Form 4 - Statement of changes in beneficial ownership of securities
August 28 2023 - 7:04AM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Expion360 Inc.
[ XPON ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chief Operating Officer
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Right to Buy) |
$4.92
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08/23/2023 |
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A |
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50,000
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09/30/2023
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08/23/2033 |
Common Stock |
50,000 |
$0
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50,000 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Gregory Aydelott, Attorney-In-Fact for Brian Schaffner |
08/28/2023 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby
constitutes and appoints Gregory Aydelott and Ryan C. Wilkins, or either of them signing individually, the undersigned's true and lawful
attorney-in-fact (each, an “Attorney-in-Fact”) to:
| (1) | complete and execute, for and on behalf of the undersigned, in the undersigned’s capacity as an
officer, director and/or beneficial owner of more than ten percent (10%) of any equity securities of Expion360 Inc., a Nevada corporation
(the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments
to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section
16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership,
acquisition or disposition of securities of the Company; |
| (2) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable
to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including
any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange
or similar authority; and |
| (3) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of
such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that
the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion. |
The undersigned hereby
grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each
such Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing Attorneys-in-Fact,
in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act.
The undersigned agrees
that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact.
The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in
the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms
3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact
for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage,
liability or action.
This Power of Attorney
shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G,
with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing Attorneys-in-Fact.
IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 25th day of August, 2023.
Signature: /s/ Brian Schaffner
Print Name: Brian Schaffner
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby
constitutes and appoints Gregory Aydelott and Ryan C. Wilkins, or either of them signing individually, the undersigned's true and lawful
attorney-in-fact (each, an “Attorney-in-Fact”) to:
| (1) | complete and execute, for and on behalf of the undersigned, in the undersigned’s capacity as an
officer, director and/or beneficial owner of more than ten percent (10%) of any equity securities of Expion360 Inc., a Nevada corporation
(the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments
to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section
16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership,
acquisition or disposition of securities of the Company; |
| (2) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable
to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including
any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange
or similar authority; and |
| (3) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of
such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that
the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion. |
The undersigned hereby
grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each
such Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing Attorneys-in-Fact,
in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act.
The undersigned agrees
that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact.
The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in
the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms
3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact
for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage,
liability or action.
This Power of Attorney
shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G,
with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing Attorneys-in-Fact.
IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 25th day of August, 2023.
Signature: /s/ Brian Schaffner
Print Name: Brian Schaffner
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