Expion360 Inc美股招股说明书(2025-02-18版)

EXPION360 INC. This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus (together with theirrespective permitted transferees or other successors-in-interest, the “selling stockholders”) of up to an aggregate 1,048,386 shares (the“Common Warrant Shares”) of common stock,par value $0.001 per share (the “Common Stock”),of Expion360 Inc. (the “Company,”“Expion360,” “we,” “us,” or “our”). The Common Warrant Shares may be issued upon the exercise of warrants issued in a privateplacement (the “Common Warrants”) consummated by the Company concurrently with a registered direct offering on January 3, 2025(the private placement, together with the registered direct offering, the “Offering”). See the sections of this prospectus titled “TheOffering” and “Selling Stockholders” for additional information. The selling stockholders may offer and sell the Common Warrant Shares in a number of different ways and at varying prices, includingthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privatelynegotiated prices. We provide additional information about how the selling stockholders may sell the Shares in the “Plan ofDistribution” section on page 75 of this prospectus. The selling stockholders may be deemed to be “underwriters” within the meaningof Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sales of the CommonWarrant Shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealermanagers or similar expenses, if any, incurred for the sale of the Common Warrant Shares. We will pay the expenses (except brokeragefees and commissions and similar expenses) incurred in registering the Common Warrant Shares, including legal and accounting fees.Aegis Capital Corp. (the “placement agent”) acted as exclusive placement agent in the Offering. See the section of this prospectustitled “Plan of Distribution” for additional information. We are not offering any shares of Common Stock for sale under this prospectus and will not receive proceeds from the sale of theCommon Warrant Shares, if any, by the selling stockholders. All net proceeds from the sale of the Common Warrant Shares will go tothe selling stockholders. However, we will receive the proceeds from any exercise of the Common Warrants if the holders do notexercise on a cashless basis. See the section of this prospectus titled “Use of Proceeds.” We are registering the offer and resale of theCommon Warrant Shares to satisfy contractual obligations owed by us to the selling stockholders pursuant to a registration rightsagreement, dated January 2, 2025 (the “Registration Rights Agreement”) we entered with the selling stockholders. Our registration ofthe Common Warrant Shares does not mean the selling stockholders will offer or sell any of the Common Warrant Shares. If the1,048,386 Common Warrant Shares offered by the selling stockholders under this prospectus were issued and outstanding as of thedate hereof, such shares would represent, as of the date hereof, approximately 25.0% of the total number of shares of our CommonStock outstanding as of February 12, 2025, and approximately 25.0%of the total number of outstanding shares of our Common Stockheld by non-affiliates as of February 12, 2025. Any Common Warrant Shares resold hereunder will have been issued by us andacquired by the selling stockholders prior to such resale. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “XPON.” On February 12, 2025, the lastreported sale price of our Common Stock on Nasdaq was $1.43 per share. We are an “emerging growth company” as that term is usedin the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced publiccompany reporting requirements for this prospectus and future filings. Investing in our Common Stock is speculative and involves a high degree of risk. See the section of this prospectus titled “RiskFactors” beginning on page 9 for a discussion of information that should be considered in connection with an investment in ourCommon Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February 14, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiMARKET, INDUSTRY, AND OTHER DATAiiiPROSPECTUS SUMMARY1THE OFFERING6SECURITIES OFFERED7RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS26USE OF PROCEEDS28DETERMINATION OF OFFERING PRICE28MARKET INFORMATION AND DIVIDEND POLICY28DILUTION29MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS31BUSINESS48MANAGEMENT56EXECUTIVE COMPENSATIO