Material Agreement (Form 8-K)

On December 12, 2025, Expion360 Inc. (the "Company") entered into an At-The-Market Issuance Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. acting as sales agent (the "Sales Agent"), pursuant to which the Company may offer and sell, from time to time, up to an aggregate offering price of $15.0 million of shares (the "Placement Shares") of its common stock, $0.001 par value per share (the "Common Stock"), through the Sales Agent. The Sales Agent may sell the Placement Shares by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on The Nasdaq Capital Market ("Nasdaq") or any other trading market for the Common Stock, or in privately negotiated transactions.

The issuance and sale of the Placement Shares by the Company under the Sales Agreement, if any, will be made pursuant to the Company's registration statement on Form S-3 (File No. 333-272956) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on June 27, 2023 and declared effective on July 10, 2023, and the base prospectus contained within the Registration Statement. Sales of the Placement Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be "at the market" offerings as defined in Rule 415 promulgated under the Securities Act.

The Company is not obligated to sell any Placement Shares under the Sales Agreement. The Company intends to use the net proceeds from the offering, if any, for working capital and other general corporate purposes. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, for the period specified in the placement notices delivered to the Sales Agent by the Company (each, a "Placement Notice"), to sell such Placement Shares up to the amount specified by the Company in, and otherwise in accordance with the terms of, such Placement Notice. The Sales Agreement will terminate, and the offer and sale of the Placement Shares pursuant to the Sales Agreement will cease, upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement, or (b) the termination of the Sales Agreement by the Sales Agent or the Company pursuant to the terms thereof.

The Company has agreed to pay the Sales Agent a commission of 2.0% of the aggregate gross proceeds of each sale of Placement Shares that occurs pursuant to the Sales Agreement, and has agreed to provide the Sales Agent with customary indemnification and contribution rights, including with respect to certain liabilities under the Securities Act. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agent in connection with the offering, including reasonable documented fees and out-of-pocket expenses of its legal counsel.

The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

The legal opinion of Stradling Yocca Carlson & Rauth LLP, counsel to the Company, related to the issuance and sale of the Placement Shares pursuant to the Registration Statement, is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the Placement Shares, nor shall there be any sale of the Placement Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.