Expion360 Inc. Announces $9M Convertible Debenture Private Placement & Name Change

What Happened
Expion360 Inc. (now doing business as Expion Energy, Inc.) filed an 8-K reporting an August 21, 2026 securities purchase agreement for a private placement of 8% Convertible Debentures due August 21, 2029 (aggregate principal $9,000,000) and Common Stock Purchase Warrants. The debentures are initially convertible into 9,000 Preferred Conversion Shares of a to-be-filed Series A-1 8% Convertible Preferred Stock; those preferred shares may later convert into common stock under terms in the Certificate of Designation. The company expects roughly $8.2 million net proceeds from the initial closing (after placement agent fees and expenses) to be used to acquire oil and gas assets in Eastern Louisiana and for general corporate purposes. The company filed a Certificate of Amendment to change its name to Expion Energy, Inc., effective August 20, 2026, and announced the appointment of Kevin Sellers as CEO (press releases dated August 24, 2026).

Key Details

• Private Placement: $9,000,000 aggregate 8% Convertible Debentures due Aug 21, 2029; initially convertible into 9,000 Series A-1 Preferred Conversion Shares.
• Warrants: Rights to purchase up to 2,117,219 common shares (equal to 100% of common shares issuable on conversion of the Series A-1 Preferred Stock).
• Net proceeds: Approximately $8,200,000 expected from the initial closing (after fees to placement agent Palladium Capital Group, LLC).
• Corporate changes: Name change to Expion Energy, Inc. effective Aug 20, 2026; lead purchaser is Five Narrow Lane LP (affiliated with Joseph Hammer, former CEO and current interim Chairman). Shareholder approval and filing of the Certificate of Designation are required to enable automatic conversion and related rights; the company may seek shareholder approval that could permit purchasers to acquire 19.99% or more of outstanding common stock under Nasdaq rules.

Why It Matters
This filing signals a strategic shift toward energy and oil & gas operations (including a planned acquisition in Eastern Louisiana) and provides near-term capital of roughly $8.2M. Investors should note potential equity dilution and ownership concentration: the financing includes convertible preferred shares and warrants that could substantially increase shares outstanding if conversions/exercises occur, and the company will seek shareholder approval for conversion mechanics that could affect whether certain purchasers can own 19.99%+ of the company under Nasdaq rules. Leadership and branding have changed (new CEO appointment and name change), which may affect execution of the new strategy; the company will file a proxy statement and other materials regarding the shareholder vote.