| | The purchase of the securities reported herein was funded with the working capital of FNL. On August 21, 2026, FNL entered into a securities purchase agreement (the "Purchase Agreement") with Expion Energy, Inc. (the "Issuer" or the "Company") and the other purchasers identified on the signature pages thereto in a private placement, pursuant to which FNL purchased (i) an 8% Convertible Debenture Due August 21, 2029 (the "Convertible Debenture") in the aggregate principal amount of $4,500,000, initially convertible into 4,500 shares (the "Preferred Conversion Shares") of a series of the Issuer's preferred stock to be designated the Series A-1 8% Convertible Preferred Stock (the "Series A-1 Preferred Stock"), and (ii) a Common Stock Purchase Warrant (the "Warrant") to purchase up to 1,058,609 shares of Common Stock, which is equal to 100% of the shares of Common Stock issuable upon conversion of the shares of the Preferred Conversion Shares. Subject to the Company receiving shareholder approval and filing the Certificate of Designation of the Series A-1 Convertible Preferred Stock (the "Certificate of Designation") with the Nevada Secretary of State, the Convertible Debenture will automatically convert into Preferred Conversion Shares. The Preferred Conversion Shares may subsequently be converted into shares of Common Stock on the terms set forth in the Certificate of Designation (once it is filed). Unless specifically defined herein, or unless the context requires otherwise, capitalized terms used herein have the meanings set forth in the Purchase Agreement. |
| | The securities were acquired for investment purposes. One or more persons identified in Item 2 may buy or sell additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, other investment opportunities available to such person, general economic, money market and stock market conditions, and other considerations as such person deems relevant.
Except as described herein, none of the persons identified in Item 2 have a present plan or proposal that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934 (the "Act"). However, each such person reserves the right to propose or participate in future transactions which may result in one or more of such actions. In addition, consistent with their investment purpose, such persons may engage in communications with persons associated with the Issuer, including stockholders of the Issuer, officers of the Issuer and/or members of the board of directors of the Issuer, to discuss matters regarding the Issuer, including but not limited to its operations and strategic direction. Until the date on which this Schedule 13D was filed with the SEC, Mr. Hammer served as a director of the Issuer and therefore engaged in discussions with the Issuer's board of directors and management as part of his duties as a director.
Pursuant to the Purchase Agreement, subject to the Issuer receiving shareholder approval, FNL (together with the other purchasers) may also elect to purchase additional shares of the Company's convertible preferred stock (the "AIR Preferred Stock") with an aggregate stated value of up to $91,000,000, representing up to 91,000 shares of AIR Preferred Stock (the "Additional Investment Right"). At each additional closing of the sale of AIR Preferred Stock pursuant to an exercise of the Additional Investment Right, the AIR Preferred Stock will be issued in a separate series (e.g., Series A-2, Series A-3, etc.) pursuant to a new certificate of designation for each such series filed by the Company with the Nevada Secretary of State. FNL (together with the other purchasers) has the right to participate in up to 33% of any subsequent issuance by the Company of Common Stock or Common Stock Equivalents, on the same terms, conditions and price provided for in such financing.
The Company expects to use the net proceeds from 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 information set forth in or incorporated by reference into Item 3, Item 4 and Item 5 of this Schedule 13D is incorporated herein by reference in its entirety to this Item 6.
Convertible Debenture
The Convertible Debenture issued to FNL have an initial aggregate principal amount of $4,500,000 and matures on August 21, 2029 (the "Maturity Date"). Upon the Company's receipt of Shareholder Approval and the filing of the Certificate of Designation with the Nevada Secretary of State, the Convertible Debenture will automatically convert into shares of Series A-1 Preferred Stock at a conversion price of $1,000 per share, resulting in the issuance of up to 4,500 Preferred Conversion Shares.
The Convertible Debenture accrues interest on the aggregate unconverted and then outstanding principal amount at the Applicable Federal Rate from the original issue date thereof, increasing to 8% per annum commencing on the first anniversary of the original issue date. Interest is payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the original issue date, on the conversion date, and on the Maturity Date, in each case payable in cash. From and after the occurrence and during the continuance of an Event of Default (as defined in the Convertible Debenture), the interest rate will increase by 5% per annum.
The Convertible Debenture is the direct, unsecured debt obligations of the Company.
So long as at least $2,250,000 in aggregate principal amount of the 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 Company may not prepay any portion of the principal amount of a Convertible Debenture without the prior written consent of the holders of the Convertible Debentures.
Series A-1 Preferred Stock and AIR Preferred Stock
The stated value of the Series A-1 Preferred Stock is $1,000 per share, subject to increase as set forth in the Certificate of Designation, and the stated value of the AIR Preferred Stock is $1,000 per share (as applicable, the "Stated Value"). Each share of the Series A-1 Preferred Stock and the AIR Preferred Stock will be convertible, at any time and from time to time, from and after the applicable original issue date thereof at the option of the holder thereof, into that number of shares of Common Stock (subject to the Beneficial Ownership Limitation (as defined in the Certificate of Designation) and the Issuable Maximum) determined by dividing the Stated Value of such share of the Series A-1 Preferred Stock and the AIR Preferred Stock, as applicable, by the conversion price thereof.
The initial conversion price for the Series A-1 Preferred Stock is $4.25 per share, which is equal to 105% of the average of the daily VWAPs for the five trading days prior to August 21, 2026, and is subject to adjustment as described in the Certificate of Designation, including in the event of dilutive issuances (subject to certain exceptions).
The Series A-1 Preferred Stock and AIR Preferred Stock bear cumulative dividends that accrue at a per annum rate of 8%, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first anniversary of the issuance date of the Series A-1 Preferred Stock and AIR Preferred Stock, as applicable, and on each Conversion Date (as defined in the applicable certificate of designation) thereafter, 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.
Except as otherwise set forth in the applicable certificate of designation or required by law, the Series A-1 Preferred Stock and AIR Preferred Stock have no voting rights.
Warrant
Pursuant to the Purchase Agreement, the Company agreed to issue to FNL a Warrant to purchase shares of Common Stock, equal to 100% of the shares of Common Stock issuable upon conversion of the shares of the Series A-1 Preferred Stock to be issued upon conversion of the Debenture. The Warrant is exercisable for an aggregate of up to 1,058,609 shares of Common Stock. The Warrant has an initial exercise price per share of $4.25, which is equal to the initial conversion price of the Series A-1 Preferred Stock (the "Exercise Price"). The Exercise Price is subject to adjustment on the same terms of adjustment set forth in the Certificate of Designation, including in the event of dilutive issuances (subject to certain exceptions). The Warrant will be exercisable, subject to the Beneficial Ownership Limitation and the Issuable Maximum, immediately upon issuance, and will have a term of exercise equal to five years.
If a registration statement under the Securities Act registering the resale of the shares of Common Stock underlying the Warrants is not effective, FNL may elect to exercise the Warrants through a cashless exercise.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the FNL and the other purchasers pursuant to which the Company agreed to file (a) a resale registration statement with respect to the public resale of the Common Stock issuable upon conversion of the Series A-1 Preferred Stock and upon exercise of the Warrants not later than 20 days after the Company receives Shareholder Approval, and to use commercially reasonable efforts to cause such registration statement to become effective no later than 45 days after the Company receives Shareholder Approval, or 75 days in the event of a "full review" by the Securities and Exchange Commission (the "SEC"), and (b) a resale registration statement with respect to the public resale of the Common Stock issuable upon conversion of the AIR Preferred Stock 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 Purchase Agreement, Debenture, Warrant, Certificate of Designation, and 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 B, C, D, E and F, and are incorporated herein by reference. |
