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United States securities and exchange commission logo
January 29, 2024
Brian Schaffner
Chief Executive Officer
Expion360 Inc.
2025 SW Deerhound Ave.
Redmond, OR 97756
Re: Expion360 Inc.
Registration
Statement on Form S-1
Filed January 23,
2024
File No. 333-276663
Dear Brian Schaffner:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 23, 2024
General
1. Please update your
director compensation table for the fiscal year ended December 31,
2023.
2. We note that you
incorporate information by reference into your registration statement.
However, since you have
not filed your Form 10-K for the fiscal year ended December 31,
2023, you are not
eligible to incorporate by reference. See General Instruction VII.C of
Form S-1. Please amend
the registration statement to either remove references to
incorporation by
reference, or file your Form 10-K for the fiscal year ended December 31,
2023, and update
accordingly.
Brian Schaffner
FirstName
Expion360 LastNameBrian Schaffner
Inc.
Comapany
January 29,NameExpion360
2024 Inc.
January
Page 2 29, 2024 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Ryan Wilkins