What changed in this filing

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Item 1. Business

2026-03-17 compared with 2025-03-31 · 325 added, 371 removed, 12 unchanged (98% of the section changed)

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.

They include (i) securing access to raw

(ii) support of the U.S.

materials-processing base;

(iii) stimulation of U.S.

electrode, cell, and pack manufacturing;

enabling recycling and reuse of critical materials;

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.

Expion360 focuses

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

for recreational vehicles (“RVs”), marine, and 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, we deploy intellectual property strategies to support product development, enhance safety and performance, and strengthen

relationships across our target markets.

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

service to our current customers and to build relationships with customers in a variety of industries.

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 include the RV, marine, and industrial power sectors.

We believe the ongoing transition from traditional lead-acid batteries

to LiFePO4 battery systems as the preferred power storage solution presents growth opportunities across these industries.

to the RV and marine markets, we are expanding our focus to include industrial, construction, surveillance, remote monitoring, and other

mission-critical applications requiring reliable, high-energy-density battery systems.

We are also pursuing opportunities within the

electric forklift and industrial material handling markets, where lithium battery adoption continues to increase.

We launched our e360

product line in December 2020, initially targeting the RV and marine industries.

Through continued sales growth and product development,

the e360 product line has gained adoption among customers transitioning from lead-acid battery systems.

We have since expanded our product

portfolio to include next-generation lithium battery models designed to increase capacity, improve energy density, enhance manufacturability,

and expand integration capabilities for OEM and industrial applications.

These products are intended to support mobile and off-grid systems

for construction, industrial power, surveillance, and remote monitoring applications.

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 design

and engineering, strong case materials, optimized internal structural layouts, and are supported by responsive customer service.

Market Opportunity

Lithium-based

batteries power a broad range of applications, from consumer electronics to transportation systems and national defense infrastructure.

They support electrification trends across multiple industries and enable both mobile and stationary energy storage solutions.

States maintains a strong research ecosystem and an emerging domestic battery manufacturing base, supported by federal initiatives aimed

at strengthening supply chains and advancing battery technology, 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.

currently focuses on the deep cycle, off-grid, RV, marine, industrial, and specialty vehicle markets, where high-performance LiFePO4

battery systems are increasingly displacing legacy lead-acid solutions.

These applications require lightweight, high-energy-density,

and durable power systems capable of operating in varied and demanding environmental conditions.

global RV market was valued at approximately $60.7 billion in 2022 and is projected to grow at a compound annual growth rate (CAGR) of

11.5% from 2023 through 2030, reaching an estimated $144.55 billion by 2031, according to Grand View Research.

Increasing electrification

within RV platforms, including off-grid and extended-runtime applications, continues to support adoption of lithium-based battery systems.

broadly, trends toward equipment electrification, reduced generator runtime, remote monitoring infrastructure, and mobile industrial

applications are contributing to sustained demand for advanced battery systems.

According to IMARC, the global

lithium-ion battery market exceeded $150 billion in 2025 and continues to expand as electrification advances across transportation, industrial,

and specialty equipment sectors.

our established presence in RV and marine applications, we are evaluating opportunities in adjacent light electric vehicle, surveillance,

and remote monitoring applications that require high-reliability battery systems.

According to Precedence Research, the global light

electric vehicle market was estimated at $107 billion in 2025 and is projected to reach $268 billion by 2035.

While these adjacent markets

represent potential long-term growth opportunities, our current commercial focus remains concentrated in deep-cycle, recreational, and

specialty-use applications.

believe the compact form factor, modularity, and high energy density of our lithium battery systems position us to address applications

requiring lightweight, high-capacity power solutions across RVs, marine systems, industrial equipment, and remote monitoring applications.

we do not currently manufacture battery cells domestically, we monitor developments in U.S.

supply chain policy and manufacturing initiatives

that may influence the industry over time.

We periodically evaluate strategic opportunities that could align with our long-term objectives;

however, our current operations rely primarily on established offshore third-party manufacturing partners.

Domestic supply chain initiatives

represent potential future developments rather than current operational drivers.

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 are designed to offer superior

capacity to traditional lead-acid batteries, with an expected lifespan of approximately 12 years under standard operating conditions—three

to four times that of certain lead-acid batteries—and ten times the number of charge 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 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

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 10kWh battery and an expandable server rack style battery cabinet system.

We believe our new home energy storage

product line will benefit from a fast-growing battery energy storage market, which is forecasted by Markets and Markets to grow at a 26.4%

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.

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.

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 as well as information about a power bank consisting of multiple e360 batteries.

