Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM 8-K

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CURRENT REPORT 

 Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934 

 

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

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Expion360 Inc.

(Exact name of registrant as specified in its charter)

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

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2025 SW Deerhound Avenue

Redmond, OR 97756

(Address of principal executive offices and zip code)

[phone]

(Registrant's telephone number, including area code)

Not Applicable

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

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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 (§ 240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the 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 November 14, 2024, Expion360 Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

  

The information provided in Item 2.02 of this Current Report, including Exhibit 99.1 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 November 14, 2024
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: November 14, 2024	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

Expion360 Reports Third Quarter 2024 Financial Results

 

Q3 Sequential Revenue Growth of 8.7% Driven by New Products and Technologies

 

Seven New OEM and Distributor Relationships to Equip New Campers and RVs with Advanced Lithium-Ion Batteries

 

Closed $10 Million Underwritten Public Offering to Advance Commercialization of Home Energy Storage Solutions and Pursue Key Growth Initiatives

 

REDMOND, OR -- November 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 third quarter ended September 30, 2024.

 

Third Quarter & Subsequent 2024 Financial & Operational Highlights

 

·

Q3 2024 revenue totaled $1.4 million, up 8.7% sequentially from Q2 2024.

·

Q3 2024 net loss totaled $8.8 million compared to a net loss of $1.8 million in the prior year period, which was primarily the result of lower net sales and higher other expenses due to the change in fair value of warrants and settlement expense for the period ended September 30, 2024.

·

Partnered with Scout Campers, a subsidiary of Adventurer Manufacturing, Inc., to equip their high-quality campers with Expion360’s advanced lithium-ion batteries as a standard option, enhancing the energy efficiency and reliability of their products.

·

Partnered with Alaskan Camper, LLC d/b/a Alaskan Campers for Expion360’s state-of-the-art 12.8V GC2 162Ah VHC internally heated battery to come standard in all of their truck camper product lines.

·

Partnered with K-Z Recreational Vehicles (“K-Z RV”), a subsidiary of Thor Industries, Inc., for integration of Expion360’s 51.2V 60Ah Edge Vertical Heat Conduction™ (“VHC™”) heated batteries and new Group 27 12.8V 100Ah VHC™ heated batteries into their premium offerings.

·

Closed a firm commitment underwritten public offering with gross proceeds to the Company of approximately $10.0 million, before deducting underwriting discounts and other expenses payable by the Company.

 

Management Commentary

 

"The third quarter of 2024 was highlighted by sequential revenue growth and the addition of three new OEM customers,” said Brian Schaffner, Chief Executive Officer of Expion360. “Additionally, we have secured several other OEM partnerships and a new distributor, which will be officially announced at a later date. These partnerships expand our customer base as our recently introduced batteries and enhanced features continue to gain traction in the marketplace. We continued to make steady progress in our timeline to launch our next generation battery products, including two energy storage products currently under development, which includes undergoing the process to obtain UL safety certifications, in addition to other requirements for various Authorities Having Jurisdiction.

 

“Revenue grew sequentially for a third consecutive quarter, improving 8.7% from Q2 2024, highlighting our efforts to expand sales with our more than 300 resellers across the United States, consisting of dealers, wholesalers, private-label customers and OEMs who then sell our products to end consumers. Year over year sales continued to be impacted by the downturn in the RV market with the persistence of high interest rates. We believe the RV market will continue to gain ground through 2025, with shipments remaining steady in the short term and increasing traction heading into next year.

 

“During the quarter we took the opportunity to strengthen our balance sheet with the close of a public offering with gross proceeds of approximately $10.0 million. The net proceeds from the offering were used, in part, to fully repay the unsecured convertible promissory note issued to 3i, LP.

 

“We are also using proceeds from the offering to provide necessary funding to further develop our new e360 Home Energy Storage Solutions, targeting home and small commercial solar users and installers. Additionally, funds are being used to allocate inventory for the mentioned new original equipment manufacturer (“OEM”) relationships. Our two LiFePO4 battery storage solutions enable residential and small business customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages.

 

“Three recently named OEM customers highlight how we are leveraging our products’ superior capacity and flexibility to lead acid competitors to add critical new OEMs with recreational vehicle brands. Scout Campers offers a range of versatile truck campers designed to inspire outdoor adventures. Starting with model year 2025 production, each camper built by Scout Campers will feature a single Group 27 132Ah VHC internally heated lithium battery from Expion360. Through a collaboration with Alaskan Campers, our state-of-the-art 12.8V GC2 162Ah VHC internally heated battery will now become standard in all of Alaskan Campers’ truck camper product lines.

 

“With K-Z RV, we are integrating our cutting-edge battery technology into their premium offerings, enhancing the off-grid capabilities of their vehicles. K-Z RV’s Boondocker package, renowned for its exceptional off-grid features, will now include three Expion360 51.2V 60Ah Edge VHC heated batteries, with an option to expand to a fourth battery. K-Z RV will also offer two of our new Group 27 100Ah VHC Heated batteries as an option for their standard Off the Grid solar package. Taken together, these new relationships reflect our commitment to delivering energy solutions that meet the evolving needs of outdoor enthusiasts.

