Expion Energy Amends Private Placement Terms, Modifies Conversion Structure

Expion Energy, Inc. has entered into an amendment and restatement of a private placement agreement originally executed on August 21, 2026. The company and the purchasers, led by Five Narrow Lane, LP, have updated the terms of the Convertible Debentures and Warrants issued in the original transaction.

Under the original agreement, the company issued $9,000,000 principal amount of 8% Convertible Debentures due August 21, 2029. These debentures were originally structured to convert into a series of Preferred Stock, subject to stockholder approval. The amended agreement replaces the Preferred Stock structure with a direct conversion into the company’s Common Stock.

The Amended and Restated Convertible Debentures will have an initial conversion price of $4.25 per share, which is equal to 105% of the average of the daily volume weighted average prices for the five trading days prior to August 21, 2026. The debentures are unsecured debt obligations that mature three years after their original issuance dates. Interest accrues at the Applicable Federal Rate initially and increases to 8% per annum on the first anniversary of the issuance.

The company also amended the Warrants, which allow the holders to purchase up to 2,117,219 shares of Common Stock. The amendment and restatement of the Registration Rights Agreement was also completed.

Under the Amended and Restated Purchase Agreement, the purchasers have been granted an Additional Investment Right. This allows them to purchase Amended and Restated Convertible Debentures up to an aggregate principal amount of $91,000,000 at any time within 18 months following the effective date of the agreement. The initial conversion price for the first $10,000,000 of these additional debentures will be 150% of the initial conversion price of the primary debentures ($6.375). Subsequent purchases will have a conversion price equal to the lower of the primary debenture price or 90% of the average of the three lowest daily volume weighted average prices over the five trading days prior to the exercise date.

The company’s former Chief Executive Officer and Chairman, Joseph Hammer, serves as a managing member of the general partner of the lead purchaser, Five Narrow Lane, LP, and may share voting power over the securities issued under these agreements.