What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-03-28 · 366 added, 361 removed, 17 unchanged (98% of the section changed)

focuses on the design, assembly, manufacturing, and sales of lithium iron phosphate (“LiFePO4”) batteries and supporting

accessories for recreational vehicles (“RVs”), marine applications and home energy storage products, with plans to expand

into industrial applications.

We design, assemble, and distribute high-powered, lithium battery solutions using ground-breaking concepts

and rugged, high-quality designs with a creative sales and marketing approach.

We believe that our product offerings include some of

the most dense and minimal-footprint batteries in the RV and marine industries.

We are developing the e360 Home Energy Storage System,

a system that we expect to significantly change the industry in barrier price, flexibility, and integration.

We are deploying multiple

intellectual property strategies with cutting-edge research and unique products to sustain and scale the business.

We currently have

customers consisting of dealers, wholesalers, private label customers and original equipment manufacturers who are driving revenue and

brand awareness nationally.

corporate headquarters are based in Redmond, Oregon, and our suppliers are based in the United States, Asia, and Europe.

We are currently

in the process of building out manufacturing capacity at our corporate headquarters.

Our long-term target is to onshore the manufacturing

of most of our components and assemblies, including cell manufacturing, to the United States.

primary target markets are currently the RV and marine industries.

We believe that we are well-positioned to capitalize on the rapid

market conversion from lead-acid to lithium batteries as the primary method of power sourcing in these industries.

We are also focused

on expanding into the home energy storage market with the introduction of our two LiFePO4 battery storage systems, where we aim to provide

a cost-effective, low barrier of entry, flexible system for those looking to power their homes via solar energy, wind, or grid back-up.

Along with RV, marine and home energy storage markets, we aim to provide additional capacities to the ever-expanding electric forklift

and industrial material handling markets.

e360 product line, which is manufactured for the RV and marine industries, was launched in December 2020.

The e360 product line, through

its sales growth, has shown to be a preferred conversion solution for lead-acid batteries.

In December 2023, we announced our entrance

into the home energy storge market with our introduction of two LiFePO4 battery storage solutions that enable residential and small business

customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages.

that our e360 Home Energy Storage System has strong revenue potential with recurring income opportunities for us and our associated sales

products provide numerous advantages for various industries that are looking to migrate to lithium-based energy storage.

They incorporate

detailed-oriented design and engineering and strong case materials and internal and structural layouts, and are backed by responsive

customer service.

Market Opportunity

trend of vehicle electrification is expected to be a significant growth catalyst for lithium compounds over the next decade and beyond.

According to ResearchAndMarkets.com, the global EV market demand is expected to reach $1.66 trillion by 2030, expanding at a compound

annual growth rate (“CAGR”) of 14.5% over the forecast period.

On a global level, the market is driven by initiatives taken

by governments of various countries to promote manufacturing of EVs.

For example, the Electric Vehicles Initiative (“EVI”),

a multi-government forum with 13 participating countries, works to increase the adoption of EVs globally.

Several campaigns and programs

have been launched through the EVI forum, including the EV30@30 in 2017 initiative, which aims to have at least 11 countries with EVs

reflecting 30% of new vehicle sales by 2030.

Further, according to ResearchAndMarkets.com, the United States EV market size was valued

at $49.1 billion in 2022 and is anticipated to expand at a CAGR of over 15.5% between 2023 and 2032 due to the growing demand for efficient

and eco-friendly vehicles.

the North American RV market was estimated at roughly $33.95 billion in 2021, and is projected to grow at a 5.0% CAGR from 2024 to 2032

according to Expert Market Research.

There are over 200 national chain RV dealers in the United States, further underscoring the robust

market for these vehicles.

the intersection of both these trends lies the rapidly expanding lithium battery market.

According to IMARC, the market for lithium-ion

batteries is projected to grow at 13.2% CAGR to reach $93.3 billion by 2028.

vast expansion of the lithium battery market can be attributed to global trends promoting clean energy, as well as the compact and flexible

nature of lithium battery packs which make them easy to install in RVs and boats.

Our technology, which we believe offers industry leading

battery pack flexibility for the most efficient energy storage, is poised to be able to offer power to these large vehicles such as RVs

and recreational boats.

is focused on expanding its position in the deep cycle, off-grid and stationary energy storage markets.

According to the Federal Consortium

for Advanced Batteries, the United States has five goals in mind to secure battery materials and the U.S.

Expion360 focuses on the design, assembly, manufacturing,

and sale of lithium iron phosphate (“LiFePO4”) batteries and supporting accessories for recreational vehicles (“RVs”),

marine applications and home energy storage products with plans to expand into industrial applications.

Our high-powered, lithium battery

solutions incorporate innovative concepts and have been designed to include some of the most dense and minimal-footprint batteries in

the RV and marine industries.

In addition, in January 2025 we began selling our e360 Home Energy Storage Solutions, which consist of two

LiFePO4 battery storage solutions and seek to provide consumers with a cost-effective, low barrier of entry, flexible system to power

their homes utilizing solar energy, wind, or grid back-up.

