Part I [Business](index=7&type=section&id=Item%201.%20Business) Expion360 designs and sells LiFePO4 batteries for RV, marine, and home energy markets, aiming to onshore production and capitalize on the shift to lithium - The company focuses on designing, assembling, and selling LiFePO4 batteries and accessories for RVs, marine applications, and home energy storage, with plans to enter industrial markets[21](index=21&type=chunk) - Expion360 aims to capitalize on the market conversion from lead-acid to lithium batteries and is expanding into the home energy storage market with its e360 Home Energy Storage System[23](index=23&type=chunk)[24](index=24&type=chunk) - The company's competitive strengths include superior battery capacity compared to lead-acid competitors (**3-4 times the lifespan**, **10 times the charging cycles**), flexible battery pack design, and expansion into new product areas like the AURA POWERCAP™ and e360 SmartTalk mobile app[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) - Expion360 relies on third-party manufacturers in Asia for its batteries and cells but has a long-term goal to onshore manufacturing to its Redmond, Oregon headquarters[22](index=22&type=chunk)[44](index=44&type=chunk) - The company has significant customer concentration, with two customers accounting for approximately **21% of total sales in the year ended December 31, 2023**[49](index=49&type=chunk) - To protect its technology, the company has filed **11 patent applications** (**7 design**, **4 utility**) and owns **15 trademark registrations** in the United States[50](index=50&type=chunk)[51](index=51&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces intense competition, recurring net losses, a "going concern" warning, customer concentration, supply chain dependence, and product liability risks - The company has a history of net losses, reporting a net loss of **$7.5 million** for both the years ended December 31, 2023, and 2022[65](index=65&type=chunk) - The company's audited financial statements include a "going concern" explanatory paragraph, indicating substantial doubt about its ability to continue operations over the next twelve months due to recurring losses and negative cash flows[68](index=68&type=chunk) - Significant customer concentration risk exists, with two customers accounting for **21% of total sales in 2023** and three customers accounting for **41% in 2022**[70](index=70&type=chunk) - The company is heavily dependent on third-party manufacturers in Asia, with approximately **70% and 85% of inventory purchases** made from foreign suppliers in 2023 and 2022, respectively[82](index=82&type=chunk) - The company's co-founder and former CEO, John Yozamp, along with his brother, beneficially own approximately **21.5% and 7.1%** of the outstanding common stock, respectively, giving them substantial influence over stockholder matters[134](index=134&type=chunk) - As an "emerging growth company," Expion360 takes advantage of reduced reporting requirements, which could make its securities less attractive to some investors[125](index=125&type=chunk) [Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved comments from the Securities and Exchange Commission staff - None[138](index=138&type=chunk) [Cybersecurity](index=31&type=section&id=Item%201C.%20Cybersecurity) Expion360 maintains a cybersecurity risk management program overseen by its COO and Board, with no material incidents reported despite increasing threats - The company has a cybersecurity risk management program, overseen by the Chief Operating Officer, which is integrated into its overall risk management systems and involves third-party consultants[141](index=141&type=chunk) - The Board of Directors and the Audit Committee actively oversee cybersecurity threats, with the Audit Committee receiving regular updates from management on data protection, cybersecurity risks, and incident response plans[144](index=144&type=chunk)[145](index=145&type=chunk) - While no material adverse effects from cybersecurity incidents have been reported, the company acknowledges that threats are pervasive and increasing[143](index=143&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters, a large warehouse for future assembly, and a distribution facility, all deemed sufficient for near-term needs Leased Facilities | Location | Size (sq. ft.) | Purpose | Monthly Rent (as of early 2023) | | :--- | :--- | :--- | :--- | | Redmond, OR | ~15,000 | Corporate HQ, Engineering, Sales, Warehouse | ~$19,000 | | Redmond, OR | ~31,400 | Warehousing, Future Assembly Plant | ~$32,400 | | Elkhart, IN | ~7,000 | Office Space, Local Warehousing/Distribution | $4,900 | [Legal