Expion360 (XPON) Prices $10 Million Underwritten Public Offering

Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), a lithium-ion battery power storage solutions company, today announced the pricing of a firm commitment underwritten public offering (“Offering”) with gross proceeds to the Company expected to be approximately $10.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The base Offering consists of 50,000,000 Common Units or Pre-Funded Units, each Unit consisting of one share of the Company’s common stock (“Common Stock”) or one pre-funded warrant to purchase one share of Common Stock (each, a “Pre-Funded Warrant”), two Series A warrants each to purchase one share of Common Stock (each, a “Series A Warrant”) and one Series B warrant to purchase such number of shares of Common Stock as determined in the Series B warrant (each, a “Series B Warrant” and together with the Series A Warrants, the “Common Warrants”). The purchase price of each Common Unit was $0.20, and the purchase price of each Pre-Funded Unit is $0.199 (which is equal to the public offering price per Common Unit minus $0.001). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all the Pre-Funded Warrants are exercised in full.

The Series A Warrants, will be exercisable beginning on the first trading day following the Company’s notice to the Series A Warrant holders of approval by the Company’s stockholders, will expire five (5) years from such date, and will have an initial exercise price of $0.24 per share. Each Series B Warrant will be exercisable immediately. The exercise price and number of shares of Common Stock issuable under the Series B Warrants are subject to adjustment as described in the Series B Warrant. The Company intends to use the net proceeds from the Offering to fully repay the Company’s outstanding debt of approximately $3.4 million, including an aggregate of approximately $0.7 million due to stockholders under certain unsecured promissory note agreements and approximately $2.7 million due under the senior convertible note issued to 3i, LP, as well as for working capital and general corporate purposes.

In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase additional shares of Common Stock and/or Pre-Funded Warrants and/or Common Warrants, representing up to 15% of the number of securities sold in the Offering, solely to cover over-allotments, if any.

The closing of the Offering is expected to occur on August 8, 2024, subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. acted as the Sole Bookrunner for the Offering. Stradling Yocca Carlson & Rauth LLP acted as counsel to the Company for the Offering. Kaufman & Canoles, P.C. served as counsel to Aegis Capital Corp. for the Offering.

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