0001894954 0001894954 2025-08-07 2025-08-07 0001894954 1 2025-08-07 2025-08-07 0001894954 2 2025-08-07 2025-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Expion360 Inc.

(Exact name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.001 per share

457(c) and (h)

750,000(2)

$1.15(3)

$862,500

0.00015310

$132.05

Equity

Common Stock, par value $0.001 per share

457(c) and (h)

500,000(4)

$0.98(5)

$490,000

0.00015310

$75.02

Total Offering Amounts

$1,352,500

$207.07

Total Fees Previously Paid

   

Total Fee Offsets

Net Fee Due

$207.07

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) that become issuable under the Expion360 Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Expion360 Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

 

(2)

Represents shares of Common Stock that were added to the shares authorized for issuance under the 2021 Plan pursuant to an amendment to the 2021 Plan approved by the Registrant’s stockholders on July 31, 2025.

 

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on $1.15 per share, the average of the high ($1.20) and low ($1.10) prices of the Common Stock, as reported on the Nasdaq Capital Market on August 5, 2025, a date within five business days prior to the filing of this Registration Statement.

 

(4)

Represents shares of Common Stock that were added to the shares authorized for issuance under the 2021 ESPP pursuant to an amendment to the 2021 ESPP approved by the Registrant’s stockholders on July 31, 2025.

 

(5)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on 85% of $1.15 per share, the average of the high ($1.20) and low ($1.10) prices of the Common Stock, as reported on the Nasdaq Capital Market on August 5, 2025, a date within five business days prior to the filing of this Registration Statement. Pursuant to the terms of the 2021 ESPP, shares are sold at 85% of the fair market value of the Common Stock on the last trading day of each offering period.