Expion360 Inc. Files 8-K on Material Agreement and Delisting Notice

TL;DR

Expion360 (XPON) filed an 8-K: new deal signed, but also got a delisting warning. Big uncertainty ahead.

AI Summary

Expion360 Inc. filed an 8-K on August 26, 2025, reporting two key events. The first is the entry into a Material Definitive Agreement, and the second is a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The earliest event reported was on August 20, 2025.

Why It Matters

This filing indicates potential significant changes for Expion360 Inc., including a new material agreement and a notice that could lead to delisting, impacting its stock trading status.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing standards presents a significant risk to the company's public trading status and investor confidence.

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• August 20, 2025 (date) — Earliest event reported
• August 26, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 2025 SW Deerhound Avenue Redmond, OR 97756 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share XPON The Nasdaq Capital M
• $5.206 — es A Warrants held by such holders from $5.206 per share to $1.31 per share, and reduc
• $1.31 — y such holders from $5.206 per share to $1.31 per share, and reduced the exercise pri
• $2.36 — uary Warrants held by such holders from $2.36 per share to $1.31 per share, in each c
• $5.65 million — of fees and expenses, of approximately $5.65 million. The "Reverse Stock Split Cash True-u
• $1 — n outstanding with an exercise price of $1.31, which can be exercised until Septem
• $684,920 — ent assets - Cash and cash equivalents $684,920 $6,337,193 Total assets $8,605,089
• $6,337,193 — - Cash and cash equivalents $684,920 $6,337,193 Total assets $8,605,089 $14,257,362
• $8,605,089 — s $684,920 $6,337,193 Total assets $8,605,089 $14,257,362 Current liabilities - Su
• $14,257,362 — $6,337,193 Total assets $8,605,089 $14,257,362 Current liabilities - Suspended liabi
• $4,485,948 — rent liabilities - Suspended liability $4,485,948 $0 Total liabilities $6,537,866 $2
• $0 — ties - Suspended liability $4,485,948 $0 Total liabilities $6,537,866 $2,051
• $6,537,866 — ty $4,485,948 $0 Total liabilities $6,537,866 $2,051,918 Total stockholders' equit
• $2,051,918 — 48 $0 Total liabilities $6,537,866 $2,051,918 Total stockholders' equity $2,067,22
• $2,067,223 — 2,051,918 Total stockholders' equity $2,067,223 $12,205,444 Outstanding shares of Co

Filing Documents

• xpon_8k.htm (8-K) — 48KB
• 0001903596-25-000433.txt ( ) — 213KB
• xpon-20250820.xsd (EX-101.SCH) — 3KB
• xpon-20250820_lab.xml (EX-101.LAB) — 33KB
• xpon-20250820_pre.xml (EX-101.PRE) — 22KB
• xpon_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Warrant Inducement As previously announced, on August 14, 2025, Expion360 Inc. (the " Company ") entered into inducement offer letter agreements (the " Inducement Letters ") with (i) the holders of a substantial majority of the Company's outstanding Series A warrants to purchase shares of the Company's common stock, par value $0.001 per share (" Common Stock "), issued on August 8, 2024 (the " Series A Warrants "), and (ii) all of the holders of the Company's outstanding warrants to purchase shares of Common Stock issued on January 3, 2025 (the " January Warrants " and together with the Series A Warrants, the " Warrants "). Pursuant to the Inducement Letters, the Company reduced the exercise price of the Series A Warrants held by such holders from $5.206 per share to $1.31 per share, and reduced the exercise price of the January Warrants held by such holders from $2.36 per share to $1.31 per share, in each case in exchange for the prompt exercise by such holders of the applicable Warrants for cash (the " Warrant Inducement "). Warrant Exercise Price Reduction On August 22, 2025, consistent with the terms of the Warrants, the Board of Directors of the Company took action to permanently reduce (i) the exercise price of the Series A Warrants from $5.206 per share to $1.31 per share, and (ii) the exercise price of the January Warrants from $2.36 per share to $1.31 per share (the " Exercise Price Reduction ", and together with the Warrant Inducement, the " Warrant Adjustments "). Impact of Warrant Adjustments The Warrant Adjustments have had the following estimated financial and capitalization impacts on the Company through the date of this Current Report on Form 8-K (this " Current Report "): An aggregate of 4,279,749 Series A Warrants and 599,193 January Warrants were exercised, resulting in the issuance of an aggregate of 4,878,942 shares of Common Stock. The Company generated net cash proceeds, follo

01 Notice of Delisting or Failure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2025, the Company received a notification letter (the " Notice ") from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market (" Nasdaq ") notifying the Company that the stockholders' equity balance reported in the Q2 Quarterly Report was below the $2.5 million required minimum for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1) (the " Equity Rule "). The Notice also provided that the Company has 45 calendar days to submit a plan to regain compliance. However, the Company believes that, as a result of the positive impact of the Warrant Adjustments on its stockholders' equity balance (as reflected in the table above), it has already regained compliance with the Equity Rule and is not required to take any further action at this time (including submitting a plan to regain compliance). The Company has submitted documentation to Nasdaq demonstrating its compliance with the Equity Rule and is awaiting confirmation from Nasdaq regarding its compliance status. The Common Stock continues to be listed and traded on the Nasdaq Capital Market. Cautionary Note Regarding Forward-Looking Statements This Current Report contains certain forward-looking of 1934, as amended, which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. All statements other than are "forward-looking statements" and should be evaluated as such. Forward-looking statements may be identi

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXPION360 INC. Date: August 26, 2025 By: /s/ Brian Schaffner Name: Brian Schaffner Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR