Expion360 Inc. Files 8-K on Security Holder Rights & Bylaws

TL;DR

Expion360 filed an 8-K, major changes to shareholder rights and bylaws effective Aug 21.

AI Summary

Expion360 Inc. filed an 8-K on August 27, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws, effective August 21, 2024. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates significant changes in the company's corporate structure or the rights associated with its securities, which could impact investors.

Risk Assessment

Risk Level: medium — Changes to articles of incorporation and security holder rights can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• August 21, 2024 (date) — Effective date of events
• August 27, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share XPON The Nasdaq Capital M
• $1.00 m — fort to regain compliance with Nasdaq's $1.00 minimum bid price listing requirement. A

Filing Documents

• xpon_8k.htm (8-K) — 41KB
• ex3_1.htm (EX-3.1) — 86KB
• 0001903596-24-000561.txt ( ) — 327KB
• xpon-20240821.xsd (EX-101.SCH) — 3KB
• xpon-20240821_lab.xml (EX-101.LAB) — 33KB
• xpon-20240821_pre.xml (EX-101.PRE) — 22KB
• xpon_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security

Item 3.03. Material Modification to Rights of Security Holders. On August 21, 2024, the Board of Directors (the "Board") of Expion360 Inc. (the "Company") amended the Company's Bylaws to change the quorum requirements for stockholder meetings from a majority of the voting power represented in person or by proxy to one-third of the voting power represented in person or by proxy . A copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K (this "Current Report"), and is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report, including Exhibit 3.1 attached hereto, is incorporated by reference into this Item 5.03.

01. Other Events

Item 8.01. Other Events. 2024 Annual Meeting of Shareholders On August 21, 2024, the Board determined that the Company's 2024 Annual Meeting of Shareholders will be held on Friday, September 27, 2024 at 9:00 a.m. Pacific Time (the "2024 Annual Meeting") instead of Friday, October 4, 2024. Also on August 21, 2024, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") relating to the 2024 Annual Meeting. The preliminary proxy statement contains a number of proposals, including (i) approval of a reverse stock split (the "Reverse Stock Split Proposal") of the Company's outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), (ii) approval of a reduction in the Company's authorized shares (if, and only if, the Reverse Stock Split Proposal is approved and implemented), (iii) approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of certain warrants to purchase shares of the Common Stock in connection with an offering and sale of securities of the Company that was consummated on August 8, 2024 (if, and only if, the Reverse Stock Split Proposal is approved and implemented), (iv) election of five directors, (v) ratification of the Company's independent registered public accounting firm, and (vi) approval of adjournments of the 2024 Annual Meeting if necessary or appropriate. With respect to the Reverse Stock Split Proposal, the Company is seeking shareholder approval of an amendment to the Company's Articles of Incorporation (the "Amendment") to effect a reverse stock split of the Common Stock at a ratio between 1-for-50 and 1-for-100 at any time within one year after shareholder approval is obtained, with the timing of the filing of the Amendment, and the exact reverse stock split ratio, to be determined in the sole discretion of the Board (the "Reverse Stock Split"). The Company's primary objective in effectuating the Reverse Stock Split, if implemented, is to raise the p

Forward-Looking Statements

Forward-Looking Statements This Current Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act 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 statements of historical facts included in this press release, including statements about the Company's beliefs and expectations, are "forward-looking statements" and should be evaluated as such. Forward-looking statements may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "seeks," "should," "suggest", "will," and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding the timing and completion of the 2024 Annual Meeting, the voting outcome on the proposals being considered at the 2024 Annual Meeting, including the Reverse Stock Split Proposal, the Company's ability to regain or sustain compliance with Nasdaq's minimum bid price listing requirement in a timely manner or at all, and the Company's ability to maintain compliance with Nasdaq's other continued listing standards. The Company has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements, including, without limitation, risks, uncertainties and assumptions related to the trading price of the Common Stock following effectiveness of the R

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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 27, 2024 By: /s/ Brian Schaffner Name: Brian Schaffner Title: Chief Executive Officer