Expion Energy amends private placement terms, updates convertible debenture agreement

Expion Energy, Inc. (NASDAQ:XPON) announced Thursday it has amended and restated the terms of a previously disclosed private placement transaction, according to a press release statement based on an SEC filing.

The amended agreement, reached October 22 with existing purchasers, updates the original securities purchase agreement from August 21. Under the revised terms, Expion Energy’s 8% Convertible Debentures, with an aggregate principal amount of $9 million due August 21, 2029, are now convertible into shares of common stock at an initial conversion price of $4.25 per share, subject to adjustment. This replaces the original structure, which would have converted the debentures into Series A-1 8% Convertible Preferred Stock upon shareholder approval.

The company also amended related warrants, which continue to provide for the purchase of up to 2,117,219 shares of common stock at an initial exercise price of $4.25 per share. No additional warrants will be issued in connection with the additional investment rights.

Additionally, the amendment allows purchasers to elect, within 18 months of the agreement’s effective date, to acquire up to $91 million in additional convertible debentures. These additional debentures will be issued with terms similar to those of the amended convertible debentures but will have different issuance and maturity dates and conversion prices, with all conversion prices subject to a floor of $0.72 per share.

Interest on the debentures accrues at the applicable federal rate, increasing to 8% per annum after one year, and is payable quarterly in cash or, at the company’s option, in common stock, subject to certain conditions. The debentures are unsecured obligations maturing three years after their issuance date.

The agreement includes anti-dilution provisions and restrictions on additional indebtedness, liens, cash dividends, and equity repurchases while a specified principal amount remains outstanding. The company may not prepay the debentures without holder consent.

The amended registration rights agreement requires Expion Energy to file resale registration statements for the common stock underlying the debentures and warrants within specified timeframes.

Five Narrow Lane, LP remains the lead purchaser. The transaction was approved by disinterested members of Expion Energy’s board. The company intends to seek shareholder approval as required under Nasdaq rules for the potential issuance of 19.99% or more of its outstanding common stock in connection with the amended agreement. InvestingPro data suggests the stock appears undervalued at current levels, with shares trading below the platform’s Fair Value estimate—making it one of the stocks featured on the Most Undervalued list. Investors seeking deeper insights can access XPON’s comprehensive Pro Research Report, one of 1,400+ available reports that transform complex data into actionable intelligence.

In other recent news, Expion360 Inc. announced that Chief Financial Officer Shawna Bowin will resign from her position due to personal reasons. Bowin will stay in her role until approximately October 31, 2026, to facilitate a smooth transition, while the company searches for her successor. Additionally, Expion360 has regained compliance with Nasdaq Listing Rule 5550(a)(2), which mandates a minimum bid price of $1.00 per share. The company confirmed that its stock had closed above this threshold for ten consecutive trading days, leading to a confirmation from Nasdaq that Expion360’s stock will continue to be listed on The Nasdaq Capital Market.

In another development, Expion Energy, Inc. has rescheduled its 2026 annual meeting of stockholders to December 2, 2026, with a new record date of October 28, 2026. This change follows an amendment to previously disclosed transaction agreements involving the issuance of convertible debentures and common stock purchase warrants. These recent developments reflect ongoing adjustments and compliance efforts within the company.