We are deploying multiple intellectual property strategies with research and

products to sustain and scale our business.

This includes design, development and collaboration, using our IP to bring safety, quality

and service to our customers.

Our customers consist of dealers, wholesalers, private-label customers, and original equipment manufacturers

(“OEMs”) who then sell our products to end consumers and drive brand awareness nationally.

Our primary target markets are currently the RV, marine,

and home energy storage industries.

We believe we are well-positioned to capitalize on the rapid market conversion from lead-acid to lithium

batteries as the primary method of power sourcing in these industries.

We are also focused on expanding into the home energy storage market

with the introduction of our e360 Home Energy Storage Solutions, and we hope to establish a new standard in the industry for barrier price,

flexibility, and integration with this offering.

Along with the RV, marine and home energy storage markets, we aim to provide additional

capacities to the expanding electric forklift and industrial material handling markets.

We launched our e360 product line, which is manufactured

for the RV and marine industries, in December 2020.

The e360 product line, through its sales growth, has shown to be a preferred conversion

solution for lead-acid batteries.

In December 2023, we announced our entrance into the home energy storage market with our introduction

of two LiFePO4 battery storage solutions that enable residential and small business customers to create their own stable micro-energy

grid and lessen the impact of increasing power fluctuations and outages.

As of January 2025, we have begun shipping orders of our e360

Home Energy Storage Solutions.

We currently operate Expion360 as one reportable business

segment, Energy Storage (ES).

Our products provide numerous advantages for various

industries that are looking to migrate to lithium-based energy storage.

They incorporate detailed-oriented design and engineering, strong

case materials, and internal and structural layouts, and are backed by responsive customer service.

Our Market Opportunity

The trend of vehicle electrification is expected to

be a significant growth catalyst for lithium compounds over the next decade and beyond.

According to ReportLinker, the global light electric

vehicle market is growing at a 9.4% compound annual growth rate (“CAGR”) and is expected to reach $122.7 billion by 2027.

Similarly, the global golf cart battery market is growing at a 5.9% CAGR and is anticipated to reach $216.5 million by 2031 according

to Allied Market Research.

Furthermore, the global RV market was $57.3 billion

in 2021, and is anticipated to have a CAGR of 7.6% from 2022 to 2031, with an anticipated market of $117.0 billion by 2031, per Allied

Market Research.

In addition, the global residential solar energy storage

market is expected to increase from $20.5 billion in 2023, to an anticipated $518.8 billion in 2032, a CAGR of 43.16%, according to Market

Data Forecast.

At the intersection of both these trends lies the

rapidly expanding lithium battery market.

According to IMARC, the market for lithium-ion batteries is projected to grow at 13.2% CAGR

to reach $93.3 billion by 2028.

The vast expansion of the lithium battery market can

be attributed to global trends promoting clean energy, as well as the compact and flexible nature of lithium battery packs, which make

them easy to install in RVs and boats.

Our technology, which we believe offers industry-leading battery pack flexibility for the most

efficient energy storage, is poised to be able to offer power to these large vehicles such as RVs and recreational boats.

Expion360 is focused on expanding its position in

the deep cycle, off-grid, and stationary energy storage markets.

According to the Federal Consortium for Advanced Batteries, the United

States has five goals in mind to secure battery materials and the U.S.

technology supply chain.

include (1) securing access to raw materials;

(2) support of the U.S.

They include (i) securing access to raw

(ii) support of the U.S.

materials-processing base;

(3) stimulation of U.S.

electrode, cell,

and pack manufacturing;

(iii) stimulation of U.S.

electrode, cell, and pack manufacturing;

enabling recycling and reuse of critical materials;

and (5) support of scientific R&D, STEM education

and workforce development.

Expion360 is well-positioned to benefit from this national focus.

Biden administration has also laid out a bold agenda to address the climate crisis and build a clean and equitable energy economy that

achieves carbon-pollution-free electricity by 2035 and puts the United States on a path to achieve net-zero emissions, economy-wide.

We believe this government support will continue to drive rapid growth in the industry.

Lithium-based

batteries power our daily lives, from consumer electronics to national defense.

They enable electrification of the transportation sector

and provide stationary grid storage, critical to developing the clean-energy economy.

has a strong research community, a robust

innovation infrastructure for technological advancement of batteries, and an emerging lithium-based battery manufacturing industry, according

to the US Department of Energy.

is our desire to work closely with federal, state and local governments, as well as private industry to help America be the leader in

lithium battery technology.

believe the following strengths differentiate Expion360 and create long-term, sustainable competitive advantages:

Superior Capacity

to Lead Acid Competitors

batteries have always been the standard in RV and marine transportation vehicles.

Our lithium-ion batteries offer superior capacity to

our lead-acid competitors.

Our batteries utilize lithium iron phosphate, and therefore, are expected to have a lifespan of approximately

12 years - three to four times that of certain lead-acid batteries and with ten times the number of charging cycles.

