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United States securities and exchange commission logo
February 3, 2022
John Yozamp
Chief Executive Officer
Expion360 Inc.
2025 SW Deerhound Avenue
Redmond, OR 97756
Re: Expion360 Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Filed January 21,
2022
File No. 333-262285
Dear Mr. Yozamp:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 13, 2022 letter.
Form S-1 Filed January 21, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 36
1. We have reviewed your
response to prior comment ten. You now disclose that net cash
provided by financing
activities for the nine months ended September 31, 2021 included
$125,516 net proceeds
from the sale of future revenues. Given the amounts presented on
your statement of cash
flows, it appears that you actually had $125,516 net payments on
the liability for sale
of future revenues. Please advise or revise your disclosure to address
this apparent
discrepancy.
John Yozamp
FirstName
Expion360 LastNameJohn Yozamp
Inc.
Comapany3,NameExpion360
February 2022 Inc.
February
Page 2 3, 2022 Page 2
FirstName LastName
Competitive Strengths, Supply Chain , page 48
2. We note your response to prior comment 11. Please clarify the two
references to "[t]he
following link" as we still could not find the links.
Consent of Independent Registered Public Accounting Firm, page Ex.23.1
3. We note that your auditor has consented to the inclusion of its report
dated December 15,
2021. Given that the audit report is actually dated December 17, 2021,
please make
arrangements with your auditor to provide a revised consent that
appropriately refers to
the correct report date.
General
4. We note your response to prior comment 23. Please revise your
disclosure to
affirmatively state whether the forum selection provision applies to
actions arising under
the Securities Act or Exchange Act. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly, or tell us
how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act. Please also note that Section 27 of
the Exchange Act
creates exclusive federal jurisdiction over all suits brought to
enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. As appropriate, revise your disclosure such as
on pages 19 and 63
accordingly.
5. We reissue prior comment 24. We note your response that "where the
selling
stockholders did exercise their warrants to acquire shares in advance
of the listing on
Nasdaq, [they] would be free to resell at prices satisfactory to them
(keeping in mind the
warrant exercise price is $3.32)." Given that the selling stockholders
would not be selling
in a recognized and established trading market, disclose a fixed price
(or a range) at which
the selling stockholders will sell their shares until the securities
are quoted on the Nasdaq,
after which the securities can be offered and sold at prevailing
market prices or at
negotiated prices.
John Yozamp
Expion360 Inc.
February 3, 2022
Page 3
You may contact Jeff Gordon at 202-551-3866 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6001 or Anne Parker at 202-551-3611 with any
other
questions.
FirstName LastNameJohn Yozamp Sincerely,
Comapany NameExpion360 Inc.
Division of
Corporation Finance
February 3, 2022 Page 3 Office of
Manufacturing
FirstName LastName