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Expion Energy, Inc. (XPON) Form 8-K — Oct 23, 2026

$XPONForm 8-KItems 1.01, 9.01Filed Oct 23, 2026, 5:05 PM ET0001903596-26-000390Original filing

Expion Energy amended and restated its August 2026 private placement on October 22, 2026, converting $9 million of 8% Convertible Debentures from a preferred-stock structure into debentures convertible directly into common stock at an initial $4.25 conversion price, alongside warrants on 2,117,219 shares at the same strike. The lead purchaser is Five Narrow Lane, LP, whose general partner is managed by Joseph Hammer, the company's former CEO and chairman, though the deal was approved by disinterested board members. Purchasers may also buy up to $91 million of additional debentures within 18 months via the Additional Investment Right.

Key figures

Debt Amount
9000000
Interest Rate
8% per annum beginning first anniversary (AFT initially), +4% default rate; late fee up to 12%
Maturity Date
August 21, 2029 (three years after issuance)
Floor price
$0.72 (20% of Nasdaq Minimum Price)
Warrant shares
2117219
Warrant exercise price
$4.25 (expiring August 21, 2031)
Initial conversion price
$4.25
Beneficial ownership limit
9.99%
Negative covenant threshold
$2,250,000 principal outstanding
Additional investment right cap
$91,000,000

AI analysis

Red flags7 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.