Furthermore, we

believe that our typical battery provides three times the power of the typical, lead-acid battery despite being half the weight (comparing,

for example, a typical lead-acid battery like Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery and assuming

slow discharge at a .1C rate).

addition, in September 2023, Expion360 introduced a new 4.5 Ah 26650 lithium-ion phosphate battery cell.

This will allow us to increase

energy density by over 32% compared to traditional 3.4 Ah 26650 cells.

The 12 volt 450 Ah battery was introduced in September 2023 as

our first e360 battery incorporating our 4.5 Ah cell technology.

battery packs are also highly flexible, designed to be moved and used in various applications seamlessly.

We plan to onshore our semi-automated

pack assembly in Redmond, Oregon.

The initial equipment has arrived and subject to market conditions, we are working on setup and development

of additional equipment to automate the line.

This should allow us to use a more flexible approach to forming and creating new battery

By onshoring, we expect to be able to react to market demands at a much quicker pace and increase profit levels over our competition.

and (v) support of scientific R&D, STEM education and workforce development.

is well-positioned to benefit from this national focus.

Lithium-based batteries power our daily lives, from

consumer electronics to national defense.

They enable electrification of the transportation sector and provide stationary grid storage,

critical to developing the clean-energy economy.

has a strong research community, a robust innovation infrastructure for technological

advancement of batteries, and an emerging lithium-based battery manufacturing industry, according to the U.S.

Department of Energy.

It is our objective to work closely with federal,

state and local governments, as well as private industry to help America be the leader in lithium battery technology.

Competitive Strengths

We believe the following strengths

differentiate Expion360 and create long-term, sustainable competitive advantages:

Superior Capacity to Lead-Acid Competitors

Lead-acid batteries have historically been the standard

in RV and marine transportation vehicles, but these industries are experiencing a rapid conversion from lead-acid to lithium batteries

as the primary method of power sourcing.

Our lithium-ion batteries offer superior capacity to our lead-acid competitors with an expected

lifespan of approximately 12 years—three to four times the lifespan of certain lead-acid batteries—and ten times the number

of charging cycles.

Furthermore, our typical battery may provide three times the power of the typical, lead-acid battery despite being

half the weight (comparing, for example, a typical lead-acid battery like the Renogy Deep Cycle AGM, which is rated at 100Ah, to our

own LFP 100Ah battery and assuming slow discharge at a 0.1C rate).

In addition, we offer a 4.5 Ah 26650 lithium-ion phosphate

battery cell, which allows us to increase energy density by over 32% compared to traditional 3.4 Ah 26650 cells.

Expansion into New Markets

furtherance of our vision of stored energy, in the second quarter of 2023, we commenced deliveries of a portable power generator product,

the AURA POWERCAP™ 600 (the “Aura 600”).

The Aura 600 is designed to fit and convert any one of Expion360’s Group

24 lithium batteries into a 600W mobile power station.

The Aura 600’s proprietary patent pending design allows it to join seamlessly

to 60Ah, 80Ah, and 95Ah Expion360 batteries.

The Aura 600 is an exclusive fit to Expion360 batteries and is not compatible with other

The Aura 600 contains beneficial features and functions for a compact portable power unit, including the ability to recharge

the battery from the input charge port using the included 7 Amp household charger and the ability to recharge remotely with Expion360’s

lightweight portable solar panel options, which are sold separately.

In January 2023, we also announced our plans to introduce the AURA

POWERCAP™ 800 (the “Aura 800”), which is designed to fit and convert any one of our Group 27 lithium batteries into

an 800W mobile power station.

The Aura 800’s design allows it to join to 100Ah and 120Ah Expion360 batteries.

While we have completed

development of the Aura 800 and accepted pre-orders of the product, demand for the Aura 800 has been softer than anticipated and we have

no current plans to commence commercial sales of the product.

We remain focused on growing our commercial sales of the Aura 600.

Additionally,

in June 2023, we unveiled e360 SmartTalk, an innovative mobile app that allows the seamless integration and management of e360 Bluetooth-enabled

LiFePO4 batteries.

The technology enables users to wirelessly monitor and manage e360 batteries, providing a view of individual battery

conditions and performance as well as a comprehensive view of an entire power bank consisting of multiple e360 batteries.

GC2 LiFePO4 battery was also introduced in June 2023 as our first e360 SmartTalk Battery for powering electric golf carts and other light

electric vehicles (LEVs).

December 2023, we entered the home energy storage market with our introduction of two LiFePO4 battery storage solutions:

Our proprietary e360 SmartTalk mobile app is included

in many of our battery models and allows the seamless integration and management of e360 Bluetooth-enabled LiFePO4 batteries.

The technology

enables users to wirelessly monitor and manage e360 batteries, providing a comprehensive view of both individual battery conditions and

performance, and a power bank consisting of multiple e360 batteries.

The 48 Volt GC2 LiFePO4 battery was our first e360 SmartTalk Battery

for powering electric golf carts and other light electric vehicles.

In December 2023, we entered the home energy storage

market with our introduction of two LiFePO4 battery storage solutions comprising our e360 Home Energy Storage Solution:

a wall mounted

all-in-one inverter and 10kW battery and an expandable server rack style battery cabinet system.

all-in-one inverter and 10kWh battery and an expandable server rack style battery cabinet system.

