Correspondence 0001903596-24-000044 from Expion360 Inc. (XPON) (CIK 0001894954) (XPON)
Expion360 Inc. (XPON) (CIK 0001894954)
Date: Jan. 31, 2024 · CIK: 0001894954 · Accession: 0001903596-24-000044
AI Filing Summary & Sentiment
File numbers found in text: 333-276663
Referenced dates: January 29, 2024
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Erin Donahue Registration Statement on Form S-1 Filed January 23, 2024 File No. 333-276663 Responses to Staff comments made by letter dated January 29, 2024
Dear Erin Donahue and Erin Purnell:
Set forth below are the responses of Expion360 Inc. (the “Company”) to comments made by the staff (the “Staff”) of the Securities and Exchange Commission by letter dated January 29, 2024 (the “Comment Letter”), in connection with the Company’s Registration Statement on Form S-1 that the Company filed on January 23, 2024. Concurrent with the submission of this response letter, the Company is filing Amendment No. 1 to its Registration Statement on Form S-1 (as filed, the “Registration Statement”). The Registration Statement has been revised in response to Staff comments made in the Comment Letter.
The Company’s responses are preceded by a reproduction of the corresponding Staff comment as set forth in the Comment Letter. To the extent applicable, each response contains a reference to the page number(s) where the responsive information may be found in the Registration Statement.
Securities and Exchange Commission
Expion360 Inc.
Registration Statement on Form S-1
January 31, 2024
Page
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.
Company Response:
The Company acknowledges the Staff’s comment and respectfully advises that is has updated the director compensation table on page 61 of the Registration Statement 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.
Company Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has amended the Registration Statement to remove references to incorporation by reference. Revisions have been made to pages 29, 30, and 88 in the Registration Statement.
* * * * *
Securities and Exchange Commission
Expion360 Inc.
Registration Statement on Form S-1
January 31, 2024
Page
Should the Staff have additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned via telephone at (949) 725-4115 or via email at rwilkins@stradlinglaw.com, or in his absence, Amanda McFall via telephone at (949) 725-4029 or via email at amcfall@stradlinglaw.com.
Sincerly,
/s/ Ryan C. Wilkins
Ryan C. Wilkins, Esq.
Partner
Chair, Corporate & Securities Practice
STRADLING YOCCA CARLSON & RAUTH LLP
cc: Expion360 Inc.
Brian Schaffner, Chief Executive Officer
Stradling Yocca Carlson & Rauth LLP
Amanda McFall, Esq.
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CORRESP
1
filename1.htm
Ryan
C. Wilkins
949 725 4115
rwilkins@stradlinglaw.com
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
949 725 4000
stradlinglaw.com
January
31, 2024
SUBMITTED
VIA EDGAR
Securities
and Exchange Commission
Division of Corporation Finance
Office
of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention:
Erin Donahue
Erin
Purnell
Re: Expion360
Inc.
Registration
Statement on Form S-1
Filed January 23, 2024
File No. 333-276663
Responses to Staff comments made by letter dated January 29, 2024
Dear
Erin Donahue and Erin Purnell:
Set
forth below are the responses of Expion360 Inc. (the “Company”) to comments made by the staff (the “Staff”)
of the Securities and Exchange Commission by letter dated January 29, 2024 (the “Comment Letter”), in connection with
the Company’s Registration Statement on Form S-1 that the Company filed on January 23, 2024. Concurrent with the submission of
this response letter, the Company is filing Amendment No. 1 to its Registration Statement on Form S-1 (as filed, the “Registration
Statement”). The Registration Statement has been revised in response to Staff comments made in the Comment Letter.
The
Company’s responses are preceded by a reproduction of the corresponding Staff comment as set forth in the Comment Letter. To the
extent applicable, each response contains a reference to the page number(s) where the responsive information may be found in the Registration
Statement.
Securities
and Exchange Commission
Expion360
Inc.
Registration
Statement on Form S-1
January
31, 2024
Page
2
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.
Company
Response:
The
Company acknowledges the Staff’s comment and respectfully advises that is has updated the director compensation table on page
61 of the Registration Statement 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.
Company
Response:
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has amended the Registration Statement to remove
references to incorporation by reference. Revisions have been made to pages 29, 30, and 88 in the Registration Statement.
*
* * * *
Securities
and Exchange Commission
Expion360
Inc.
Registration
Statement on Form S-1
January
31, 2024
Page
3
Should
the Staff have additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned via
telephone at (949) 725-4115 or via email at rwilkins@stradlinglaw.com, or in his absence, Amanda McFall via telephone at (949) 725-4029
or via email at amcfall@stradlinglaw.com.
Sincerly,
/s/
Ryan C. Wilkins
Ryan
C. Wilkins, Esq.
Partner
Chair,
Corporate & Securities Practice
STRADLING
YOCCA CARLSON & RAUTH LLP
cc: Expion360
Inc.
Brian Schaffner, Chief Executive Officer
Stradling
Yocca Carlson & Rauth LLP
Amanda McFall, Esq.