Proceedings](index=32&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings expected to adversely affect its financial condition - The company is not currently party to any material pending legal proceedings[151](index=151&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure item is not applicable to the company's operations - Not applicable[153](index=153&type=chunk) Part II [Market for Common Equity and Related Matters](index=34&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Expion360's common stock trades on Nasdaq, has never paid dividends, and retains IPO proceeds for business growth - The company's common stock began trading on the Nasdaq Capital Market under the symbol "XPON" on April 1, 2022[155](index=155&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future, retaining funds for operations and growth[156](index=156&type=chunk) - The company completed its IPO on April 5, 2022, raising net proceeds of **$14,772,487**. The use of these proceeds remains consistent with the plans disclosed in the final prospectus[159](index=159&type=chunk)[160](index=160&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=35&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A covers decreased net sales, lower gross profit, increased SG&A, flat net loss, tightened liquidity, recent financing, and a "going concern" warning [Recent Developments](index=35&type=section&id=MD%26A_Recent_Developments) Recent developments include executive changes, securing a $2.75 million convertible note and a $20 million equity line, and introducing new battery products - In December 2023, the company entered into a securities purchase agreement for a **$2.75 million** senior unsecured convertible note and a common stock purchase agreement for a **$20 million** equity line of credit[169](index=169&type=chunk)[170](index=170&type=chunk) - In January 2024, the company introduced its next-generation GC2 and Group 27 series LiFePO4 batteries, featuring higher amp-hour options and advanced technology like internal heating and Bluetooth communication[171](index=171&type=chunk) - In early 2024, the company paid off a **$62,500** stockholder note and sold three trucks, paying off approximately **$86,300** in related vehicle loans[172](index=172&type=chunk) [Results of Operations (FY 2023 vs. FY 2022)](index=40&type=section&id=MD%26A_Results_of_Operations) Fiscal year 2023 saw a 16.5% decrease in net sales, a 31.2% drop in gross profit, a 6.1% rise in SG&A, and a flat net loss of $7.5 million Fiscal Year Operating Results Comparison | | 2023 | 2022 | | :--- | :--- | :--- | | **Net Sales** | $5,981,134 | $7,162,837 | | **Gross Profit** | $1,575,523 | $2,288,445 | | *Gross Margin* | *26.3%* | *31.9%* | | **Loss from Operations** | ($7,169,612) | ($5,953,414) | | **Net Loss** | ($7,456,274) | ($7,536,540) | - Net sales decreased by **$1.2 million** (**16.5%**) year-over-year, primarily due to a decrease in OEM sales driven by a slowdown in the consumer market[194](index=194&type=chunk) - Gross profit margin decreased by **5.6 percentage points to 26.3% in 2023**, attributed to lower sales volumes which reduced economies of scale on fixed costs[196](index=196&type=chunk) - SG&A expenses increased by **$503,000** (**6.1%**) due to higher legal and professional fees (**$2.0M vs $0.9M**), sales and marketing (**$0.9M vs $0.7M**), and R&D (**$0.4M vs $0.3M**), which offset a significant decrease in salaries and benefits[197](index=197&type=chunk)[198](index=198&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=MD%26A_Liquidity_and_Capital_Resources) Liquidity tightened with cash decreasing to $3.9 million, leading to a "going concern" warning, prompting new financing through a convertible note and equity line Cash Flow Summary | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($5,531,232) | ($5,468,572) | | **Net cash provided by / (used in) investing activities** | $16,578 | ($515,692) | | **Net cash provided by financing activities** | $2,246,108 | $12,412,270 | - Cash and cash equivalents decreased from **$7.2 million** at year-end 2022 to **$3.9 million** at year-end 2023[202](index=202&type=chunk) - Recurring losses and negative cash flows have raised substantial doubt about the company's ability to continue as a going concern[206](index=206&type=chunk) - As of December 31, 2023, the company had outstanding debt including a **$2.8 million** short-term convertible note, **$762,500** in stockholder loans, and **$349,000** in other long-term debt[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=MD%26A_Critical_Accounting_Policies) Critical accounting policies involve inventory valuation, property and equipment, lease accounting (ASC 842), and revenue