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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): August
23, 2023
Expion360
Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41347 |
|
81-2701049 |
(State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
2025
SW Deerhound Avenue |
|
|
Redmond,
OR |
|
97756 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(541)
797-6714
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common
Stock, $0.001 par value |
|
XPON |
|
Nasdaq Capital
Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors and Chairman of the Board
On August 24, 2023, the Board of Directors
(the “Board”) of Expion360 Inc. (the “Company”), acting pursuant to the authority granted under
the Company’s Bylaws, appointed Tien Nguyen and Brian Schaffner to serve as members of the Board, each to fill an existing vacancy on
the Board. Messrs. Nguyen and Schaffner will serve as members of the Board until the Company’s 2023 annual meeting of stockholders
or until their respective successors are duly elected and qualified. Mr. Nguyen was also appointed to serve as a member of the Audit
Committee, a member of the Corporate Governance Committee, and Chairman of the Compensation Committee, in each case effective immediately.
In addition, Paul Shoun, the Company’s President and Chief Operating Officer, and a current member of the Board, was appointed
to serve as Chairman of the Board.
Mr. Nguyen is a successful entrepreneur and
executive with expertise in engineering, technology, wireless systems, and energy storage. Mr. Nguyen has been managing personal
and family investments from 2021 until the present. Mr. Nguyen was a partner in Lumini Partner LLC, which supported and studied international
energy industrial projects using microgrid systems to reduce utility dependency, from 2019 to 2020. Mr. Nguyen was the founder of
FitTech Software LLC, an artificial intelligence software company in the health and fitness industry, and served as the Chairman from
2016 until 2019. From 2012 to 2016, Mr. Nguyen was the Chief Executive Officer of Quantum Energy Storage Corporation, an energy storage
company. Previously, Nr. Nguyen was the Chief Strategy Officer of Onramp Wireless Inc. from 2010 to 2012, and the Chief Executive Officer
of AppleTree Educational LLC from 2007 to 2010. Mr. Nguyen was also the founder of CommASIC Inc., a leading wireless semiconductor broadband
company, which was acquired by Freescale Semiconductor in 2005. He served as a director of Freescale Semiconductor from 2005 until 2007.
Prior to that, Mr. Nguyen served as the Chief Executive Officer of Linskys Consulting from 1997 until 2001. Mr. Nguyen began his career
at General Dynamics and Qualcomm Inc. where he was focused on ASIC engineering. Mr. Nguyen graduated from San Diego State University with
a B.S.E.E. in 1983. The Company believes Mr. Nguyen is qualified to serve as a member of the Board because of his experience
and success serving as an executive in various industries and his extensive experience in the energy storage industry.
Mr. Schaffner has served as the Company’s
Chief Executive Officer since January 2023 and was previously Chief Financial Officer beginning in March 2021. Mr. Schaffner is a seasoned
executive having served over the past three decades in a variety of capacities including CEO, CFO, CIO, controller and VP Finance in senior-living,
assisted-living skilled nursing facilities, retail stores and schools. Mr. Schaffner’s educational instructional experience includes
the secondary and university levels with courses including accounting, cost accounting, management, personal finance, welding, auto mechanics
and aviation ground school. Mr. Schaffner graduated from Walla Walla College with a B.S. in Business Administration and Accounting in
1992, and from the University of Phoenix with an M.B.A. in 1997. The Company believes Mr. Schaffner is qualified to serve as a member
of the Board due to his significant knowledge of our business and industry due to his role as one of our executive officers and his extensive
experience serving as an executive in various industries.
There are no arrangements or understandings
between Mr. Nguyen and any other person, or between Mr. Schaffner and any other person, pursuant to which either of them were appointed
to serve on the Board. There are no relationships involving Mr. Nguyen or Mr. Schaffner that are required to be reported pursuant to Item
404(a) of Regulation S-K.
Mr. Nguyen will be compensated for his service
to the Board and committees of the Board in accordance with the Company’s standard compensation policy for non-employee directors.
Mr. Schaffner will not be compensated for his service to the Board since he is an executive officer. In addition, Mr. Shoun will not be
compensated for serving as Chairman of the Board since he is an executive officer.
A copy of the press release announcing
the appointment of Messrs. Nguyen and Schaffner as members of the Board, and Mr. Shoun’s appointment as Chairman of the Board, is
attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
Expion360 INC. |
|
|
|
Date:
August 24, 2023 |
By: |
/s/
Brian Schaffner |
|
|
Name:
Brian Schaffner |
|
|
Title:
Chief Executive Officer |
Exhibit 99.1
Expion360
Appoints Tech Industry Veteran and Innovator, Tien Q. Nguyen, to Board of Directors
REDMOND,
OR. August 24, 2023, Expion360,
Inc. (NASDAQ: XPON), an industry
leader in lithium-ion battery power storage solutions, has appointed tech industry veteran, innovator and business leader, Tien
Q. Nguyen, to its board of directors.
Nguyen
brings to Expion360 more than 30 years of entrepreneurial and senior-level experience in driving innovation in electrical technology,
including product financing, engineering, development, and commercialization.