 

“Adding to the momentum created by these new customers, our team recently attended a very successful Elkhart RV Dealer Open House in September. More than 30 of the nation’s top RV manufacturers attended this event, which resulted in several new relationships with OEMs and one reseller who expressed interest across our product line, including our next generation GC2, Group 27, and new Edge batteries. We look forward to providing additional updates soon.

 

“I would also like to take this opportunity to mention that Paul Shoun, the Company’s Co-Founder, President, Chief Operating Officer, and Chairman of the Board, will be taking a temporary leave only from his duties as Chief Operating Officer and is expected to resume those responsibilities in February 2025. We expect Paul will continue to serve as Chairman of the Board during this time. Carson Heagen, the Company’s current VP of Operations, will be temporarily assuming the duties of Chief Operating Officer. Carson has been with the Company for almost four years and has significant experience and knowledge of our operations and products. We are confident that the role of Chief Operating Officer will be in very capable hands.

 

“Looking ahead, we are highly focused on scaling revenue through the introduction of new technologies and batteries, entering new retail markets, and expanding into complementary high-growth verticals to capture additional market share. We are supported by strong marketing initiatives and an expanding list of large customers and major resellers,” concluded Mr. Schaffner.

 

Third Quarter 2024 Financial Summary

 

For the third quarter of 2024, net sales totaled $1.4 million, a decrease of 26.5% from $1.9 million in the prior year period. The decrease in net sales 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 third quarter of 2024 totaled $0.2 million or 12.1% as a percentage of sales, as compared to $0.5 million or 25.0% as a percentage of sales in the prior year period. The decrease in gross profit was primarily attributable to decreases in sales which drove higher fixed overhead costs as well as the liquidation of some non-core product increasing our cost of sales above what it would have been without the liquidation.

 

Selling, general and administrative expenses were $2.1 million in the third quarter of 2024, as compared to $2.3 million in the third quarter of 2023.

 

Net loss for the third quarter of 2024 totaled $8.8 million, or $(24.55) per share, as compared to a net loss of $1.8 million, or $(26.25) per share in the prior year period.

 

The share, per share, and resulting financial amounts in this press release, including prior period metrics, have been adjusted to reflect the impact of the reverse stock split of the Company’s common stock, par value $0.001 per share, which was effective on October 8, 2024.

 

Nine Months 2024 Financial Summary

 

For the nine months ended September 30, 2024, net sales totaled $3.6 million, a decrease of 29.0% from $5.1 million in the prior year period.

 

Gross profit for the nine months ended September 30, 2024, totaled $0.7 million or 19.7% as a percentage of sales, compared to $1.4 million or 26.8% as a percentage of sales in the prior year period.

 

Selling, general and administrative expenses were $6.3 million, compared to $6.4 million in the prior year period.

 

Net loss for the nine months ended September 30, 2024, totaled $13.2 million, or $(78.63) per share, compared to a net loss of $5.3 million, or $(76.62) per share in the prior year period.

 

Cash and cash equivalents totaled $3.3 million at September 30, 2024, compared to $3.9 million at December 31, 2023.

 

Net cash used in operating activities totaled $6.6 million for the nine months ended September 30, 2024, compared to $4.2 million in the prior year period.

 

On August 8, 2024, the Company closed a public offering with gross proceeds of approximately $10.0 million. Subsequent to the closing of the public offering, all pre-funded warrants have been exercised for shares.

 

Conference Call

 

Expion360 will not host a quarterly conference call to discuss its financial results for the third quarter ended September 30, 2024. For further detail and discussion of the Company’s financial performance, please refer to the Company’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2024. We look forward to providing future updates on our business and expect to return to our normal cadence of quarterly conferences calls beginning with our FY 2024 results in the first quarter of 2025.

 

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. On December 19, 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.

 

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.

 

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 beliefs about the Company’s operations, future development plans, growth prospects, market opportunity, including customer base and market conditions, product pipeline and development, the expected timing of the Company’s Chief Operating Officer’s return, and the expected timing of the Company’s next conference call to discuss the Company’s financial results. 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.

 

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

[e-mail]

www.mzgroup.us

 

 

Expion360 Inc.

Balance Sheets

 

		September 30, 2024 (unaudited)				December 31, 2023
Assets
Current Assets
Cash and cash equivalents		$	3,325,177			$	3,932,698
Accounts receivable, net			438,572				154,935
Inventory			3,365,292				3,825,390
Prepaid/in-transit inventory			1,361,990				163,948
Prepaid expenses and other current assets			278,445				189,418
Total current assets			8,769,476				8,266,389
Property and equipment			905,428				1,348,326
Accumulated depreciation			(396,094	)			(430,295	)
Property and equipment, net			509,334				918,031
Other Assets
Operating leases - right-of-use asset			822,694				2,662,015
Deposits			27,471				58,896
Total other assets			850,165				2,720,911
Total assets		$	10,128,975			$	11,905,331
Liabilities and stockholders' equity
Current liabilities
Accounts payable		$	334,632			$	286,985
Customer deposits			41,249				17,423
Accrued expenses and other current liabilities			214,499				292,515
Convertible note payable			—				2,082,856
Derivative liability - warrants			5,886,823				—
Current portion of operating lease liability			260,024				522,764
Current portion of stockholder promissory notes			—				762,500
Current portion of long-term debt			32,178				50,839
Total current liabilities			6,769,405				4,015,882
Long-term-debt, net of current portion			207,752				298,442
Operating lease liability, net of current portion			606,969				2,241,325
Total liabilities		$	7,584,126			$	6,555,649