We believe our new home energy storage

1 unchanged sentence

CAGR to reach $17.5 billion by 2028.

Further, according to Clean Energy Group, approximately 3.2 million homes in the United States

have solar panels installed, but only about 6% of residential solar systems have battery storage.

National Retail Customers and Distribution Channels

has sales relationships with many major RV and marine retailers, and plans to use what we believe is a strong reputation in the lithium

battery space to create an even stronger distribution channel.

Current and former members of management have used their decades of experience

in the energy and RV industries to cultivate relationships with numerous retailers in the space, including Camping World, a leading national

and Meyer Distributing, Inc., a leading national marketer and distributor of automotive and RV specialty products.

Further, according to Clean Energy Group, approximately 3.2 million homes in the United States have

solar panels installed, but only about 6% of residential solar systems have battery storage.

Our home energy storage products are currently

completing UL testing and certification, as well as other requirements for various Authorities Having Jurisdiction.

In January 2024, we introduced our next generation

12V GC2 and Group 27 series LiFePO4 batteries.

These new versions include higher amp-hour options (4.0Ah and 4.5Ah cell technology) and

the latest advancements in power technology features, including Expion360’s proprietary Vertical Heat Conduction™ internal

heating, Bluetooth®, and controller area network (“CANBus”) communication.

We began delivering the new 12V GC2 and Group

27 batteries to customers in the second quarter of 2024.

In July 2024, we launched our new Edge battery, which

offers a slim design and adds greater flexibility during installation.

The Edge is offered in both 12V and 48V versions.

We are seeing

high customer interest and started shipping the new Edge in July 2024.

Strong National Retail Customers and Distribution

We have sales relationships with many major RV and

marine retailers and plan to use our strong reputation in the lithium battery space to create an even stronger distribution channel.

and former members of management have used their decades of experience in the energy and RV industries to cultivate relationships with

numerous retailers in the space, including Camping World, a leading national RV retailer;

and Meyer Distributing, Inc., a leading national

marketer and distributor of automotive and RV specialty products.

Home Energy Integration

We are currently having discussions with integration

This is key for the development of our home energy storage products and subsequent sales growth.

Expion360 Products

focus on the design, assembly, and sales of LiFePO4 batteries and supporting accessories for RV and marine applications, as well as our

recent expansion into home energy storage solutions.

Our batteries are designed and engineered in-house using premium lithium iron phosphate

cells with quality controls at every step.

We use high-grade LiFePO4 encased in steel and meeting the UL 1642 standard (UL File No.

We believe that our materials and engineering enhance the reliability, stability, and safety of our products.

We reimagined the standard

battery case and included built-in rubber feet, radiused corners, 96.7% larger terminal connection pads, interior molded ribs for structural

security, and the highest-grade ABS plastics with additives for fire retardancy.

To maximize the power and efficiency of our batteries,

we welded our cells via thick copper/tin-machined collector plates, welded all interior pack points, added a press break flange at each

end to create a mechanical backbone for the battery monitoring system (the “BMS”), used high-grade wiring and ring terminals

throughout, and treated connections with industrial epoxy for long-lasting protection.

Our internal “smart” BMS design includes

multiple safety and performance features, such as:

low temperature discharge, auto shutoff, short circuit protection, low- and high-voltage

shutoffs, and overcurrent disconnect.

Our structurally sound BMS board features a bolted design, eliminating all unnecessary solder,

resulting in one cohesive pack with a long lifespan.

We hold our lithium batteries to high safety standards, which has enabled us to

achieve a UL 1973 compliance.

We stand by our batteries with an industry leading 12-year warranty.

enable us to provide a full range of components to complement our battery offerings, we offer a suite of accessories and components for

new installations or conversions which includes but is not limited to chargers, monitors, inverters, and solar components from brands

such as Victron Energy and RedArc.

We have historically focused on the design, assembly,

and sales of LiFePO4 batteries and supporting accessories for RV and marine applications, and have recently expanded into home energy

storage solutions.

Our batteries are designed and engineered in-house using premium lithium iron phosphate cells with quality controls

at every step.

We use high-grade LiFePO4 batteries meeting the UL 1642 standard (UL File No.

We believe our materials and engineering

enhance the reliability, stability, and safety of our products relative to those of our competitors.

We reimagined the standard battery

case and included built-in rubber feet, radiused corners, 96.7% larger terminal connection pads, interior molded ribs for structural security,

and the highest-grade ABS plastics with additives for fire retardancy.

To maximize the power and efficiency of our batteries, we welded

our cells via thick copper/tin-machined collector plates, welded all interior pack points, added a press break flange at each end to create

a mechanical backbone for the battery monitoring system (“BMS”), used high-grade wiring and ring terminals throughout, and

treated connections with industrial epoxy for long-lasting protection.

Our internal “smart” BMS design includes multiple safety

and performance features, such as low temperature discharge, auto shutoff, short circuit protection, low- and high-voltage shutoffs, and

overcurrent disconnect.

