SEC Comment Letter 0000000000-24-001097 to Expion360 Inc. (XPON) (CIK 0001894954) (XPON)
Expion360 Inc. (XPON) (CIK 0001894954)
Date: Jan. 29, 2024 · CIK: 0001894954 · Accession: 0000000000-24-001097
AI Filing Summary & Sentiment
File numbers found in text: 333-276663
Letter
United States securities and exchange commission logo January 29, 2024 Brian Schaffner Chief Executive Officer Expion360 Inc. 2025 SW Deerhound Ave. Redmond, OR 97756 Re:Expion360 Inc. Registration Statement on Form S-1 Filed January 23, 2024 File No. 333-276663 Dear Brian Schaffner: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed January 23, 2024 General 1.Please update your director compensation table for the fiscal year ended December 31, 2023. 2.We note that you incorporate information by reference into your registration statement. However, since you have not filed your Form 10-K for the fiscal year ended December 31, 2023, you are not eligible to incorporate by reference. See General Instruction VII.C of Form S-1. Please amend the registration statement to either remove references to incorporation by reference, or file your Form 10-K for the fiscal year ended December 31, 2023, and update accordingly.
FirstName LastNameBrian Schaffner Comapany NameExpion360 Inc. January 29, 2024 Page 2 FirstName LastName Brian Schaffner Expion360 Inc. January 29, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Ryan Wilkins
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United States securities and exchange commission logo
January 29, 2024
Brian Schaffner
Chief Executive Officer
Expion360 Inc.
2025 SW Deerhound Ave.
Redmond, OR 97756
Re:Expion360 Inc.
Registration Statement on Form S-1
Filed January 23, 2024
File No. 333-276663
Dear Brian Schaffner:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 23, 2024
General
1.Please update your director compensation table for the fiscal year ended December 31,
2023.
2.We note that you incorporate information by reference into your registration statement.
However, since you have not filed your Form 10-K for the fiscal year ended December 31,
2023, you are not eligible to incorporate by reference. See General Instruction VII.C of
Form S-1. Please amend the registration statement to either remove references to
incorporation by reference, or file your Form 10-K for the fiscal year ended December 31,
2023, and update accordingly.
FirstName LastNameBrian Schaffner
Comapany NameExpion360 Inc.
January 29, 2024 Page 2
FirstName LastName
Brian Schaffner
Expion360 Inc.
January 29, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ryan Wilkins