 

Stockholders' equity
Preferred stock, par value $.001; 20,000,000 authorized; zero shares issued and outstanding		—				—
Common stock, par value $.001; 200,000,000 shares authorized; 918,724 and 69,230 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			919				69
Additional paid-in capital			36,867,524				26,445,378
Accumulated deficit			(34,323,594	)			(21,095,765	)
Total stockholders' equity			2,544,849				5,349,682
Total liabilities and stockholders' equity		$	10,128,975			$	11,905,331

 

 

Expion360 Inc.

Statements of Operations (Unaudited)

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
Net sales		$	1,389,495			$	1,890,115			$	3,639,462			$	5,122,415
Cost of sales			1,220,804				1,417,552				2,922,786				3,752,006
Gross profit			168,691				472,563				716,676				1,370,409
Selling, general and administrative			2,096,468				2,290,955				6,290,202				6,363,514
Loss from operations			(1,927,777	)			(1,818,392	)			(5,573,526	)			(4,993,105	)
Other expense
Interest income			(14,589	)			(33,048	)			(60,049	)			(100,945	)
Interest expense			467,715				27,491				971,561				92,067
Loss on sale of property and equipment			146,454				—				146,760				3,426
Settlement expense			400,900				—				709,900				281,680
Other (income) / expense			5,885,940				—				5,884,751				(394	)
Total other (income) / expense			6,886,420				(5,557	)			7,652,923				275,834
Loss before income taxes			(8,814,197	)			(1,812,835	)			(13,226,449	)			(5,268,939	)
Franchise taxes / (refund)			460				1,380				1,379				1,342
Net loss		$	(8,814,657	)		$	(1,814,215	)		$	(13,227,828	)		$	(5,270,281	)
Net loss per share (basic and diluted)		$	(24.55	)		$	(26.25	)		$	(78.63	)		$	(76.62	)
Weighted-average number of common shares outstanding			358,990				69,107				168,219				68,787

 

 

Expion360 Inc.
Statements of Cash Flows (Unaudited)

 

		For the Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities
Net loss		$	(13,227,828	)		$	(5,270,281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			139,876				153,714
Amortization of convertible note costs			667,144				—
Loss on sale of property and equipment			146,760				3,426
Decrease in allowance for doubtful accounts			—				(18,804	)
Stock-based settlement			209,000				251,680
Stock-based compensation			545,527				189,831
Decrease in right-of-use assets and lease liabilities			(67,777	)			—
Increase in derivative liability			5,886,823				—
Changes in operating assets and liabilities:
Increase in accounts receivable			(283,637	)			(156,445	)
Decrease in inventory			460,100				371,653
Increase in prepaid/in-transit inventory			(1,198,042	)			38,964
Increase in prepaid expenses and other current assets			(89,027	)			(45,759	)
Decrease in deposits			31,425				5,005
Increase in accounts payable			47,646				206,986
Increase in customer deposits			23,826				46,190
Increase / (decrease) in accrued expenses and other current liabilities			48,851				(6,371	)
Increase in right-of-use assets and lease liabilities			10,002				22,494
Net cash used in operating activities			(6,649,331	)			(4,207,717	)
Cash flows from investing activities
Purchases of property and equipment			(10,550	)			(20,170	)
Net proceeds from sale of property and equipment			132,611				36,748
Net cash provided by investing activities			122,061				16,578
Cash flows from financing activities
Principal payments on convertible note			(2,750,000	)			—
Principal payments on long-term debt			(109,352	)			(148,986	)
Principal payments on stockholder promissory notes			(762,500	)			—
Net proceeds from exercise of warrants			31,420				49,777
Net proceeds from issuance of common stock			9,510,181				—
Net cash provided by / (used in) financing activities			5,919,749				(99,209	)
Net change in cash and cash equivalents			(607,521	)			(4,290,348	)
Cash and cash equivalents, beginning			3,932,698				7,201,244
Cash and cash equivalents, ending		$	3,325,177			$	2,910,896

 

		For the Nine Months Ended September 30,
Supplemental disclosure of cash flow information:		2024				2023
Cash paid for interest		$	61,570			$	92,136
Cash paid for franchise taxes		$	—			$	1,342
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		$	90,839			$	—
Issuance of common stock for payment on accrued compensation		$	36,029			$	—
Cashless warrant exercises		$	—			$	41

 

 

 

 

 

 

 

 

Cover	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 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

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