Our structurally sound BMS board features a bolted design, eliminating all unnecessary solder, resulting in one

cohesive pack with a long lifespan.

We hold our lithium batteries to high safety standards, which has enabled us to achieve a UL 1973

We stand by our batteries with a robust 12-year warranty.

To enable us to provide a full range of components

to complement our battery offerings, we offer a suite of accessories and components for new installations or conversions which includes

but is not limited to chargers, monitors, inverters, and solar components from brands such as Victron Energy and RedArc.

As of December 31, 2024, we offered the following products for sale:

12V Batteries:

o e360 60Ah LiFePO4 battery

o e360 80Ah LiFePO4 battery

o e360 95Ah LiFePO4 battery

o e360 100Ah LiFePO4 battery

o e360 120Ah LiFePO4 battery

o e360 100Ah LiFePO4 battery with SmartTalk, CANBus, and VHS Internal Heating

o e360 162Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating

· EX1 Custom:

o e360 368Ah LiFePO4 battery

o e360 368Ah LiFePO4 battery with SmartTalk

o e360 450Ah LiFePO4 battery with SmartTalk

· EX2 Edge Custom:

o e360 240Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating

48V Batteries:

o e360 36Ah LiFePO4 battery with SmartTalk and CANBus

· EX2 Edge Custom:

o e360 60Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating

· 3U Server Rack Home Energy Battery:

o e360 100Ah Home Energy LiFePO4 battery with CANBus

· Battery Monitors

· DC-DC Battery Chargers

· AC-DC Battery Chargers

· Solar Charge Controller Battery Chargers

· CANBus Communication Cables

· 120W Portable Solar Panel

· Industrial Battery Mounting Kits – 10 models

· Terminal Blocks

· AURA Powercap 600W Inverter

· e360 SmartTalk mobile app

As of December

2023, we offer the following products for sale:

Group 24 batteries:

60Ah lithium battery

80Ah lithium battery

Extreme Density 95Ah lithium battery

Group 27 batteries:

100Ah lithium battery

Extreme Density 120Ah lithium battery

Custom form factor battery:

Extreme Density 360Ah battery

Extreme Density 450 Ah lithium battery

Group GC2 batteries:

36Ah lithium battery

e360 Lithium Power Bundle™

battery chargers

tie-downs – 7 models

POWERCAP TM 600

SmartTalk TM mobile app

of December 31, 2023, we have the following products in our pipeline:

In September 2023, we introduced

a new 4.5 Ah 26650 lithium-ion phosphate battery cell and 12 Volt 450 Ah e360 SmartTalk™ lithium-ion battery.

Expion360 began

taking pre-orders for the new 450 Ah e360 SmartTalk™ battery starting in the fourth quarter of 2023, with initial shipments

expected to begin in the first quarter of 2024.

In December 2023, we introduced

our two LiFePO4 battery storage solutions, a wall mounted all-in-one inverter and 10kW battery and an expandable server rack style

battery cabinet system.

Expion360 expects to begin taking orders for the new home energy storage solutions in second quarter of 2024

with anticipated deliveries beginning in second half of 2024.

See the section above titled “— Expansion into New Markets ”

for additional information about the new home energy storage solutions.

competitors include lithium-ion battery manufacturers, such as Relion (which was acquired by Brunswick Corporation in September 2021);

31, 2024, we had the following products in our pipeline:

· In September 2023, we introduced a new 4.5 Ah

26650 lithium-ion phosphate battery cell and 12 Volt 450 Ah e360 SmartTalk™ lithium-ion battery.

We have been regularly shipping

the battery to our customers, including OEMs, since March 2024.

· In December 2023, we introduced a wall mounted

all-in-one inverter and 10kW battery and an expandable server rack style battery cabinet system and begun taking orders for the new e360

Home Energy Storage Solutions, which began shipping to customers in January 2025.

See the section above titled “ Competitive Strengths — Expansion

into New Markets ” for additional information about the new home energy storage solutions.

Our competitors include lithium-ion battery manufacturers,

such as Relion (which was acquired by Brunswick Corporation in September 2021);

Dragonfly Energy Holdings Corp (Nasdaq:

DFLI), the manufacturer of Battle Born Batteries;

DFLI), the manufacturer

of Battle Born Batteries;

and Dakota Lithium.

Lead-acid battery

manufactures also continue to have a presence in the marketplace.

We have designed custom form factors in both the industry standard

Group 24 and Group 27 battery sizes allowing us to visually and structurally differentiate Expion360 within the market space.

that our custom 360Ah battery also provides a unique capacity to footprint ratio compared to lead-acid and lithium battery competitors.

Our batteries utilize lithium iron phosphate, and therefore, are expected to have a lifespan of approximately 12 years - three to four

times that of certain lead-acid batteries and with ten times the number of charging cycles.

Furthermore, we believe that our typical

battery provides three times the power of the typical, lead-acid battery despite being half the weight (comparing, for example, a typical

lead-acid battery like Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery and assuming slow discharge at a

Manufacturing

and Supply Chain

batteries are manufactured by multiple third-party manufacturers located in Asia, which also produce our battery cells.

