UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 7, 2024, Expion360 Inc., a Nevada corporation (the “Company”), issued 100,000 shares (the “Shares”) of its common stock, par value $0.001 per share, pursuant to a Settlement and Mutual Release Agreement, dated May 2, 2024 (the “Settlement Agreement”), by and between the Company and Alexander Capital L.P. The Shares are being issued in consideration of the amount payable under the terms of the Settlement Agreement, and accordingly, no cash proceeds will be received by the Company from the issuance of the Shares.
The issuance of the Shares is being made pursuant to a Registration Statement on Form S-3 (File No. 333-272956) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 10, 2023, the base prospectus included in the Registration Statement dated July 10, 2023, and a prospectus supplement filed by the Company with the SEC on May 7, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Stradling Yocca Carlson & Rauth LLP | |
| 23.1 | Consent of Stradling Yocca Carlson & Rauth LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| EXPION360 INC. | ||
| Date: May 7, 2024 | By: | /s/ Brian Schaffner |
| Name: | Brian Schaffner | |
| Title: | Chief Executive Officer | |