Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 14, 2024

Expion360 Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-41347	81-2701049
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

2025 SW Deerhound Avenue
Redmond, OR		97756
(Address of principal executive offices)		(Zip Code)

(541) 797-6714

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		XPON		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company [X]

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 2.02.

Results of Operations and Financial Condition.

On May 14, 2024, Expion360 Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The Company plans to hold a conference call regarding its financial results. The conference call will be accompanied by the presentation deck (the “Presentation”) furnished hereto as Exhibit 99.2 and incorporated herein by reference. A copy of the Presentation is also available on the Company’s investor relations website located at investors.expion360.com. The information included on the Company’s website is not incorporated by reference into this Current Report on Form 8-K (this “Current Report”), or into any other Company filing with the Securities and Exchange Commission unless otherwise expressly indicated.

The information provided in Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release dated May 14, 2024

99.2		Presentation of Expion360 Inc.

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 14, 2024	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer

Exhibit 99.1

Expion360 Reports First Quarter 2024 Financial Results

Positioned for Increased Market Share & Revenue Growth with New Products and Technologies

Substantial Preorders of Next Generation Group 27 and GC2 Batteries that Now Include Proprietary Vertical Heat Conduction™ Internal Heating Technology

2024 Anticipated Milestones Include: New Strategic Partnerships, OEM Expansion and Disruptive Product Launches Across Multiple Market Segments

REDMOND, OR -- May 14, 2024 -- Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, today reported its financial and operational results for the first quarter ended March 31, 2024.

First Quarter & Subsequent 2024 Financial & Operational Highlights

Q1 2024 Revenue totaled $1.0 million, up 13% sequentially from Q4 2023.

Q1 2024 Net loss totaled $2.2 million compared to a net loss of $2.0 million in the prior year period as the Company continued to invest in new product development and launches.

Received substantial preorders of next generation Group 27 and GC2 series lithium iron phosphate (“LiFePO4") batteries, which now include Expion360’s proprietary Vertical Heat Conduction™ (“VHC™”) internal heating technology, a patent-pending innovation. Expion360 began taking pre-orders of the new Group 27 and GC2 batteries in Q1 2024 and commenced deliveries in May 2024.

In May 2024, announced the launch of the Edge™ battery available in both 12.8V and 51.2V configurations, featuring a slim profile that maximizes available space without compromising performance and is now available for preorder.

Achieved UL 1973 compliance for 450Ah EX1 batteries, reaffirming commitment to safety and innovation in the rapidly growing lithium battery industry.

On April 30, 2024, released specifications for the Company’s new Home Energy Storage Solutions battery.

Management Commentary

"In the first quarter of 2024 we fortified our position as a leader in premium LiFePO4 batteries with next generation battery product launches and new technologies,” said Brian Schaffner, Chief Executive Officer of Expion360. “With continued existing product momentum for an improving RV market, we also are scaling efforts into other verticals and channels such as marine, overland and light electric vehicles, and introducing products for home energy and commercial applications.

“First quarter sales continued to be impacted by the battery business for RVs year over year, but improved 13% sequentially from the fourth quarter. According to the RV Industry Association, RV shipments were up over 9% through the first quarter of 2024. As the RV market returns, we are well positioned with our superior capacity and flexibility to lead acid competitors with a strong focus on safety, quality, service and innovation for our more than 300 resellers across the United States, consisting of dealers, wholesalers, private-label customers and original equipment manufacturers (“OEMs”) who then sell our products to end consumers.

“We continue to innovate and expand our product line and have received substantial preorders of our next generation Group 27 and GC2 batteries, with shipments beginning now. These batteries include our proprietary VHC™ internal heating technology, a patent-pending innovation representing a significant breakthrough in battery performance, particularly in cold climates. VHC™ heating technology utilizes Positive Temperature Coefficient Heating Film to ensure uniform heat distribution across each cell, promoting optimal battery performance even in extreme cold conditions. The sophisticated Battery Management System provides real-time monitoring and control, enhancing operational safety and longevity in cold temperatures. The new versions also include higher amp-hour 4.0Ah and 4.5Ah cell technology, Bluetooth® and controller area network communication.

“Most recently, we announced the launch of the Edge™ battery available in both 12.8V and 51.2V configurations, incorporating VHC™ and is equipped with Integrated SmartTalk™ Bluetooth and CAN Bus communication, allowing users to monitor battery performance in real-time. The Edge™ features a slim profile with dimensions of just 4.2 inches in height, 17.5 inches in width, and 21.9 inches in length, offering flexibility for installation in a variety of applications and maximizing available space without compromising performance.

“We expect to begin taking orders for the new e360 Home Energy Storage System (“ESS”) beginning in the second quarter of 2024 with shipments expected to begin in the second half of the year, growing our portfolio from recreational vehicles and marine applications into home energy applications. These two LiFePO4 battery storage solutions will enable residential and small business customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages. We believe consumer uptake of home energy storage can rapidly scale with the introduction of products that improve price, flexibility, and integration.

“Looking ahead, we anticipate additional orders as the RV market recovers given our marketing initiatives and expanding product line. We continue to work towards additional OEM market penetration as well as growing demand from customers looking to achieve greater power density, better reliability and superior quality for their energy storage needs. We look forward to providing future updates on our business in the months ahead,” concluded Mr. Schaffner.

First Quarter 2024 Financial Summary

For the first quarter of 2024, revenue totaled $1.0 million, decreasing 35.5% from $1.5 million in the prior year period. The decrease was primarily attributable to the lingering effects of the downturn in the RV market, combined with customers limiting orders in anticipation of the availability of our new products with enhanced features.

Gross profit for the first quarter of 2024 totaled $0.2 million or 22.9% of revenue, as compared to $0.4 million or 29.4% of revenue in the prior year period. The decrease in gross profit as a percentage of revenue was primarily attributable to decreases in sales which drove higher fixed overhead costs per unit.

Selling, general and administrative expenses increased to $2.2 million compared to $2.1 million in the prior year period. The increase was primarily due to salaries and benefits which included non-cash stock-based compensation, and sales and marketing increases, offset by significant reductions in legal and professional fees.

Net loss for the first quarter of 2024, totaled $2.2 million, or $(0.31) per share, and net loss of $2.0 million, or $(0.29) per share in the prior year period.

Cash and cash equivalents totaled $2.3 million at March 31, 2024, compared to $3.9 million at December 31, 2023. As previously announced, the Company received financing commitments of up to $22.5 million from 3i, LP and Tumim Stone Capital, LLC, providing additional operating liquidity and financial flexibility to support intellectual property and product development, and newly launched home energy storage solutions.

First Quarter 2024 Results Conference Call

Brian Schaffner, Chief Executive Officer and Greg Aydelott, Chief Financial Officer of Expion360 will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

To access the call, please use the following information:

Date:	Tuesday, May 14, 2024
Time:	4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)
Dial-in:	1-877-407-9039
International Dial-in:	1-201-689-8470
Conference Code:	13746144
Webcast:	https://viavid.webcasts.com/starthere.jsp?ei=1667094&tp_key=98b5c4683a

A telephone replay will be available commencing approximately three hours after the call and will remain available through May 28, 2024, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 13746144. The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available via the investor relations section of the Company’s website here.

About Expion360

Expion360 is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles and marine applications, with residential and industrial applications under development. In December 2023, the Company announced its entrance into the home energy storage market with the introduction of two premium LiFePO4 battery storage systems that enable residential and small business customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages. Please find the press release here.

The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion360 batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS and solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful and remote places on Earth even longer.

The Company is headquartered in Redmond, Oregon. Expion360 lithium-ion batteries are available today through more than 300 dealers, wholesalers, private-label customers, and OEMs across the country. To learn more about the Company, visit expion360.com.

VHC™, Vertical Heat Conduction™, Edge™, and SmartTalk™ are trademarks of Expion360.

Forward-Looking Statements and Safe Harbor Notice

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release, including statements about our beliefs and expectations, are "forward-looking statements" and should be evaluated as such. Examples of such forward-looking statements include, statements that use forward-looking words such as "projected," "expect," "possibility,” “believe,” “aim,” “goal,” “plan,” and "anticipate," or similar expressions. Forward-looking statements included in this press release include, but are not limited to, statements relating to the Company’s expectations about the Company’s operations, future development plans, growth prospects, product pipeline and development, anticipated timing of commercial availability of its products, beliefs about market size and opportunity, including customer base, and market conditions. Forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements.

The Company cautions that forward-looking statements are not historical facts and makes no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements following the date of this press release, whether as a result of new information, future events or otherwise, except as required by law.

Company Contact:

Brian Schaffner, CEO

541-797-6714

Email Contact

External Investor Relations:

Chris Tyson, Executive Vice President

MZ Group - MZ North America

949-491-8235

XPON@mzgroup.us

www.mzgroup.us

Expion360 Inc.

Balance Sheets

	As of March 31, 2024 (unaudited)			As of December 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	2,263,133		$	3,932,698
Accounts receivable, net		238,921			154,935
Inventory		3,780,617			3,825,390
Prepaid/in-transit inventory		118,811			163,948
Prepaid expenses and other current assets		233,171			189,418
Total current assets		6,634,653			8,266,389

Property and equipment		1,212,984			1,348,326
Accumulated depreciation		(421,836	)		(430,295	)
Property and equipment, net		791,148			918,031

Other Assets
Operating leases – right-of-use asset		2,532,252			2,662,015
Deposits		58,896			58,896
Total other assets		2,591,148			2,720,911
Total assets	$	10,016,949		$	11,905,331

