{"filing":{"accession_number":"0001903596-26-000317","cik":"0001894954","ticker":"XPON","company_name":"Expion360 Inc.","form":"8-K","filing_date":"2026-08-24","report_date":"2026-08-20","primary_document":"xpon_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1894954/000190359626000317/xpon_8k.htm"},"events":[{"id":29081,"run_id":26610,"accession_number":"0001903596-26-000317","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Expion360 acquired oil and gas exploration assets in Eastern Louisiana for an adjusted purchase price of $3,425,000 in cash, including leasehold, wellbore, mineral title research, and intellectual property. The acquisition marks the company's entry into the oil and gas sector and is accompanied by a strategic exploration agreement committing up to $4 million in financing.","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24","form":"8-K","submitted_at":null,"items":[{"id":31236,"accession_number":"0001903596-26-000317","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a private placement of $9.0 million in convertible debentures and warrants to purchase 2,117,219 common shares under Section 4(a)(2) exemption. The convertible debentures automatically convert into Series A-1 Preferred Stock, which is subsequently convertible into common stock at $4.25/share, creating substantial dilution. The company also has a right to issue up to $91.0 million in additional convertible preferred stock, further increasing dilution potential. This unregistered equity issuance is material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31240,"accession_number":"0001903596-26-000317","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces the completion of an oil and gas exploration asset acquisition in Eastern Louisiana for $3.425 million (adjusted purchase price), marking the Company's entry into the oil and gas sector. While Item 7.01 is typically used for non-material events, the exhibits reveal a material acquisition with an exploration agreement committing up to $4 million in financing, coupled with a concurrent $9 million private placement and executive leadership change. The acquisition itself, though modest in absolute size, represents a strategic pivot and material change in the Company's operating platform.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":29082,"run_id":26610,"accession_number":"0001903596-26-000317","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Kevin Sellers was appointed as Chief Executive Officer and Board member effective August 24, 2026, following Joseph Hammer's resignation from the CEO role. Sellers' appointment includes an employment agreement with base salary, bonus, and RSU grant as the company undergoes strategic expansion into oil and gas.","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24","form":"8-K","submitted_at":null,"items":[{"id":31238,"accession_number":"0001903596-26-000317","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of Kevin Sellers as Chief Executive Officer and Board member effective August 24, 2026, following Joseph Hammer's resignation from the CEO role. While the section also discloses Hammer's departure and Sellers' compensation arrangements (employment agreement with base salary, bonus, RSU grant), the principal disclosed action is Sellers' appointment to lead the company through a strategic expansion into oil and gas. The appointment is material to investors as it represents a leadership transition for a company undergoing significant strategic change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":29083,"run_id":26610,"accession_number":"0001903596-26-000317","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"The company changed its corporate name from 'Expion360 Inc.' to 'Expion Energy, Inc.' effective August 20, 2026, with corresponding amendments to the Articles of Incorporation and Bylaws. The name change is a routine administrative rebranding to align with the company's expanded operations into oil and gas.","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24","form":"8-K","submitted_at":null,"items":[{"id":31239,"accession_number":"0001903596-26-000317","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses a corporate name change from \"Expion360 Inc.\" to \"Expion Energy, Inc.\" and corresponding amendments to the Articles of Incorporation and Bylaws, effective August 20, 2026. The filing explicitly states that \"The Name Change does not affect the rights of the Company's securityholders\" and that \"Securityholders do not need to take any action.\" While the name change reflects the company's strategic pivot into oil and gas (disclosed separately in the supplemental exhibits), the Item 5.03 disclosure itself is a routine administrative governance matter—a rebranding to align with expanded operations—rather than a material event affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31236,"accession_number":"0001903596-26-000317","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a private placement of $9.0 million in convertible debentures and warrants to purchase 2,117,219 common shares under Section 4(a)(2) exemption. The convertible debentures automatically convert into Series A-1 Preferred Stock, which is subsequently convertible into common stock at $4.25/share, creating substantial dilution. The company also has a right to issue up to $91.0 million in additional convertible preferred stock, further increasing dilution potential. This unregistered equity issuance is material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24"},{"id":31238,"accession_number":"0001903596-26-000317","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of Kevin Sellers as Chief Executive Officer and Board member effective August 24, 2026, following Joseph Hammer's resignation from the CEO role. While the section also discloses Hammer's departure and Sellers' compensation arrangements (employment agreement with base salary, bonus, RSU grant), the principal disclosed action is Sellers' appointment to lead the company through a strategic expansion into oil and gas. The appointment is material to investors as it represents a leadership transition for a company undergoing significant strategic change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24"},{"id":31239,"accession_number":"0001903596-26-000317","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses a corporate name change from \"Expion360 Inc.\" to \"Expion Energy, Inc.\" and corresponding amendments to the Articles of Incorporation and Bylaws, effective August 20, 2026. The filing explicitly states that \"The Name Change does not affect the rights of the Company's securityholders\" and that \"Securityholders do not need to take any action.\" While the name change reflects the company's strategic pivot into oil and gas (disclosed separately in the supplemental exhibits), the Item 5.03 disclosure itself is a routine administrative governance matter—a rebranding to align with expanded operations—rather than a material event affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24"},{"id":31240,"accession_number":"0001903596-26-000317","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces the completion of an oil and gas exploration asset acquisition in Eastern Louisiana for $3.425 million (adjusted purchase price), marking the Company's entry into the oil and gas sector. While Item 7.01 is typically used for non-material events, the exhibits reveal a material acquisition with an exploration agreement committing up to $4 million in financing, coupled with a concurrent $9 million private placement and executive leadership change. The acquisition itself, though modest in absolute size, represents a strategic pivot and material change in the Company's operating platform.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T12:35:51.078951+00:00","company_name":"Expion360 Inc.","ticker":"XPON","filing_date":"2026-08-24"}]}