Expion360 Inc. Faces Delisting Concerns

TL;DR

Expion360 might get delisted - stock exchange rules are a problem.

AI Summary

Expion360 Inc. filed an 8-K on September 12, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule or standard, with the earliest event reported on September 6, 2024. The company is incorporated in Nevada and its principal executive offices are located in Redmond, Oregon.

Why It Matters

This filing indicates potential issues with Expion360 Inc.'s compliance with stock exchange listing requirements, which could impact its stock's tradability and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued trading on an exchange.

Key Players & Entities

• Expion360 Inc. (company) — Registrant
• September 6, 2024 (date) — Earliest event reported
• September 12, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Redmond, OR (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share XPON The Nasdaq Capital M
• $1.00 m — tock to regain compliance with Nasdaq's $1.00 minimum bid price listing requirement (th
• $1.00 — Company's Common Stock had closed below $1.00 for the previous 30 consecutive busines
• $0.10 — Common Stock had a closing bid price of $0.10 or less for at least ten consecutive tr

Filing Documents

• xpon_8k.htm (8-K) — 37KB
• 0001903596-24-000584.txt ( ) — 209KB
• xpon-20240906.xsd (EX-101.SCH) — 3KB
• xpon-20240906_lab.xml (EX-101.LAB) — 33KB
• xpon-20240906_pre.xml (EX-101.PRE) — 22KB
• xpon_8k_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously announced, Expion360 Inc. (the "Company") is holding its 2024 Annual Meeting of Shareholders on September 27, 2024 (the "2024 Annual Meeting"), at which the Company is seeking shareholder approval of, among other matters, an amendment to the Company's Articles of Incorporation (the "Amendment") to effect a reverse stock split of the Company's outstanding shares of common stock, par value $0.001 per share (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 is to raise the per share trading price of the Common Stock to regain compliance with Nasdaq's $1.00 minimum bid price listing requirement (the "Minimum Bid Price Requirement"). On September 6, 2024, as expected, the Company received a staff determination from The Nasdaq Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") to delist the Company's securities from The Nasdaq Capital Market indicating that (i) the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company's Common Stock had closed below $1.00 for the previous 30 consecutive business days and (ii) the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) because, as of September 5, 2024, the Company's Common Stock had a closing bid price of $0.10 or less for at least ten consecutive trading days (the "Staff Determination"). The Company has already timely requested an appeal hearing on the Staff Determination from a Hearings Panel (the "Panel") by filing a hearing request with Nasdaq pursu

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 Reverse Stock Split proposal being considered at the 2024 Annual Meeting, 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 Reverse Stock Split, as we

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: September 12, 2024 By: /s/ Brian Schaffner Name: Brian Schaffner Title: Chief Executive Officer