Expion360 (NASDAQ: XPON) ex-CEO secures new debenture and stock warrant
Rhea-AI Filing Summary
Expion360 Inc. (XPON) reported that director and former Chief Executive Officer Joseph D. Hammer, through Five Narrow Lane LP, entered into two derivative purchases related to the company’s equity. The insider acquired an 8% Convertible Debenture due August 21, 2029, which, subject to shareholder approval and a Certificate of Designation, will automatically convert into 4,500 shares of Series A-1 8% Convertible Preferred Stock and is ultimately convertible into up to 1,058,609 shares of common stock at an initial conversion price of $4.25 per share, with a 9.99% beneficial ownership limitation.
Hammer, via the same entity, also acquired a Common Stock Purchase Warrant immediately exercisable for up to 1,058,609 shares of common stock at an initial exercise price of $4.25 per share, expiring five years after issuance and also subject to a 9.99% beneficial ownership limitation. Both positions are reported as indirectly owned and were not reported as entered into under a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Hammer Joseph D
Role
Former Chief Executive Officer
Bought
1,063,109 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | 8% Convertible Debenture Due August 21, 2029 F1, F2, F3, F4 | 4,500 | $4,500,000.00 as filed | -- |
| Purchase | Common Stock Purchase Warrant F1, F5, F6, F4 | 1,058,609 | $0.00 | $0.00 |
- Price shown as filed: $4,500,000.00 per share is far above the $3.435 close on Aug 21, 2026, so no transaction value is shown.
Holdings After Transaction:
8% Convertible Debenture Due August 21, 2029 — 4,500 shares (Indirect, See footnote);
Common Stock Purchase Warrant — 1,058,609 shares (Indirect, See footnote)
Footnotes (6)
- F1. The Reporting Person served as the Chief Executive Officer of Expion Energy, Inc. (the "Company") through the Transaction Date, and continues to serve as the Chairman of the Board of Directors of the Company.
- F2. Subject to the Company receiving shareholder approval and filing the Certificate of Designation, the 8% Convertible Debenture Due August 21, 2029 (the "Convertible Debenture") will automatically convert into shares of the Company's Series A-1 8% Convertible Preferred Stock (the "Preferred Conversion Shares") based on a stated value of $1,000 per share, resulting in the issuance of up to 4,500 Preferred Conversion Shares. The Preferred Conversion Shares may subsequently be converted into 1,058,609 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), based on an initial conversion price of $4.25 per share, subject to adjustment as set forth in the Certificate of Designation. The Convertible Debenture, as well as the Preferred Conversion Shares issuable upon conversion thereof, is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
- F3. The maturity date of the Convertible Debenture is August 21, 2029.
- F4. The Derivative Securities are held by Five Narrow Lane LP ("FNL"). The Reporting Person may be deemed to beneficially own the Derivative Securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934.
- F5. The Common Stock Purchase Warrant (the "Warrant") is exercisable for an aggregate of up to 1,058,609 shares of Common Stock based on an initial exercise price of $4.25 per share, subject to adjustment as set forth in the Warrant. The Warrant is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
- F6. The Warrant was immediately exercisable on the date of issuance and expires on the five year anniversary of the date of issuance.
Key Figures
Convertible Debenture units: 4,500 units of 8% Convertible Debenture Due August 21, 2029
Preferred stated value: $1,000 per share
Common shares from debenture: 1,058,609 shares of common stock
+5 more
8 metrics
Convertible Debenture units
4,500 units of 8% Convertible Debenture Due August 21, 2029
Number of debenture units acquired and outstanding after the transaction
Preferred stated value
$1,000 per share
Stated value used to convert the debenture into Series A-1 8% Convertible Preferred Stock
Common shares from debenture
1,058,609 shares of common stock
Maximum common shares initially issuable upon full conversion of Preferred Conversion Shares at $4.25 per share
Warrant underlying shares
1,058,609 shares of common stock
Aggregate number of XPON common shares underlying the Common Stock Purchase Warrant
Conversion and exercise price
$4.25 per share
Initial conversion price for Preferred Conversion Shares and initial exercise price of the warrant
Beneficial ownership limitation
9.99% of outstanding common stock
Cap applying separately to the debenture (and related preferred) and the warrant
Debenture maturity date
August 21, 2029
Maturity date of the 8% Convertible Debenture
Warrant expiration
Five-year anniversary of issuance
Expiration timing for the Common Stock Purchase Warrant, issued on August 21, 2026
Key Terms
Convertible Debenture, Certificate of Designation, Series A-1 8% Convertible Preferred Stock, beneficial ownership limitation, +2 more
6 terms
Convertible Debenture financial
"The 8% Convertible Debenture Due August 21, 2029 (the "Convertible Debenture")"
A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.
Certificate of Designation regulatory
"subject to the Company receiving shareholder approval and filing the Certificate of Designation"
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.
Series A-1 8% Convertible Preferred Stock financial
"convert into shares of the Company's Series A-1 8% Convertible Preferred Stock"
beneficial ownership limitation regulatory
"subject to a beneficial ownership limitation of 9.99% of the outstanding shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Common Stock Purchase Warrant financial
"The Common Stock Purchase Warrant (the "Warrant") is exercisable for an aggregate"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Rule 13d-3 regulatory
"may be deemed to beneficially own the Derivative Securities for purposes of Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
What insider transactions did Joseph D. Hammer report for XPON?
Joseph D. Hammer reported purchasing an 8% Convertible Debenture due August 21, 2029 and a Common Stock Purchase Warrant, both indirectly held, that together relate to potential future issuances of up to 2,117,218 shares of Expion360 Inc. common stock, subject to ownership limits and other conditions.
What are the key terms of the XPON warrant acquired by the insider?
The Common Stock Purchase Warrant is exercisable for up to 1,058,609 XPON common shares at an initial exercise price of $4.25 per share. It was immediately exercisable on issuance and expires on the five-year anniversary, with a 9.99% beneficial ownership limitation.
Is the XPON debenture conversion subject to any conditions?
Yes. The debenture will automatically convert into Series A-1 8% Convertible Preferred Stock only subject to shareholder approval and the filing of a Certificate of Designation. The preferred shares would then be convertible into common stock at an initial price of $4.25 per share.
Does Joseph D. Hammer hold these XPON securities directly?
No. The filing states the derivative securities are held by Five Narrow Lane LP. Joseph D. Hammer may be deemed to beneficially own them under Rule 13d-3, and they are reported as indirectly owned with a nature of ownership referenced in a footnote.
Were the XPON insider transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as being made under such a plan, and there is no footnote indicating that these derivative purchases were effected pursuant to a pre-arranged 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
