants not later than 20 days after the date of the Amended and Restated Registration Rights Agreement
and to use commercially reasonable efforts to cause such registration statement to become effective no later than 30 days after such
filing date (or 60 days in the event of a “full review” by the SEC), and (ii) a resale registration statement with respect
to the public resale of the Common Stock issuable upon conversion of the AIR Convertible Debentures not later than the earliest practical
date on which the Company is permitted by SEC guidance to file such registration statement after each closing of the exercise of any
Additional Investment Right and to use commercially reasonable efforts to cause each such registration statement to become effective
no later than 30 days after filing (or 60 days in the event of a “full review” by the SEC).
The
foregoing descriptions of the Amended and Restated Purchase Agreement (including the description of the AIR Convertible Debentures therein),
Amended and Restated Convertible Debentures, Amended and Restated Warrants, and Amended and Restated Registration Rights Agreement, do
not purport to be complete and are subject to and qualified in their entirety by reference to the complete text of such documents, which
are attached as Exhibits 10.1, 4.1, 4.2 and 10.2, respectively, to this Current Report, and are incorporated herein by reference.
| Item 9.01. | Financial
Statements and Exhibits. |
Exhibit
No. |
|
Description |
| 4.1 |
|
Form
of Amended and Restated 8% Convertible Debenture Due August 21, 2029 |
| 4.2 |
|
Form
of Amended and Restated Common Stock Purchase Warrant |
| 10.1 |
|
Form
of Amended and Restated Securities Purchase Agreement |
| 10.2 |
|
Form
of Amended and Restated Registration Rights Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
Additional
Information and Where to Find It
This
filing may be deemed solicitation material in respect of the Company’s intention to seek stockholder approval that, if approved,
will enable the Purchasers to be issued, under applicable Nasdaq listing rules, 19.99% or more of the Company’s outstanding shares
of Common Stock in connection with the transactions contemplated by the Amended and Restated Purchase Agreement, including (i) shares
issuable upon conversion of the Amended and Restated Convertible Debentures, (ii) shares issuable upon conversion of the AIR Convertible
Debentures, (iii) shares issuable in payment of interest accrued on the Amended and Restated Convertible Debentures and AIR Convertible
Debentures, and (iv) shares issuable upon exercise of the Amended and Restated Warrants, as well as in connection with any future adjustments
of the conversion price or exercise price. This filing does not constitute a solicitation of any vote or approval of the proposals to
be voted on at any meeting of the Company’s stockholders. In connection with such a meeting, the Company intends to file a preliminary
proxy statement on Schedule 14A with the SEC and may file additional relevant materials with the SEC. Following the filing of a definitive
proxy statement with the SEC, the Company will mail or otherwise provide the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the meeting regarding the business to be conducted at the meeting. This document is not a substitute for the proxy
statement or any other document that may be filed by the Company with the SEC.
BEFORE
MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT, AND
ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE STOCKHOLDER MEETING BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT SUCH MEETING.
Stockholders
may obtain a copy of the proxy statement and other documents the Company files with the SEC (when they become available) free of charge
through the website maintained by the SEC at www.sec.gov. In addition, the Company makes available free of charge on its investor relations
website at https://investors.expion360.com copies of materials it files with, or furnishes to, the SEC.
Participants
in Solicitation
The
Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation
of proxies from the Company’s stockholders in connection with the business to be conducted at the meeting of stockholders. Information
regarding the names, affiliations and direct or indirect interests, by security holdings or otherwise, of the participants will be set
forth in the definitive proxy statement to be filed in connection with the meeting of stockholders, which, when available, may be obtained
free of charge from the sources indicated above.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
EXPION ENERGY, INC. |
| |
|
|
|
| Date: October 23, 2026 |
|
|
|
By: |
|
/s/ Robert Winspear |
| |
|
|
|
Name: |
|
Robert Winspear |
| |
|
|
|
Title: |
|
Chief Financial Officer |
