Expion360 Inc

As filed with the Securities and Exchange Commission on January 23, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORMS-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, OR 97756

(541) 797-6714

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Corporation Service Company

112 North Curry Street

Carson City, NV 89703

(775) 684-5708

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan C. Wilkins

Amanda McFall

Stradling Yocca Carlson & Rauth LLP

660 Newport Center Drive, Suite 1600

Newport Beach, CA 92660

(949) 725-4000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JANUARY 23, 2024

PRELIMINARY PROSPECTUS

EXPION360 INC.

Up to 1,781,978 shares of Common Stock

This prospectus relates to the resale, from time to time, of up to 1,781,978 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Expion360 Inc. (the “Company,” “Expion360,” “we,” “us,” or “our”) by Tumim Stone Capital, LLC (“Tumim”), or its permitted transferees or other successors-in-interest (the “Offering”). The Shares may be issued pursuant to a common stock purchase agreement, dated December 27, 2023, that we entered into with Tumim (the “Equity Line Purchase Agreement”). See the sections of this prospectus titled “The Equity Line Transaction” for a description of the Equity Line Purchase Agreement and “Selling Stockholder” for additional information regarding Tumim.

Tumim, or its permitted transferees or other successors-in-interest, may offer and sell the Shares in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. We provide additional information about how Tumim may sell the Shares in the “Plan of Distribution” section on page 78 of this prospectus. Tumim is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). Tumim will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Shares, including legal and accounting fees. No placement agent participated in this Offering. See the section of this prospectus titled “Plan of Distribution” for additional information. References to “Tumim” in this prospectus shall refer to any permitted transferees or other successors-in-interest to Tumim.

We are not offering any shares of Common Stock for sale under this prospectus and will not receive proceeds from the sale of the Shares by Tumim, if any. We are registering the offer and resale of the Shares to satisfy contractual obligations owed by us to Tumim pursuant to the Equity Line Purchase Agreement and documents ancillary thereto. Our registration of the Shares does not mean that Tumim will offer or sell any of the Shares. If the 1,781,978 Shares offered by Tumim under this prospectus were issued and outstanding as of the date hereof, such Shares would represent, as of the date hereof, approximately 25.5% of the total number of shares of our Common Stock outstanding as of January 12, 2024, and approximately 33.3% of the total number of outstanding shares of our Common Stock held by non-affiliates as of January 12, 2024. Any Shares resold hereunder will have been issued by us and acquired by Tumim prior to such resale.

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “XPON.” On January 22, 2024, the last reported sale price of our Common Stock on Nasdaq was $4.37 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company 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 “Risk Factors“ beginning on page 9 for a discussion of information that should be considered in connection with an investment in our Common Stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

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