Volt GC2 LiFePO4 battery was the first model to incorporate e360 SmartTalk for electric golf carts and other light electric vehicle applications.

In 2024, we introduced

our next generation 12V GC2 and Group 27 series LiFePO4 batteries incorporating higher amp-hour cell options (4.0Ah and 4.5Ah) and the

latest technology, including our proprietary Vertical Heat Conduction™ internal heating, Bluetooth®, and controller area network

(“CANBus”) communication.

We also launched the Edge battery in 2024, which offers a slim design designed to provide installation

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

In February 2026,

we announced plans to release three next-generation lithium-ion battery models expected to be commercially available in the second half

The new models include upgraded Group 27 (12.8V 140Ah), GC2H (12.8V 180Ah), and EX1 (12.8V 420Ah) batteries, each designed to

increase capacity relative to prior generations.

platforms incorporate our VHC™ internal heating technology, SmartTalk™ Bluetooth connectivity, and CANBus communication,

and are engineered to meet UL 1973 safety standards, with final certification pending.

The redesigned batteries are also intended to

support manufacturing efficiencies and margin improvement initiatives.

Also in February

2026, we entered into a strategic partnership with Dealer Accessory Supply (“DAS”) related to the launch of the DASGen Hybrid

Energy Storage System, representing our entry into the industrial energy storage market.

DASGen is designed to function as an energy

buffer between diesel generators and jobsite electrical loads and is intended to support reduced generator runtime, subject to site conditions

Under the partnership, DAS serves as the final system assembler, while we supply the battery technology and lead sales and

marketing efforts.

The system utilizes our lithium iron phosphate battery platform and is integrated with industrial power electronics.

Initial field deployments have been completed, with performance dependent on site-specific operating conditions.

Strong National

Retail Customers and Distribution Channels

We maintain sales

relationships with major RV and marine retailers and plan to use our strong reputation in the lithium battery space to create an even

stronger distribution channel.

We have decades of experience in the energy and RV industries and cultivate relationships with numerous

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

and Keystone Automotive, a leading national marketer

and distributor of automotive and RV specialty products.

Expion360 Products

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

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;

We have historically

focused on the design, assembly, and sale of LiFePO4 batteries and supporting accessories for RV and marine applications, and have recently

expanded into home energy storage solutions and the industrial energy storage market.

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

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 a robust 12-year

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

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;

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.

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.

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 EX1 battery also

provides a unique capacity to footprint ratio compared to lead-acid and lithium battery competitors.

Our lithium iron phosphate batteries

are designed to provide improved cycle life, energy density, and weight relative to traditional lead-acid batteries.

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 generally transact on a purchase order basis, we maintain strong relationships with

our manufacturers and cell suppliers, which historically have enabled us to increase our purchase volumes and qualify for volume-based

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 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 needed.

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.

We estimate 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

Our battery cell manufacturers have joint venture factories outside of Asia and have 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 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.

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.

While we expect that

products from our Asian third-party manufacturers will be subject to additional tariffs in 2026, we believe that we can protect our margins

through a combination of supplier concessions, customer price increases and operational efficiencies gained as sales continue to grow.

trade policy has been subject to significant legislative, regulatory, and judicial developments in recent years.

For example, in

February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize

the President to impose tariffs.

While that decision invalidated certain tariffs imposed under that authority, tariffs and other trade

measures may continue to be imposed under other statutory authorities or through future legislation.

However, there can be no assurance

that such efforts will fully offset increased costs.

We currently have

around 300 customers across the United States consisting of dealers, wholesalers, private-label customers and OEMs 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.

Expion360 has sales relationships with many major RV retailers, including Camping World, a leading national RV

retailer, and Keystone Automotive, a leading national marketer and distributor of automotive and RV specialty products.

we also sell products directly to end consumers.

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, 2025, sales to four customers

accounted for approximately 60% of our gross sales.

These customers accounted for 69% of our outstanding accounts receivable as of December

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

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

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

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.

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.

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.

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, 2025, we have 18

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

registration in Canada.

Government Regulations

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 regulations.

As of December 31,

2025, our currently commercialized lithium iron phosphate batter models have achieved UL 1973 certification.

Certain next-generation

models remain subject to final certification.

As of December 31,

2025, we had 22 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

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.

Noncompliance by us or third-party manufacturers with applicable environmental

or safety regulations could result in regulatory actions, penalties, or operational disruptions.

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:

· 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

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.

disclosure about our executive compensation arrangements;

exemption from the requirement that we hold a non-binding advisory vote on executive compensation

or golden parachute arrangements;

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

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;

(iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous

or (iv) the date on which we are deemed to be a “large accelerated filer” under SEC rules.

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