Expion360 raises $9M via convertible debentures, plans oil & gas acquisition

What happened

Expion360 Inc., now operating under the name Expion Energy Inc., disclosed in an 8-K filing dated August 24, 2026, that it entered into a securities purchase agreement on August 21, 2026, to sell $9,000,000 of 8% Convertible Debentures due 2029 and warrants to purchase up to 2,117,219 shares of common stock. The company, which makes lithium batteries and power systems, is headquartered in Redmond, Oregon.

The lead purchaser is Five Narrow Lane LP, an affiliate of Joseph Hammer, who served as CEO through the effective date and remains interim Chairman. The private placement was approved by disinterested board members.

The company expects net proceeds of about $8.2 million, which it plans to use for the acquisition of oil and gas assets in Eastern Louisiana and for general corporate purposes, including working capital.

The stock surged 93.6% on the event date, closing at $6.65, with volume over 46 million shares versus an average of about 253,000, according to price data.

The filing

This is a Form 8-K, a current report companies file with the SEC to announce major events that shareholders should know about. The form covers multiple items, including the entry into a material agreement (Item 1.01), a change in officers (Item 5.02), an amendment to the charter or bylaws (Item 5.03), and Regulation FD disclosure (Item 7.01).

The filing also describes a transition of the chief executive officer, referencing a separate section in Item 5.02 of the same report. The lead purchaser is affiliated with the former CEO, which the company notes was approved by disinterested board members.

Key terms of the deal

The convertible debentures are corporate bonds that pay 8% interest annually, are due August 21, 2029, and are convertible into shares of a new series of preferred stock (Series A-1) at $1,000 per share. That preferred stock can then be converted into common stock at an initial conversion price of $4.25 per share.

The warrants give the buyers the right to buy common stock at $4.25 per share for five years. Warrants are like options issued by the company.

The agreement also includes an Additional Investment Right allowing buyers to purchase up to $91 million more of preferred stock in future closings, with conversion prices that adjust lower if the company issues shares at cheaper prices, subject to a floor of $0.72 per share.

For a 12-month period, each purchaser has the right to participate in up to 33% of any subsequent stock issuance, a clause that could affect future financing flexibility.

What this means

The 8-K is the required disclosure for a material agreement—here, a private placement of securities that is exempt from SEC registration under Rule 506 of Regulation D. This is a standard way for smaller public companies to raise capital quickly from accredited investors without a public offering.

The conversion features mean that if the stock price rises above $4.25, preferred shareholders can convert into common stock and sell at a profit, which can lead to dilution for existing shareholders. The 93.6% stock jump suggests investors reacted positively to the news, possibly betting on the oil and gas acquisition or the influx of capital.

The company must still obtain shareholder approval and file a certificate of designation with Nevada to formally create the Series A-1 preferred stock. After that, the debentures automatically convert into preferred shares. A resale registration statement must be filed within 20 days of shareholder approval to allow buyers to sell the underlying common stock.