He
has founded and served as CEO, chairman and director for companies across a range of industries, from energy storage and wireless semiconductors
to AI software, including a number of successful exits. This includes co-founding and serving as lead engineer for a developer of a novel
microgrid energy storage and software platform.
Coinciding
with his appointment, Expion360 co-founder, president and COO, Paul Shoun, was elected chairman of the board, and company CEO, Brian
Schaffner, was appointed to serve as a member of the board. Following these appointments, Expion360’s board is now comprised of
five directors, three of whom are independent.
“Tien’s
history of accomplishment with technological innovation and business success, including deep experience with electrical engineering,
manufacturing, utilities and government regulations, will be immensely valuable for Expion360 as we further our IP development and prepare
to enter adjacent markets,” commented Shoun. “This includes high growth market verticals, such as home energy storage and
industrial applications, with a number of new products entering late-stage development.”
Nguyen
commented, “I am excited to join Expion360 at this pivotal stage in its growth and evolution, as demonstrated by several new major
OEM partners and entrance into the smart battery and light electric vehicle markets, as well as the rapid expansion of its distribution
network.
“I
believe I can help Expion360 advance into home energy storage and further broaden its market opportunities. E360 batteries’ long-life
cycle, cost-effectiveness, and premium modular packaging enables us to address several market applications. They can offer an attractive
ROI by reducing upfront investment and offsetting rising energy costs.”
Tien
Q. Nguyen Bio
Over
the course of his career, Nguyen has gained a deep understanding of the energy challenges facing industries with high energy usage across
world regions. He is an expert in comparative energy production and storage technologies in terms of cost, performance, life cycle and
ROI, including technologies involving batteries, hydro-electric, super capacitor, air compressor, flywheel, diesel generators, and renewables,
such as wind and solar.
He
previously served as chief strategy officer of On-Ramp Wireless (now Ingenu), a provider of purpose-built IoT connectivity, where he
was responsible for the development of efficient wireless communication systems.
Prior
to that, he served as CEO of AppleTree Educational Center, a nationally accredited, non-profit organization dedicated to providing comprehensive
family support services, where he helped establish an innovative new learning center for children.
Nguyen
also founded and served as executive vice president
of CommASIC, a developer of fabless wireless broadband chipsets for handheld applications, before it was acquired by Freescale Semiconductor.
At CommASIC, he initiated a unique concept of Universal Wireless Architecture (UWA) IP, a novel low-cost solution that has a low power
requirement, works in multimode, and has better security over a wireless network.
As
CEO of Linksys Consulting, he led the development and commercialization of specialized semiconductors, including application-specific
integrated circuit (ASIC) development, system emulation, system validation and integration. He also led the filing of more than 10 patents
covering low power consumption chip architecture and implementation.
Early
in his career, he served as senior staff manager at Nextwave, a software development and system consulting company, as well as at Qualcomm,
a leading provider of digital wireless telecommunications products and services. He began his career as a section head at General Dynamics,
a global aerospace and defense company. In these roles, he was focused on the development of ASIC technology.
He
earned his B.S. in Electrical Engineering from San Diego State University.
About
Expion360
Expion360
is an industry leader of premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles and marine applications,
with residential and industrial applications under development.
The
company’s lithium batteries feature half the weight of standard lead-acid batteries while delivering three times the power and
10 times the number of charging cycles. Expion360 batteries also feature better construction and reliability compared to other Li-ion
batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS and
solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful
and remote places on Earth even longer.
The
company is headquartered in Redmond, Oregon. Expion360 Li-ion batteries are available today through more than 300 dealers, wholesalers,
private-label customers, and OEMs across the country. To learn more about the company, visit expion360.com.
Forward-Looking
Statements and Safe Harbor Notice
This
press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties.
The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical facts included in this press release, including statements about
our beliefs and expectations, are "forward-looking statements and should be evaluated as such. Examples of such forward-looking
statements include statements concerning the perceived benefits of the Company’s board appointments, and statements regarding the
Company’s expectations regarding its business strategies and plans, and expected growth trajectory. Forward-looking statements
are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements
to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking
statements. Some of the risks and uncertainties that may cause actual results to materially differ from those expressed or implied by
these forward-looking statements are discussed under the caption “Risk Factors” in the Company’s filings with the SEC,
as may be updated from time to time in subsequent filings. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Expion360
Contact:
Brian
Schaffner, CEO
Expion360,
Inc.
Tel
(541) 797-6714
Email
Contact
Expion360
Investor Contact:
Ronald Both
CMA Investor Relations
Tel (949) 432-7566
Email contact
Expion360
Media Contact:
Tim Randall
CMA Media Relations
Tel (949) 432-7572
Email contact
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