On Oct. 16, Expion360 entered into a securities purchase agreement with two institutional investors pursuant to which the company agreed to sell in a private placement an aggregate of (i) 613,077 shares of common stock, par value $0.001 per share, of the company; and (ii) a pre-funded warrant to purchase up to 144,498 shares of common stock. The offering price per share was $1.65 and the offering price per pre-funded warrant share was $1.6499.
The purchase agreement contains customary representations and warranties, covenants, indemnification rights, conditions to closing and termination provisions. The private placement closed on Oct. 16, according to a Webull report.
Resignation of Brian Schaffner as CEO
Also on Oct. 16, in connection with the closing of the private placement and pursuant to the purchase agreement, the board of directors accepted a letter from Brian Schaffner, CEO and a member of the board, in which he resigned from his position as CEO, effective immediately.
Schaffner is expected to continue serving as a member of the board and will receive compensation consistent with the terms of the company’s standard non-employee director compensation policy following the termination of the consulting period.
In addition, the company anticipates that Schaffner will provide consulting services to the company for the principal purpose of assisting in the orderly transition of his roles and responsibilities as CEO. Schaffner and the company entered into a severance agreement, consulting agreement and general release, effective as of the resignation date, pursuant to which Mr. Schaffner (i) has agreed to provide consulting services following the resignation date through Jan. 31, 2026, subject to extension upon mutual agreement of the company and Schaffner, and (ii) is receiving a lump sum severance payment equal to 24 months of his base salary in effect on the resignation date, as well as a grant of 100,000 restricted stock units (“RSUs”) pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Plan”), which were vested in full on the Resignation Date. The Schaffner Severance Agreement contains customary representations and warranties and covenants, as well as a general release in favor of the Company.
Schaffner’s resignation is not the result of any disagreement with respect to the company’s operations, policies or practices, Expion360 said.
Resignation of Paul Shoun as President & Board Chairman
In addition, the board accepted a letter from Paul Shoun, president and chairman of the board, in which he resigned from each of these positions, effective immediately.
Mr. Shoun and the Company entered into a severance agreement and general release (the “Shoun Severance Agreement”), effective as of the Resignation Date, pursuant to which Mr. Shoun is receiving a lump sum severance payment equal to 24 months of his base salary in effect on the Resignation Date, as well as a grant of 100,000 RSUs pursuant to the 2021 Plan, which were vested in full on the Resignation Date. The Shoun Severance Agreement contains customary representations and warranties and covenants, as well as a general release in favor of the Company.
Mr. Shoun’s resignation is not the result of any disagreement with respect to the Company’s operations, policies, or practices.
Appointment of Joseph Hammer as CEO & Chairman of the Board
In connection with the closing of the private placement and pursuant to the purchase agreement, the board appointed Joseph Hammer as CEO and board chairman, effective Oct. 16.
Hammer will serve as a member of the board until the company’s annual meeting of stockholders to be held in 2026 or until his successor is duly elected and qualified, or his earlier death, resignation or removal.
Hammer has served as the chief investing officer at LHX Corp. since February 2025 and, prior to that, served as chief investing officer of LH Financial since 2010. LHX evaluates investment opportunities in a wide variety of asset classes including public companies, private companies, merger candidates, development stage companies, technology institutions, startup incubators and other ventures to determine if they fit within the framework of the family office’s investment criteria.
Appointment of Scott Burell as an Independent Director
On Oct. 16, the board took action, pursuant to Article III, Section 3.2 of the Amended and Restated Bylaws, to increase the number of authorized directors from five to six.
The board appointed Scott Burell as a member of the board. Burell will serve as a member until the company’s annual meeting of stockholders to be held in 2026 or until his successor is duly elected and qualified or his earlier death, resignation or removal. MBurell has been appointed to serve on the Compensation Committee effective immediately upon his appointment.
Burell is a seasoned healthcare finance executive with over two decades of experience leading public life sciences companies through complex transactions and growth phases. Burell currently serves as chief financial officer of Trailblazer Merger Corporation I, a position he has held since April 2022.