recognition upon transfer of control - Inventory is stated at the lower of cost (first-in, first-out) or net realizable value. As of Dec 31, 2023, inventory consisted of **$2.97M** in finished goods and **$0.86M** in raw materials[226](index=226&type=chunk) - Leases are accounted for by recognizing a right-of-use (ROU) asset and a lease liability based on the present value of future lease payments, using the company's incremental borrowing rate[229](index=229&type=chunk)[230](index=230&type=chunk) - Revenue is recognized upon shipment or delivery to the customer, which is when the performance obligation is satisfied and control transfers[232](index=232&type=chunk) - Research and development costs are expensed as incurred and amounted to **$391,148 in 2023**, up from **$270,100 in 2022**[234](index=234&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Expion360 is exempt from providing quantitative and qualitative market risk disclosures - The company is not required to provide this information as it qualifies as a smaller reporting company[238](index=238&type=chunk) [Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the consolidated financial statements and notes, located starting on page F-1 of the report - The company's financial statements are located in the 'Index to Financial Statements' starting on page F-1 of the report[239](index=239&type=chunk) [Changes in and Disagreements with Accountants](index=47&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[240](index=240&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[241](index=241&type=chunk) - Based on the COSO framework, management concluded that internal control over financial reporting was effective as of December 31, 2023[243](index=243&type=chunk) - As an emerging growth company, this annual report does not include an attestation report from the company's registered public accounting firm on internal controls[244](index=244&type=chunk) [Other Information](index=47&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[246](index=246&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](index=48&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspection) This disclosure item is not applicable to the company - Not applicable[248](index=248&type=chunk) Part III [Directors, Executive Compensation, Security Ownership, and Related Matters](index=49&type=section&id=Item%2010,%2011,%2012,%2013,%2014) Information for Items 10-14, covering directors, executive compensation, and security ownership, is incorporated by reference from the 2024 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's 2024 definitive Proxy Statement[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=50&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists exhibits filed with the Annual Report and notes the omission of financial statement schedules due to inclusion elsewhere or non-applicability - The company's financial statements are listed in the 'Index to the Financial Statements' on page F-1[256](index=256&type=chunk) - All financial statement schedules are omitted as the information is not required or is already present in the financial statements or notes[257](index=257&type=chunk) [Form 10-K Summary](index=51&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[262](index=262&type=chunk) Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=54&type=section&id=Report_of_Independent_Registered_Public_Accounting_Firm) The auditor's report provides a fair presentation opinion but includes a "Going Concern" paragraph due to recurring losses and negative cash flows - The auditor's report includes a "Going Concern" paragraph, noting that the company's recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern[273](index=273&type=chunk) - The critical audit matter identified was related to Equity Transactions, specifically the valuation of options and warrants, which requires significant management judgment[279](index=279&type=chunk) [Financial Statements Data](index=56&type=section&id=Financial_Statements_Data) Financial statements show decreased assets, increased liabilities, a flat net loss of $7.5 million, and $5.5 million net cash used in operations Balance Sheet Highlights (As of Dec 31) | | 2023 | 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $8,266,389 | $12,342,817 | | **Total Assets** | $11,905,331 | $16,698,931 | | **Total Current Liabilities** | $4,015,882 | $1,572,953 | | **Total Liabilities** | $6,555,649 | $5,091,966 | | **Total Stockholders' Equity** | $5,349,682 | $11,606,965 | Statement of Operations Highlights (For the Year Ended Dec 31) | | 2023 | 2022 | | :--- | :--- | :--- | | **Sales, net** | $5,981,134 | $7,162,837 | | **Gross Profit** | $1,575,523 | $2,288,445 | | **Loss from Operations** | ($7,169,612) | ($5,953,414) | | **Net Loss** | ($7,456,274) | ($7,536,540) | | **Net Loss Per Share** | ($1.08) | ($1.23) | Statement of Cash Flows Highlights (For the Year Ended Dec 31) | | 2023 | 2022 | | :--- | :--- | :--- | | **Cash flows from operating activities** | ($5,531,232) | ($5,468,572) | | **Cash flows from investing activities** | $16,578 | ($515,692) | | **Cash flows from financing activities** | $2,246,108 | $12,412,270 | | **Net change in cash** | ($3,268,546) | $6,428,006 | | **Cash at end of period** | $3,932,698 | $7,201,244 | [Notes to the Financial Statements](index=61&type=section&id=Notes_to_the_Financial_Statements) Notes reiterate the "going concern" issue, detail customer concentration, debt structure, stock-based compensation, deferred tax assets, and subsequent events - Note 2 reiterates that recurring losses and negative cash flows raise substantial doubt about the company's ability to continue as a going concern[301](index=301&type=chunk) - During 2023, sales to two customers totaled **$1.2 million**, or **21% of total sales**. Four other customers represented **90% of total accounts receivable** at year-end[323](index=323&type=chunk) - In December 2023, the company entered into a **$2.75 million** convertible note financing agreement with a **10% original issue discount** and a **9.0% interest rate**, maturing in December 2024[358](index=358&type=chunk) - Under its 2021 Incentive Award Plan, the company granted **245,500 stock options** and **48,780 RSUs** during 2023. Total stock-based compensation expense for 2023 was **$495,320**[384](index=384&type=chunk) - The company maintains a full valuation allowance against its net deferred tax assets of **$3.8 million**, as it is more likely than not that these assets will not be realized[394](index=394&type=chunk)[399](index=399&type=chunk) - Subsequent to year-end, in January 2024, the company paid executive bonuses for 2023 performance in cash and RSUs and repaid a **$62,500** stockholder note[403](index=403&type=chunk)[406](index=406&type=chunk)

Exhibit 99.1 Expion360 Reports Fourth Quarter and Full Year 2023 Financial Results Innovative New Products & Customization Form Factors with Leading RV OEMs Expected to Position Company for Increased Market Share & Revenue Growth in 2024 Fortified Balance Sheet Enables Company to Expand Revenue Profile with Newly Launched Home Energy Storage Systems (ESS) 2024 Anticipated Milestones Include: New Strategic Partnerships, OEM Expansion and Disruptive Product Launches Across Multiple Market Segments REDMOND, OR ...

As filed with the Securities and Exchange Commission on February 7, 2024 Registration No. 333-276663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXPION360 INC. (Exact name of registrant as specified in its charter) of Incorporation or Organization) Classification Code Number) Identification No.) Nevada 3691 81-2701049 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer 2025 SW ...

As filed with the Securities and Exchange Commission on January 31, 2024 Registration No. 333-276663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXPION360 INC. (Exact name of registrant as specified in its charter) of Incorporation or Organization) Classification Code Number) Identification No.) Nevada 3691 81-2701049 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer 2025 SW ...

As filed with the Securities and Exchange Commission on January 23, 2024 Registration No. 333- Nevada 3691 81-2701049 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXPION360 INC. (Exact name of registrant as specified in its charter) 2025 SW Deerhound Ave. Redmond, ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______. Commission File Number 001-41347 EXPION360 INC. (Exact name of registrant as specified in its charter) Nevada (state or other jurisdiction of incor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______. Commission File Number 001-41347 EXPION360 INC. (Exact name of registrant as specified in its charter) Nevada (state or other jurisdiction of incorporat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or | 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, $.001 par | XPON | The NASDAQ Stock Market LLC | | value | | | ☐ TRANSITION REPORT PURSUANT TO SECT ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-41347 Expion360 Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 81-2701049 (State or other jurisdiction of incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______. Commission File Number 001-41347 EXPION360 INC. (Exact name of registrant as specified in its charter) Nevada (state or other jurisdiction of incor ...