10-K/A: Expion360 Files Amendment to 2024 Annual Report on Form 10-K/A

Expion360 Inc. files an amendment to its 2024 Annual Report on Form 10-K/A to include Part III information regarding directors, executive officers, and corporate governance.

Summary

• Expion360 Inc. has filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The primary purpose of this amendment is to include the information required by Items 10 through 14 of Part III of Form 10-K, which pertains to directors, executive officers, and corporate governance.
• The amendment also removes the disclosure regarding incorporation by reference from the cover page of the original report.
• The Part III Information was initially omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K.
• The company is filing this amendment because it will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year.
• The cover page and Part III, Items 10 through 14 of the Original Report are amended and restated in their entirety.
• Item 15 of Part IV of the Original Report is amended and restated to include a contemporaneously dated certification by the principal executive officer and principal financial officer.
• The amendment does not change any other items or disclosures in the Original Report and does not reflect any information or events subsequent to the Original Filing Date of March 31, 2025.
• As of April 25, 2025, there were 3,374,468 shares of the registrant's common stock outstanding.

Sentiment

Score: 6

Explanation: The document is primarily a procedural filing, so the sentiment is neutral. It includes standard disclosures and certifications, with some positive aspects related to corporate governance but also cautionary language regarding forward-looking statements.

Positives

• The company has a written code of business conduct and ethics in place.
• The company has an insider trading policy to ensure compliance with insider trading laws.
• A majority of the directors satisfy the criteria for independent directors under Nasdaq rules.
• The company has adopted a written related-party transaction policy.

Negatives

• The company is an emerging growth company and a smaller reporting company, which means it is subject to scaled disclosure requirements.
• All of our named executive officers voluntarily chose to forego any bonuses in 2024.

Risks

• The document contains forward-looking statements that are subject to uncertainties, risks, and changes in circumstances that are difficult to predict.
• Actual results may differ materially from those projected in the forward-looking statements.
• The company's future performance is subject to factors described in the Original Report and other filings with the SEC.

Future Outlook

The document includes forward-looking statements regarding the company's future operations, new products or services, capital expenditures, economic conditions, and performance, but these are subject to risks and uncertainties.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors.

Management Changes

Corporate Governance

Legal Proceedings

• There are no legal proceedings involving any of the directors or executive officers which require disclosure pursuant to applicable SEC rules.

Related Party Transactions

• On August 1, 2018, the Company issued an unsecured promissory note owed to H. Porter Burns, a holder of approximately 0.6% of our outstanding capital stock as of March 27, 2023, and business partner at the time to John Yozamp, our Co-Founder and Chief Business Development Officer at the time (the Porter Burns Note), in the principal amount of $500,000.
• On December 31, 2019, the Company issued an unsecured promissory note owed to James Yozamp, Jr., a holder of approximately 8.1% of our outstanding capital stock as of March 27, 2023, and brother to John Yozamp, our Co-Founder and former Chief Business Development Officer (the James Yozamp Note) in the principal amount of $200,000.
• As of August 8, 2024, the Porter Burns Note and the James Yozamp Note were paid in full.

Stakeholder Impact

• The inclusion of Part III information provides greater transparency for shareholders regarding the company's leadership and governance.
• The company's compensation policies and equity grant practices impact executive officers and employees.
• The company's related-party transaction policy aims to protect the interests of shareholders.

Next Steps

• The company intends to seek stockholder approval to increase the number of shares of common stock available for issuance under the 2021 Plan at its 2025 annual meeting of stockholders.

Key Dates

Keywords

Expion360, Form 10-K/A, Amendment, Directors, Executive Officers, Corporate Governance, Financial Reporting, SEC, Audit Committee, Compensation, Stock Options, Beneficial Ownership