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	282,420		$	286,985
Customer deposits		10,926			17,423
Accrued expenses and other current liabilities		248,905			292,515
Convertible note payable		2,206,067			2,082,856
Current portion of operating lease liability		535,576			522,764
Current portion of stockholder promissory notes		700,000			762,500
Current portion of long-term debt		31,472			50,839
Total current liabilities		4,015,366			4,015,882

Long-term debt, net of current portion and discount		223,954			298,442
Operating lease liability, net of current portion		2,102,605			2,241,325
Total liabilities	$	6,341,925		$	6,555,649

Stockholders’ equity
Preferred stock, par value $.001 per share; 20,000,000 shares authorized; zero shares issued and outstanding as of March 31, 2024 and December 31, 2023		—			—
Common stock, par value $.001 per share; 200,000,000 shares authorized; 7,046,853 and 6,922,912 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		7,047			6,923
Additional paid-in capital		26,956,682			26,438,524
Accumulated deficit		(23,288,705	)		(21,095,765	)
Total stockholders’ equity		3,675,024			5,349,682
Total liabilities and stockholders’ equity	$	10,016,949		$	11,905,331

Expion360 Inc.

Statements of Operations (Unaudited)

	For the Three Months Ended March 31,
	2024			2023
Net sales	$	971,859		$	1,507,177
Cost of sales		749,337			1,063,730
Gross profit		222,522			443,447
Selling, general and administrative		2,189,475			2,120,894
Loss from operations		(1,966,953	)		(1,677,447	)

Other (income) / expense:
Interest income		(26,865	)		(20,133	)
Interest expense		253,286			38,178
Gain on sale of property and equipment		306			—
Settlement expense		—			281,680
Other (income) / expense		(1,200	)		106
Total other expense		225,527			299,831
Loss before taxes		(2,192,480	)		(1,977,278	)

Franchise taxes		460			—
Net loss	$	(2,192,940	)	$	(1,977,278	)

Net loss per share (basic and diluted)	$	(0.31	)	$	(0.29	)
Weighted-average number of common shares outstanding		7,006,498			6,815,002

Expion360 Inc.
Statements of Cash Flows (Unaudited)

	For the Three Months Ended March 31,
	2024			2023
Cash flows from operating activities

Net loss	$	(2,192,940	)	$	(1,977,278	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		49,444			48,120
Amortization of convertible note costs		166,786
Loss on sale of property and equipment		306			—
Decrease in allowance for doubtful accounts		—			(18,804	)
Stock-based settlement		—			251,680
Stock-based compensation		315,853			—

Changes in operating assets and liabilities:
Increase in accounts receivable		(83,986	)		(311,923	)
Decrease in inventory		44,773			603,570
(Increase) / Decrease in prepaid/in-transit inventory		45,137			(1,086,577	)
Increase in prepaid expenses and other current assets		(43,753	)		(66,992	)
Decrease in deposits		—			5,005
Increase / (Decrease) in accounts payable		(4,565	)		895,845
Increase / (Decrease) in customer deposits		(6,497	)		208,553
Increase in accrued expenses and other current liabilities		33,669			19,638
Increase in right-of-use assets and lease liabilities		3,855			6,461
Net cash used in operating activities		(1,671,918	)		(1,422,702	)

Cash flows from investing activities
Purchases of property and equipment		(10,550	)		(9,280	)
Net proceeds from sale of property and equipment		87,684			—
Net cash provided by / (used in) investing activities		77,134			(9,280	)

Cash flows from financing activities
Principal payments on convertible note		(43,575	)		—
Principal payments on long-term debt		(93,855	)		(92,854	)
Principal payments on stockholder promissory notes		(62,500	)		—
Net proceeds from exercise of warrants		(4	)		49,787
Net proceeds from issuance of common stock		125,153			—
Net cash provided by / (used in) financing activities		(74,781	)		(43,067	)

Net change in cash and cash equivalents		(1,669,565	)		(1,475,049	)
Cash and cash equivalents, beginning		3,932,698			7,201,244
Cash and cash equivalents, ending		2,263,13 3			5,726,195

	For the Three Months Ended March 31,
Supplemental disclosure of cash flow information:	2024		2023
Cash paid for interest	$	12,748	$	38,399
Cash paid for franchise taxes	$	—	$	—

Non-cash financing activities :
Acquisition/modification of operating lease right-of-use asset and lease liability	$	—	$	13,993
Issuance of common stock for payment on accrued interest	$	41,250	$	—
Issuance of common stock for payment on accrued compensation	$	36,029	$	—
Issuance of common stock in exchange for short-term loan costs	$	63	$	—

Exhibit 99.2

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-41347
Entity Registrant Name	Expion360 Inc.
Entity Central Index Key	0001894954
Entity Tax Identification Number	81-2701049
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2025 SW Deerhound Avenue
Entity Address, City or Town	Redmond
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97756
City Area Code	(541)
Local Phone Number	797-6714
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	XPON
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false