Expion Energy, Inc. has amended and restated the terms of its private placement financing agreement originally dated August 21, 2026. The amendment, effective October 22, 2026, alters the structure of its $9 million convertible debentures and a related $91 million additional investment right, making the debentures directly convertible into common stock instead of preferred stock.
Key Details
- Amended Structure: The company's $9 million in 8% Convertible Debentures will now convert directly into common stock at an initial price of $4.25 per share, bypassing the original plan to first convert into Series A-1 Preferred Stock.
- Additional Investment Right (AIR): Purchasers have the right to acquire up to an additional $91 million in convertible debentures over an 18-month period. These debentures are also convertible into common stock, replacing the original provision for preferred stock purchases.
- Total Potential Financing: The agreement provides for up to $100 million in total capital ($9 million initial debentures plus the $91 million AIR). Warrants to purchase 2,117,219 shares of common stock at an exercise price of $4.25 per share remain in place.
- Shareholder Approval: The company will seek stockholder approval to enable the issuance of shares upon conversion of the debentures and exercise of the warrants in excess of Nasdaq's 19.99% ownership threshold.