EXPION360 INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Chief Executive Officer to Co-Founder and Chief Business
Development Officer and Resignation as Chairman of the Board of Directors and as
a Member of the Board of Directors

On January 26, 2023, John Yozamp and Expion360 Inc. (the “Company”) agreed that,
effective January 25, 2023, he ceased to be the Company’s Chief Executive
Officer and Chairman of the Company’s Board of Directors and a member of the
Company’s Board of Directors, and assumed the position of the Company’s
Co-Founder and Chief Business Development Officer. Mr. Yozamp’s transition is
not due to any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices. David Hendrickson, a non-executive
director, has been elected as the new Chairman of the Company’s Board of
Directors.

Mr. Yozamp, age 56, has served as the Company’s Chief Executive Officer since
its inception in June 2016. Mr. Yozamp boasts over 30 years of sales and
marketing experience, of which includes 24 years of product concept, development
and manufacturing. Mr. Yozamp was recognized in the HDTV’s “Best New Idea” at
the 2008 Chicago Hardware Show. In 2008, Mr. Yozamp supported the #1 item sold
at the Sam’s club individual road show. Prior to founding the Company, Mr.
Yozamp was founder, owner, and operator of the largest solar manufacturing
company (Zamp solar) in the United States focusing on the RV and off grid
markets.

In connection with his new role, the Company and Mr. Yozamp entered into an
Amended and Restated Employment Agreement, effective January 26, 2023
(the “Yozamp Agreement”), setting forth the terms and conditions of Mr. Yozamp’s employment as Co-Founder and Chief Business Development Officer.

The Yozamp Agreement provides for a term that ends on December 31, 2023, or if Mr. Yozamp achieves certain sales objectives, on December 31, 2024. The Yozamp
Agreement provides for a reduction in Mr. Yozamp’s base salary from $330,000 to
$283,200 per year, and the replacement of the annual bonus with commission
payments based on the achievement of sales targets agreed to in the Yozamp
Agreement rather than an annual bonus. Upon a termination of Mr. Yozamp’s employment agreement by the Company without Cause or a resignation for Good
Reason (each term as defined in the Yozamp Agreement), Mr. Yozamp will be paid
an amount equal to the remaining unpaid amounts under the employment term and
continued medical and dental benefits for up to one year, as well as any accrued
but unpaid commissions. The Yozamp Agreement provides for the same employee
benefits as under Mr. Yozamp’s original employment agreement, except that he
will no longer be entitled to security benefits. The restrictive covenants in
Mr. Yozam’s original employment agreement will continue to apply.

The foregoing summary of the Yozamp Agreement is not complete and is qualified
in its entirety by the Yozamp Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Yozamp has no family relationships with any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer of the Company. Mr. Yozamp is not a party to any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of new Chief Executive Officer

On January 26, 2023 the Company promoted Brian Schaffner from the position of
Chief Financial Officer of the Company to Chief Executive Officer of the
Company. Mr. Schaffner, age 53, has served as the Company’s Chief Financial
Officer, beginning in March 2021. Mr. Schaffner is a seasoned executive having
served over the past three decades in a variety of capacities including CEO,
CFO, CIO and controller in senior-living, assisted-living skilled nursing
facilities and retail stores. Mr. Schaffner’s educational instructional
experience includes the secondary and university levels with courses including
accounting, management, personal finance, welding, auto mechanics and aviation
ground school. Mr. Schaffner graduated from Walla Walla College with a Bachelor
of Science in Business Administration and Accounting in 1992, and from the
University of Phoenix with a Masters in Business Administration in 1997.

In connection with his new role, the Company and Mr. Schaffner entered into an
Amended and Restated Employment Agreement, effective January 26, 2023
(the “Schaffner Agreement”), setting forth the terms and conditions of Mr. Schaffner’s employment as Chief Executive Officer.

The Schaffner Agreement provides for a one-year term ending on April 1, 2023,
the first anniversary of the Company’s initial public offering, which term
renews automatically unless terminated by the Company or Mr. Schaffner. Pursuant
to the Schaffner Agreement, the Company will pay Mr. Schaffner a base salary of
$270,400 per year, increased from $120,000. Like Mr. Schaffner’s existing
employment agreement, the Schaffner Agreement provides for an annual bonus award
based on the achievement of performance objectives and targets established
annually by the Company’s Board of Directors or Compensation Committee, and
standard employee benefits. Upon a termination of Mr. Schaffner’s employment
agreement by the Company without Cause or a resignation for Good Reason (each
term as defined in the Schaffner Agreement), Mr. Schaffner will be paid (a) if
terminated prior to April 1, 2023, an amount equal to the remaining unpaid
amounts under the initial employment term, (b) continued base salary for one
year, (c) an amount equal to his annual target bonus for the year of
termination, (d) any earned but unpaid bonuses and (e) continued medical and
dental benefits for up to one year. The Schaffner Agreement provides for the
same employee benefits as under Mr. Schaffner’s original employment agreement,
except that he will also receive an automobile allowance of $1,000 per month.
The restrictive covenants in Mr. Schaffner’s original employment agreement will
continue to apply.

The foregoing summary of the Schaffner Agreement is not complete and is
qualified in its entirety by the Schaffner Agreement, a copy of which is filed
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.

