Expion360 Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
XPON$2.50-3.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
Our financial statements are listed in the “Index to the Financial Statements,” which appears on page F-1 of this Annual Report.
(a)(2) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or the notes thereto.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · Exhibit · Filing Date | |||||
| 3.1 | Articles of Incorporation of the Company, effective as of November 4, 2021 | S-1 | 3.1 | 3/31/2022 | |
| 3.2 | Certificate of Amendment of Articles of Incorporation, effective as of October 8, 2024 | 8-K | 3.1 | 10/7/2024 | |
| 3.3 | Amended and Restated Bylaws of the Company, dated August 21, 2024 | 8-K | 3.1 | 8/27/2024 | |
| 4.1 | Form of the Company’s Common Stock Certificate | S-1 | 4.1 | 3/31/2022 | |
| 4.2 | Form of Representative’s Warrant Agreement | S-1 | 4.4 | 3/31/2022 | |
| 4.3 | Form of Senior Secured Promissory Note issued to bridge loan investors | S-1 | 4.5 | 3/31/2022 | |
| 4.4 | Description of Capital Stock | - | - | - | |
| 4.5 | March 2022 Form of Common Stock Warrant | S-1 | 10.1 | 3/31/2022 | |
| 4.6 | March 2023 Form of Warrant with an Exercise Price of $2.90 | 10-K | 10.15 | 3/30/2023 | |
| 4.7 | March 2023 Form of Warrant with an Exercise Price of $3.32 | 10-K | 10.16 | 3/30/2023 | |
| 4.8 | December 2023 Form of Convertible Note | 8-K | 4.1 | 12/29/2023 | |
| 4.9 | August 2024 Form of Pre-Funded Warrant | 8-K | 4.1 | 8/9/2024 | |
| 4.10 | August 2024 Form of Series A Warrant | 8-K | 4.2 | 8/9/2024 | |
| 4.11 | August 2024 Form of Series B Warrant | 8-K | 4.3 | 8/9/2024 | |
| 4.12* | October 2025 Form of Pre-Funded Warrant | 8-K | 4.1 | 10/17/2025 | |
| 4.13* | October 2025 Form of Common Warrant | 8-K | 4.2 | 10/17/2025 | |
| 4.14 | January 2025 Form of Pre-Funded Warrant | 8-K | 4.1 | 1/3/2025 | |
| 4.15 | January 2025 Form of Common Warrant | 8-K | 4.2 | 1/3/2025 | |
| 10.1† | Non-Employee Director Compensation Policy, effective October 16, 2025 | 10-Q | 10.6 | 11/13/2025 | |
| 10.2† | Expion360 Inc. 2021 Incentive Award Plan | S-1 | 10.2 | 3/31/2022 | |
| 10.3† | Amendment to Expion360 Inc. 2021 Incentive Award Plan | 10-K | 10.3 | 3/28/2024 | |
| 10.4† | Expion360 Inc. 2021 Employee Stock Purchase Plan | S-1 | 10.3 | 3/31/2022 | |
| 10.5 | Commercial Lease of premises at 2025 SW Deerhound Avenue Redmond, OR | S-1 | 10.8 | 3/31/2022 | |
| 10.6* | Underwriting Agreement, dated August 7, 2024, between Expion360 Inc. and Aegis Capital Corp. | 8-K | 1.1 | 8/9/2024 | |
| 10.7* | At-The-Market Issuance Sales Agreement, dated December 12, 2025, by and between Expion360 Inc. and Aegis Capital Corp. | 8-K | 10.1 | 12/15/2025 | |
| 10.8† | Employment Agreement, between Carson Heagen and Expion360 Inc., dated April 1, 2025 | 10-Q | 10.1 | 5/15/2025 | |
| 10.9† | Amended and Restated Employment Agreement, by and between the Company and Shawna Bowin, effective September 3, 2025 | 10-Q | 10.1 | 11/13/2025 | |
| 10.10* | Form of Securities Purchase Agreement, dated as of January 2, 2025, by and among the Company and the purchasers on the signature pages thereto | 8-K | 10.1 | 1/3/2025 | |
| 10.11* | Form of Registration Rights Agreement, dated as of January 2, 2025, by and among the Company and the purchasers on the signature pages thereto | 8-K | 10.2 | 1/3/2025 | |
| 10.12* | Form of Securities Purchase Agreement, dated October 16, 2025 | 8-K | 10.1 | 10/17/2025 | |
| 10.13 | Severance Agreement, Consulting Agreement and General Release, by and between the Company and Brian Schaffner, dated October 16, 2025 | 8-K | 10.2 | 10/17/2025 | |
| 10.14 | Severance Agreement and General Release, by and between the Company and Paul Shoun, dated October 16, 2025 | 8-K | 10.3 | 10/17/2025 | |
| 10.15*† | Employment Agreement, by and between the Company and Joseph Hammer, October 16, 2025 | 8-K | 10.4 | 10/17/2025 | |
| 10.16† | Form of Indemnification Agreement | - | - | - | |
| 21.1 | Subsidiaries of the Company | 10-K | 21.1 | 3/28/2024 | |
| 19.1 | Expion360 Inc. Insider Trading Policy | - | - | - | |
| 23.1 | Consent of M&K CPAS PLLC | - | - | - | |
| 24.1 | Power of Attorney (reference is made to the signature page hereto) | - | - | - | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | |
| 32.1# | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | - | - | - | |
| 32.2# | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | - | - | - | |
| 97.1 | Expion360 Inc. Executive Compensation Clawback Policy | 10-K | 97.1 | 3/28/2024 | |
| 101.INS | XBRL Instance Document. | - | - | - | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | - | - | - | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | - | - | - | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | - | - | - | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | - | - | - | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | - | - | - | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). | - | - | - |
† Indicates a management contract or compensatory plan or arrangement.
| # | The certification shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing. |
| * | Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the Commission upon its request. |
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