Expion Energy, Inc.

Current report

Investing in our common stock involves a high degree of risk. Before making a decision to purchase or sell our common stock, you should carefully consider the risks and uncertainties describedin Part I, Item 1A, “Risk Factors” of the Annual Report, which are incorporated herein by reference. The risks described in our Annual Report are not the only ones we face. Additional risks we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, results of operations, liquidity, and prospects.

Previous report

An investment in our Common stock involves risks. Before making an investment decision, you should carefully consider all the information within the section titles “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our condensed consolidated financial statements and the related notes contained within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described in Item 1A,“Risk Factors” in our Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and future prospects could be materially and adversely affected. In that case, the trading price of our Common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, results of operations, financial condition, liquidity and future prospects.

Previous report

We are not aware of any material changes to the risks and uncertainties described in Item 1A, "Risk Factors" in our Annual Report, which are incorporated herein by reference, other than as set forth below.

Previous report

Risks Related to Our Common Stock and August 2024 Public Offering

Previous report

Sales of substantial amounts of our securities in the public market could depress the market price of our common stock.

Previous report

Our common stock is listed for trading on The Nasdaq Capital Market. If our stockholders sell substantial amounts of our common stock in the public market, including the shares of common stock issued or issuable upon the exercise of the Prefunded Warrants, Series A Warrants and Series B Warrants issued in the August 2024 Public Offering, and shares issued as consideration in any future acquisitions, or the market perceives that such sales may occur, the market price of our securities could fall and we may be unable to sell our securities in the future.

Previous report

Although our common stock is listed on The Nasdaq Capital Market, the exchange could subsequently delist our common stock if we fail to comply with ongoing listing standards.

Previous report

Our common stock currently is listed on The Nasdaq Capital Market. We are required to meet specified financial requirements in order to maintain such listing, including a requirement that the bid price for our common stock remain above $1.00.

Previous report

On September 6, 2024, as expected, the Company received the Staff Determination from Nasdaq to delist the Company’s securities from The Nasdaq Capital Market.

Previous report

On September 12, 2024, the Company requested an appeal hearing on the Staff Determination from the Panel by filing the Appeal, staying the delisting of the common stock pending the Panel’s decision.

Previous report

Upon successful completion of the Reverse Stock Split (as defined in Note 13), the Company received a letter from the Nasdaq staff on October 23, 2024, advising the Company that it had regained compliance with the continued listing requirements in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with Nasdaq’s listing requirements. Consequently, the scheduled hearing before the Panel on October 24, 2024, was cancelled. See “Item I. – Legal Proceedings” in Part II of this Quarterly Report for further information on the Staff Determination and “Note 13 – Subsequent Events” for further information on the Reverse Stock Split.

Previous report

While the Company’s common shares continue to be listed and traded on The Nasdaq Capital Market, there can be no assurance that the Company will continue to meet Nasdaq listing standards.

Previous report

Any potential delisting of our common stock from The Nasdaq Capital Market may have materially adverse consequences to our stockholders, including:

Previous report

limited ability to issue additional securities or to secure additional financing.

Previous report

The exercise of each Series A Warrant and, to a lesser extent, the Series B Warrants may result in a substantial increase in the number of shares of our common stock that are outstanding.

Previous report

As of November 12, 2024, 114,996,768 Series A Warrants, exercisable for 5,286,692 shares of common stock, at $5.206 per share (post-Reverse Stock Split and post-Adjustment), and 3,075,000 Series B Warrants exercisable for 87,384 shares of common stock, at $0.10 per share (post-Reverse Stock Split and post-Adjustment) were outstanding as of November 12, 2024. The exercise of the Series A Warrants and, to a lesser extent, the Series B Warrants could result in a substantial increase in the number of shares of common stock outstanding and therefore materially dilute the ownership percentage of currently outstanding shares of common stock.

Previous report

Provisions of the Series A Warrants and Series B Warrants we sold in the August 2024 Public Offering may discourage an acquisition of us by a third-party.

Previous report

Certain provisions of the Series A Warrants and Series B Warrants we sold in the August 2024 Public Offering could make it more difficult or expensive for a third-party to acquire us. The Series A Warrants and Series B Warrants each prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the applicable warrants. These and other provisions of the Series A Warrants and Series B Warrants could prevent or deter a third-party from acquiring us even where the acquisition could be beneficial to our investors.

Previous report

The Series A Warrants and Series B Warrants may have an adverse effect on the market price of our common stock and make it more difficult to affect a business combination.

Previous report

To the extent we issue shares of common stock to affect a future business combination, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of the Series A Warrants and, to a lesser extent, the Series B Warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such Series A Warrants and Series B Warrants, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business combination. Accordingly, the Series A and Series B Warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale, or even the possibility of a sale, of the shares of common stock underlying the Pre-Funded Warrants, Series A Warrants, and Series B Warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent the Series A Warrants and Series B Warrants are exercised, our investors may experience dilution to their holdings.

Previous report

The Reverse Stock Split cash true-up payment provision in the Series A Warrants we sold in the August 2024 Public Offering may have a material adverse impact on our financial condition, may impede our ability to raise additional capital, and may discourage an acquisition of us by a third party

Previous report

As a result of the VWAP of the common stock during the five trading days before and after the Reverse Stock Split, the Revers Stock Split cash true-up payment provision in the Series A Warrants, which is capped at $5 million in the aggregate under all Series A Warrants, was triggered, but the payment of the Reverse Stock Split cash true-up payment is currently suspended in accordance with the terms of the Series A Warrants. The obligation to make the Reverse Stock Split cash true-up payment could impede our ability to raise additional capital and could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our investors. In the event that the conditions for suspension of the Reverse Stock Split cash true-up payment under the terms of the Series A Warrants become no longer applicable, the payment of the Reverse Stock Split cash true-up payment could have a material adverse impact on our financial condition.