Mr. Schaffner has no family relationships with any director, executive officer,
or person nominated or chosen by the Company to become a director or executive
officer of the Company. Mr. Schaffner is not a party to any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Co-Founder, President and Chief Operating Officer

On January 26, 2023 the Company promoted Paul Shoun from the position of Chief
Operating Officer of the Company to Co-Founder, President and Chief Operating
Officer of the Company. Mr. Shoun, age 51, has served as the Company’s Chief
Operating Officer since its inception in June 2016. Mr. Shoun brings over 30
years of engineering experience, with over 17 years managing a corporate
consulting firm. Mr. Shoun brings extensive expertise in project management,
product development, engineering leadership, business accounting, ERP/CRM system
management, and product marketing. Mr. Shoun’s prior notable clients include
Chrysler, Boeing, Nike IHM, Intel, and Daimler Trucks North America.

In connection with his new role, the Company and Mr. Shoun entered into an
Amended and Restated Employment Agreement, effective January 26, 2023
(the “Shoun Agreement”), setting forth the terms and conditions of Mr. Shoun’s employment as Co-Founder, President and Chief Operating Officer of the Company.

The Shoun Agreement provides for a three-year term ending on April 1, 2025, the
third anniversary of the Company’s initial public offering, which term renews
automatically unless terminated by the Company or Mr. Shoun. Pursuant to the
Shoun Agreement, the Company will pay Mr. Shoun a base salary of $270,400 per
year, increased from $260,000. Like Mr. Shoun’s existing employment agreement,
the Shoun Agreement provides for an annual bonus award based on the achievement
of performance objectives and targets established annually by the Company’s
Board of Directors or Compensation Committee, and standard employee benefits.
Upon a termination of Mr. Shoun’s employment agreement by the Company without
Cause or a resignation for Good Reason (each term as defined in the Shoun
Agreement), Mr. Shoun will be paid (a) if terminated prior to April 1, 2025, an
amount equal to the remaining unpaid amounts under the initial employment term,
(b) continued base salary for one year, (c) an amount equal to his annual target
bonus for the year of termination, (d) any earned but unpaid bonuses and (e)
continued medical and dental benefits for up to one year. The Shoun Agreement
provides for the same employee benefits as under Mr. Shoun’s original employment
agreement, except that he will no longer be entitled to security benefits. The
restrictive covenants in Mr. Shoun’s original employment agreement will continue
to apply.

The foregoing summary of the Shoun Agreement is not complete and is qualified in
its entirety by the Shoun Agreement, a copy of which is filed as Exhibit 10.3 to
this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Shoun has no family relationships with any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer of the Company. Mr. Shoun is not a party to any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of new Chief Financial Officer

On January 26, 2023 the Company promoted Greg Aydelott from the position of
Chief Accounting Officer of the Company to Chief Financial Officer of the
Company. Mr. Aydelott, age 50, has served as the Company’s Chief Accounting
Officer since May 10, 2022. Prior to his appointment as Chief Accounting Officer
of the Company, Mr. Aydelott served as the Controller of the Company from
February 22, 2022 until May 10, 2022. Before joining the Company, Mr. Aydelott worked at Samaritan Health Services in Corvallis, Oregon from June 2021 to March
2022, where he served as Sr. Financial Analyst. Samaritan Health Services is a
regional hospital system serving three counties and has no affiliation with the
Company. Before joining Samaritan Health Services in June 2021, Mr. Aydelott was
Director of Business Operations of Mission Senior Living in Carson City, Nevada
from January 2016 to June 2021. Mission Senior Living is a growing senior
housing company with communities in four states and has no affiliation with the
Company.

In connection with his new role, the Company and Mr. Aydelott entered into an
Amended and Restated Employment Agreement, effective January 26, 2023
(the “Aydelott Agreement”), setting forth the terms and conditions of Mr. Aydelott’s employment as Chief Financial Officer.

The Aydelott Agreement provides for a one-year term ending on April 1, 2023, the
first anniversary of the Company’s initial public offering, which term renews
automatically unless terminated by the Company or Mr. Aydelott. Pursuant to the
Aydelott Agreement, the Company will pay Mr. Aydelott a base salary of $180,000
per year, increased from $108,000. Like Mr. Aydelott’s existing employment
agreement, the Aydelott Agreement provides for an annual bonus award based on
the achievement of performance objectives and targets established annually by
the Company’s Board of Directors or Compensation Committee, and standard
employee benefits. Upon a termination of Mr. Aydelott’s employment agreement by
the Company without Cause or a resignation for Good Reason (each term as defined
in the Aydelott Agreement), Mr. Aydelott will be paid (a) if terminated prior to
April 1, 2023, an amount equal to the remaining unpaid amounts under the initial
employment term, (b) continued base salary for one year, (c) an amount equal to
his annual target bonus for the year of termination, (d) any earned but unpaid
bonuses and (e) continued medical and dental benefits for up to one year. The
Aydelott Agreement provides for the same employee benefits as under Mr.
Aydelott’s original employment agreement, except that he will also receive an
automobile allowance of $1,000 per month. The restrictive covenants in Mr.
Aydelott’s original employment agreement will continue to apply.

The foregoing summary of the Aydelott Agreement is not complete and is qualified
in its entirety by the Aydelott Agreement, a copy of which is filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Aydelott has no family relationships with any director, executive officer,
or person nominated or chosen by the Company to become a director or executive
officer of the Company. Mr. Aydelott is not a party to any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit Number Description

10.1             Amended and Restated Employment Agreement, dated January 31,
               2023, between John Yozamp and Expion360 Inc.
10.2             Amended and Restated Employment Agreement, dated January 31,
               2023, between Brian Schaffner and Expion360 Inc.
10.3             Amended and Restated Employment Agreement, dated January 31,
               2023, between Paul Shoun and Expion360 Inc.
10.4             Amended and Restated Employment Agreement, dated January 31,
               2023, between Greg Aydelott and Expion360 Inc.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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