While we do not

have long-term purchase agreements with our third-party manufacturers and our purchases are completed on a purchase order basis, we maintain

strong relationships with our manufacturers and cell suppliers, reflected in our ability to increase our purchase order volumes (qualifying

us for related volume-based discounts).

The strength of these relationships has helped us moderate increased supply-related costs associated

with inflation, currency fluctuations, and U.S.

government tariffs imposed on our imports and to avoid potential shipment delays.

aim to maintain an appropriate level of inventory to satisfy our expected supply requirements.

We believe that we could locate suitable

alternative third-party manufacturers to fulfill our needs if needed.

third-party manufacturers source the raw materials and battery components required for the production of our batteries directly from

third-party suppliers that meet our approval and quality standards and, as a result, we may have limited control over the agreed pricing

for these raw materials and battery components.

We estimate that raw material costs account for over half of our cost of goods sold.

The costs of these raw materials, particularly lithium-ion batteries, are volatile and beyond our control.

Additionally, availability

of the raw materials used to manufacture our products may be limited at times, resulting in higher prices and/or the need to find alternative

For example, a global shortage and component supply disruptions of electronic battery components were reported during 2021

and 2022, but it is not currently affecting our supply chain.

Our battery cell manufacturers also have joint venture factories outside

of Asia and have secured sourcing contracts from lithium suppliers in South America and Australia.

In addition, we secured a secondary

source for lithium iron phosphate cells used in our batteries from a supplier in Europe, enabling us to source materials outside of Asia

in the event it becomes necessary to do so.

is a key raw material used to produce our battery cells and as a result, the cost of our battery cells is dependent on the price and

availability of lithium, which may be volatile and unpredictable

addition to increased mining and newly located reserves, there is also an industry push to provide more efficient ways to extract lithium

from the mined ore.

Another development of the past few years is lithium cell recycling.

This process will recapture the raw lithium

from the cell for reuse in future cells.

The price of lithium remains subject to volatility and thus we aim to monitor any developments

that might adversely affect our supply chain.

currently have more than 300 customers across the United States consisting of dealers, wholesalers, private-label customers and original

equipment manufacturers who then sell our products to end consumers.

Our sales are completed on a purchase order basis and most are without

firm, long-term revenue commitments or sales arrangements.

In addition, we also sell products directly to consumers.

Expion360 has sales

relationships with many major RV retailers, including Camping World, a leading national RV retailer and Meyer Distributing, Inc., a leading

national marketer and distributor of automotive and RV specialty products.

In December 2022, we were selected as the exclusive supplier

of lithium-ion batteries for an overland trailer to be branded and sold by a top U.S.

sports utility vehicle manufacturer.

progress and success with our existing sales and distribution activities and to avoid any channel conflicts, our previously announced

value-added reseller program has been deferred, pending additional review.

We will continue to focus on our sales and distribution channels

in order to develop existing customer relationships and grow our customer base.

We also offer a high level of technical support to our

customers before and after product sales.

currently derive a significant portion of our revenues from a limited number of customers.

During the year ended December 31, 2023, sales

to two customers totaled approximately 21% of our total sales.

While these customers did not have accounts receivable balances as of

December 31, 2023, four other customers had accounts receivable balances totaling $140 thousand, representing 90% of total accounts receivable

as of December 31, 2023.

Sales to each of our other customers did not exceed 10% during this period.

success of our business and our technology leadership is supported by our proprietary battery technology.

We have filed 11 patent applications

in the United States to provide protection for our technology, including seven design patent applications and four utility patent applications.

In addition, we rely upon a combination of trademark and trade secret laws in the United States, as well as license agreements and other

contractual protections, to establish, maintain and enforce rights in our proprietary technologies.

We also seek to protect our intellectual

property rights through non-disclosure and invention assignment agreements with our employees and consultants and through non-disclosure

agreements with business partners and other third parties.

periodically review our development efforts to assess the existence and patentability of new intellectual property.

We pursue the registration

of our domain names, trademarks, and service marks in the United States.

In an effort to protect our brand, as of December 31, 2023,

we own 15 trademark registrations to cover our house marks in the United States.

We also own nine trademark registrations relating to

our house marks in Canada.

Lead-acid battery manufactures also continue to have a presence in the marketplace.

We have designed custom form factors in both the industry standard Group 24 and Group 27 battery sizes allowing us to visually and structurally

differentiate Expion360 within the market space.

We believe our custom 360Ah battery also provides a unique capacity to footprint ratio

compared to lead-acid and lithium battery competitors.

Our batteries utilize lithium iron phosphate and therefore are expected to have

a lifespan of approximately 12 years—three to four times that of certain lead-acid batteries—and ten times the number of charging

Furthermore, our typical battery may provide three times the power of the typical lead-acid battery despite being half the weight

(comparing, for example, a typical lead-acid battery like Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery

and assuming slow discharge at a 0.1C rate).

Manufacturing and Supply Chain

Our batteries are manufactured by multiple third-party

manufacturers located in Asia, which also produce our battery cells.

