UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 14, 2025, in order to raise cash proceeds and simplify its capitalization structure, Expion360 Inc. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Letter”) with (a) the holders of a substantial majority of the Company’s existing outstanding Series A warrants (the “August Series A Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issued on August 8, 2024, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2024; and (b) all of the holders of the Company’s existing outstanding warrants (the “January Warrants”) to purchase shares of Common Stock, issued on January 3, 2025, as described in the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025. The Series A Warrants became exercisable on September 30, 2024 and can be exercised until September 30, 2029. The January Warrants were immediately exercisable upon issuance and can be exercised until January 3, 2030.
Pursuant to the Inducement Letter, in exchange for the simultaneous exercise of the August Series A Warrants or January Warrants, as applicable, the Company reduced the exercise price of the August Series A Warrants and of the January Warrants from $5.206 per share and $2.36 per share, respectively, to $1.31 per share.
The shares of Common Stock underlying the August Series A Warrants have been registered for resale by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-280996) initially filed with the SEC on July 25, 2024 under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective by the SEC on August 6, 2024. The shares of Common Stock underlying the January Warrants have been registered for resale pursuant to a Registration Statement on Form S-1 (File No. 333-284354) filed with the SEC on January 17, 2025, and declared effective by the SEC on February 11, 2025.
The foregoing description of the terms of the Inducement Letter is not intended to be complete and is qualified in its entirety by reference to the Form of Inducement Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference. The Inducement Letter contains customary representations, warranties, and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information contained in Item 1.01 of this Current Report is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of Inducement Letter | |
| 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: August 14, 2025 | By: | /s/ Brian Schaffner |
| Name: | Brian Schaffner | |
| Title: | Chief Executive Officer | |