{"url_path":"/sec/xpon/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1894954/0001903596-26-000230-index.html","accession_number":"0001903596-26-000230","cik":"0001894954","ticker":"XPON","issuer_name":"Expion360 Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1894954/0001903596-26-000230-index.html","primary_entity_key":"0001894954","primary_entity_name":"Expion360 Inc."},"word_count":591,"has_tables":true,"body_markdown":"ITEM\n1A. RISK FACTORS\n\n \n\nWe\nare not aware of any material changes to the risks and uncertainties described in Part I, Item 1A, “*Risk Factors*”\nof the Annual Report, which are incorporated herein by reference, except as set forth below. The risks described in the Annual\nReport are not the only ones we face. Additional risks we currently do not know about or that we currently believe to be immaterial\nmay also impair our business, financial condition, results of operations, liquidity, and prospects.\n\n \n\n**We\nface risks associated with pursuing strategic acquisitions and divestitures, and our failure to successfully integrate any acquired\nbusiness or product could have a material adverse effect on our results of operations and financial position.**\n\n \n\nAs\npart of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into complementary product\ncategories and markets, or to acquire new technologies, intellectual property, or other assets. Our ability to do so depends on\nour ability to identify and successfully pursue suitable acquisition opportunities. Such acquisitions involve numerous risks,\nchallenges, and uncertainties, including the potential to:\n\n \n\n●expose\nus to risks inherent in entering into a new market or geographic region;\n\n●lose\nsignificant customers or key personnel of the acquired business;\n\n●encounter\ndifficulties managing and implementing acquired assets;\n\n●encounter\ndifficulties marketing to new consumers or managing geographically remote operations;\n\n●divert\nmanagement’s time and attention away from other aspects of our business operations;\nand\n\n●incur\ncosts relating to a potential acquisition that we fail to consummate, which we may not\nrecover.\n\n \n\nAdditionally,\nwe may not be able to successfully integrate the assets or operations of any acquired businesses into our operations, or to achieve\nthe expected benefits of any acquisitions. Following an acquisition, we may also face cannibalization of existing product sales\nby our newly acquired products, unless we adequately integrate new products with our existing products, aggressively target different\nconsumers for our newly acquired products and increase our overall market share. The failure to successfully integrate any acquired\nbusiness or products in the future could have a material adverse effect on our results of operations and financial position.\n\n \n\n32\n\n \n\n \n\nFurther,\nwe may be required to issue equity securities to finance an acquisition, which would be dilutive to our stockholders, and the\nequity securities may have rights or preferences senior to those of our existing stockholders. If we incur indebtedness to finance\nan acquisition, it will result in debt service costs, and we may be subject to covenants restricting our operations or liens encumbering\nour assets.\n\n \n\nWe\nmay in the future consider divesting all or portions of our businesses or product lines. Divestitures involve risks, including\ndifficulties in the separation of operations, products and personnel, diverting management and employee time and attention away\nfrom other aspects of our business, separating personnel and financial and other systems, impairments, and adversely affecting\nrelationships with existing suppliers and customers. In addition, divestitures may result in the retention of uncertain contingent\nliabilities related to the divested business and significant asset impairment charges, including those related to goodwill and\nother intangible assets, and the loss of revenue which could have a material adverse effect on our financial condition and results\nof operations.\n\n \n\nThe\nprocess of completing any acquisitions or divestitures may be time-consuming, involve significant costs and expenses, and may\nnot yield a benefit if the transactions are not completed successfully. In situations where acquisitions or divestitures are not\nsuccessfully implemented or completed, or the expected benefits of such acquisitions or divestitures are not otherwise realized,\nour business or financial results could be negatively impacted."}