While we do not have long-term purchase agreements with these manufacturers

and our purchases are completed on a purchase-order basis, we maintain strong relationships with our manufacturers and cell suppliers,

reflected in our ability to increase our purchase order volumes (qualifying us for related volume-based discounts).

The strength of these

relationships has helped us moderate increased supply-related costs associated with inflation, currency fluctuations, and U.S.

tariffs imposed on our imports, and avoid potential shipment delays.

We aim to maintain an appropriate level of inventory to satisfy our

expected supply requirements.

We believe we could locate suitable alternative third-party manufacturers to fulfill our requirements if

Our third-party manufacturers source the raw materials

and battery components required for the production of our batteries directly from third-party suppliers that meet our approval and quality

standards and, as a result, we may have limited control over the agreed pricing for these raw materials and battery components.

that raw material costs account for over half of our cost of goods sold.

Lithium, which is extracted from mined ore, is a key raw material

used to produce our battery cells and, as a result, the cost of our battery cells is dependent on the price and availability of lithium,

which may be volatile and unpredictable and beyond our control.

Additionally, availability of the raw materials used to manufacture our

products may be limited at times, resulting in higher prices and/or the need to find alternative suppliers.

Our battery cell manufacturers

have joint venture factories outside of Asia and have secured sourcing contracts from lithium suppliers in South America and Australia.

In addition, we have a secondary source for lithium iron phosphate cells used in our batteries from a supplier in Europe, enabling us

to source materials outside of Asia in the event it becomes necessary to do so.

In addition to increased mining and newly located

reserves, there is an industry push to provide more efficient ways to extract lithium from mined ore.

Another development of the past

few years is lithium cell recycling.

This process will recapture the raw lithium from the cell for reuse in future cells.

However, notwithstanding

any efforts to improve the sustainability and efficiency of lithium mining, the price of lithium is volatile.

We continue to monitor developments

that may adversely affect our supply chain.

Management expects that products from our Asian third-party

manufacturers will be subject to additional tariffs in 2025.

We believe that we can protect our margins through a combination of supplier

concessions, customer price increases and efficiencies gained as sales continue to grow.

We currently have more than 300 customers across the

United States consisting of dealers, wholesalers, private-label customers and OEMs who then sell our products to end consumers.

are completed on a purchase order basis and most are without firm, long-term revenue commitments or sales arrangements.

Expion360 has

sales relationships with many major RV retailers, including Camping World, a leading national RV retailer and Meyer Distributing, Inc.,

a leading national marketer and distributor of automotive and RV specialty products.

In addition, we also sell products directly to end

We intend to continue to focus on our sales and distribution channels to develop existing customer relationships and grow our

customer base.

We also offer a high level of technical support to our customers before and after product sales.

We currently derive a significant portion of our revenue

from a limited number of customers.

During the year ended December 31, 2024, sales to one customer accounted for approximately 14% of

our gross sales.

This customer accounted for 6% of our accounts receivable as of December 31, 2024.

Sales to each of our other customers

did not exceed 10% during this period.

Four other customers accounted for 60% of our accounts receivable as of December 31, 2024.

Intellectual Property

The success of our business and our technology leadership

is supported by our proprietary battery technology.

We have filed 11 patent applications in the United States to provide protection for

our technology, including seven design patent applications and four utility patent applications.

In addition, we rely upon a combination

of trademark and trade secret laws in the United States, as well as license

agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies.

to protect our intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants

and through non-disclosure agreements with business partners and other third parties.

We periodically review our development efforts to

assess the existence and patentability of new intellectual property.

We pursue the registration of our domain names and trademarks and

service marks in the United States and in an effort to protect our brand, as of December 31, 2024, we have 18 trademarks registered or

pending registration to cover our house marks in the United States and have 9 trademarks registered or pending registration in Canada.

Government Regulation

are subject to inspections by federal, state, and local regulators overseeing environmental health and safety, which could result in

possible citations and/or fines.

Lithium-ion battery shipments are categorized as “dangerous goods” and are subject to rules

governing their transportation.

We have implemented policies and procedures, trained our employees, and conducted internal audits to

verify compliance with environmental health and safety regulations.

August 2022, our Group 24 and Group 27 batteries passed UL 1973 certification.

In February 2023, our custom 360Ah battery also passed

UL 1973 certification.

of December 31, 2023, we had 23 full-time employees.

None of our employees are covered by collective bargaining agreements, and we have

never experienced an organized work stoppage, strike, or labor dispute.

We believe our working conditions and compensation packages are

competitive with those offered by competitors and consider our relations with our employees to be good.

We are subject to inspections by federal, state, and

local regulators overseeing environmental health and safety, which could result in possible citations and/or fines.

Lithium-ion battery

shipments are categorized as “dangerous goods” and are subject to rules governing their transportation.

We have implemented

policies and procedures, trained our employees, and conducted internal audits to verify compliance with environmental health and safety

Our Group 24 and Group 27 batteries and our custom

360Ah battery have passed UL 1973 certification.

As of December 31, 2024, we had 20 employees, all

of whom worked for us full time.

None of our employees are covered by collective bargaining agreements and we have never experienced an

organized work stoppage, strike, or labor dispute.

We believe working conditions and compensation packages are competitive with those

offered by competitors and consider our relations with our employees to be good.

Environmental, Health, and Safety

and our third-party manufacturers and suppliers are, and could become, subject to a wide range of international, federal, state, provincial,

and local governmental regulations directed at preventing or mitigating environmental harm, as well as to the storage, discharge, handling,

generation, disposal and labeling of toxic or other hazardous substances.

Although we outsource our manufacturing, the manufacturing

of our products by our third-party manufacturers and suppliers require the use of hazardous materials that similarly subject these third

parties, and therefore our business, to such environmental laws and regulations.

Our failure or the failure of these third parties to

comply with these laws or regulations can result in regulatory, civil, or criminal penalties, fines, and legal liabilities, suspension

of production, alteration of manufacturing processes, including for our products, reputational damage, and negative impact on our operations

or sales of our products and services.

Increased compliance costs by our third-party manufacturing partners may also result in increased

costs to our business.

Our business and operations are also subject to health and safety laws and regulations adopted by government agencies

such as the Occupational Safety and Health Administration.

Although we believe we are in material compliance with applicable law concerning

matters relating to health, safety, and the environment, the risk of liability relating to these matters cannot be eliminated completely.

To date, we have not incurred significant expenditures relating to environmental compliance nor have we experienced any material issues

relating to employee health and safety.

See the section titled “ Risk Factors ” for additional information.

Implications of

Being an Emerging Growth Company and a Smaller Reporting Company

qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise

applicable generally to public companies.

We and our third-party manufacturers and suppliers

are, and could become, subject to a wide range of international, federal, state, provincial, and local governmental regulations directed

at preventing or mitigating environmental harm, as well as to the storage, discharge, handling, generation, disposal and labeling of toxic

or other hazardous substances.

Although we outsource our manufacturing, the manufacturing of our products by our third-party manufacturers

and suppliers require the use of hazardous materials that similarly subject these third parties, and therefore our business, to such environmental

laws and regulations.

Our failure or the failure of these third parties to comply with these laws or regulations can result in regulatory,

civil, or criminal penalties, fines, and legal liabilities, suspension of production, alteration of manufacturing processes, including

for our products, reputational damage, and negative impact on our operations or sales of our products and services.

Increased compliance

costs by our third-party manufacturing partners may also result in increased costs to our business.

Our business and operations are also

subject to health and safety laws and regulations adopted by government agencies such as the Occupational Safety and Health Administration.

Although we believe we are in material compliance with applicable laws concerning matters relating to health, safety, and the environment,

the risk of liability relating to these matters cannot be eliminated completely.

To date, we have not incurred significant expenditures

relating to environmental compliance nor have we experienced any material issues relating to employee health and safety.

See the section

titled “ Risk Factors ” for additional information.

Implications of Being an Emerging Growth Company

and a Smaller Reporting Company

We qualify as an “emerging growth company”

as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

As an emerging growth company, we have elected

to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.

These provisions include:

requirement that we provide only two years of audited financial statements in addition to any required unaudited interim financial

statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

disclosure about our executive compensation arrangements;

from the requirement that we hold a non-binding advisory vote on executive compensation or golden parachute arrangements;

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company.

would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have

total annual gross revenues of $1.235 billion or more;

(ii) the last day of our fiscal year following the fifth anniversary of the date

of the completion of our initial public offering;

(iii) the date on which we have issued more than $1.0 billion in non-convertible debt

during the previous three years;

or (iv) the date on which we are deemed to be a large accelerated filer as defined in the Exchange Act.

are also a smaller reporting company as defined in the Exchange Act.

We may continue to be a smaller reporting company even after we

are no longer an emerging growth company.

We may take advantage of certain of the scaled disclosures available to smaller reporting companies

and will be able to take advantage of these scaled disclosures for so long as (i) our common stock, par value $0.001 per share (“Common

Stock”) held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or (ii)

our annual revenue is less than $100.0 million during the most recently completed fiscal year, and our Common Stock held by non-affiliates

· the requirement that we provide only two years

of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

· reduced disclosure about our executive compensation

arrangements;

· an exemption from the requirement that we hold

a non-binding advisory vote on executive compensation or golden parachute arrangements;

· an exemption from the auditor attestation in

the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to

five years or such earlier time that we are no longer an emerging growth company.

We would cease to be an emerging growth company on the

date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more;

(ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering;

the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years;

or (iv) the date on which

we are deemed to be a “large accelerated filer” under SEC rules.

We are also a “smaller

reporting company” as defined in the Exchange Act.

We may continue to be a smaller reporting company even after we are no longer

an emerging growth company.

We may take advantage of certain of the reduced reporting requirements available to smaller reporting companies

and will be able to take advantage of these reduced reporting requirements for so long as our voting and non-voting Common Stock held

by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is

less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates

is less than $700.0 million measured on the last business day of our second fiscal quarter.

What changed 10-K

Item 1. Business