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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 22,
2026
Expion
Energy, Inc.
(Exact name
of Registrant as specified in its charter)
| Nevada |
|
001-41347 |
|
81-2701049 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2025 SW Deerhound
Avenue
Redmond, OR 97756
(Address of principal
executive offices and zip code)
(541) 797-6714
(Registrant’s
telephone number, including area code)
N/A
(Former name
or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common
Stock, par value $0.001 per share |
|
XPON |
|
The
Nasdaq Capital Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
As
discussed herein, Expion Energy, Inc. (the “Company”) is rescheduling the Company’s previously announced 2026 annual
meeting of stockholders that was scheduled to be held on November 4, 2026. The Company now expects to hold its 2026 annual meeting of
stockholders on December 2, 2026 and expects the record date for the Annual Meeting to be October 28, 2026.
| Item 5.08. | Shareholder
Director Nominations. |
Rescheduling
of 2026 Annual Meeting of Stockholders
The
Company previously announced that it had entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”)
on August 21, 2026 pursuant to which the Company issued and sold to the Purchasers 8% Convertible Debentures Due August 21, 2029 and
Common Stock Purchase Warrants (the foregoing, collectively, the “Transaction Agreements”). Certain terms of the Transaction
Agreements were the subject of several proposals that were scheduled to be voted upon at the Company’s previously announced 2026
annual meeting of stockholders that was scheduled to be held at 9:00 a.m. Pacific Time on November 4, 2026 (the “Original Annual
Meeting”), as further described in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 18, 2026.
On
October 22, 2026, the Company entered into an amendment and restatement of the Transaction Agreements with the Purchasers. As a result,
the Company’s Board of Directors has rescheduled the Original Annual Meeting and now expects to hold its 2026 annual meeting of
stockholders (the “Annual Meeting”) on December 2, 2026 and expects the record date for the Annual Meeting to be October
28, 2026. The Company will provide additional details regarding the exact time and location of, and the matters to be voted on at, the
Annual Meeting in the Company’s proxy statement for the Annual Meeting, which will be filed with the SEC and mailed to stockholders.
Any proxy cards, telephone votes or internet
votes that were submitted by stockholders for the Original Annual Meeting are void and will not count at the Annual Meeting. Stockholders
will receive new proxy materials, including new proxy cards, new control numbers and new voting instructions for the Annual Meeting.
Stockholder
Proposal and Director Nomination Deadlines
Because
the scheduled date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2025 annual
meeting of stockholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors
at the Annual Meeting previously set forth in the Company’s 2025 proxy statement are no longer applicable. Therefore, the Company
is providing notice of revised deadlines in connection with the Annual Meeting as set forth below.
Revised
Deadline for Rule 14a-8 Stockholder Proposals
Qualified
stockholder proposals made pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to be presented at the Annual Meeting and included in the Company’s proxy statement and form of proxy
relating to that meeting must be received by the Company no later than October 30, 2026, which the Company has determined to be a reasonable
time before it expects to begin distributing its proxy materials for the Annual Meeting. Any proposal received after such date will be
considered untimely for inclusion in the proxy statement. All proposals submitted pursuant to Rule 14a-8 must comply with the rules and
regulations promulgated by the SEC.
Revised
Deadline Under Advance Notice Bylaw Provision
The
Company’s Amended and Restated Bylaws (the “Bylaws”) include separate advance notice provisions applicable to stockholders
desiring to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule
14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding
such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a
stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the
information set forth in the Bylaws to the Company no later than November 2, 2026.
Revised
Deadline Under Universal Proxy Rules
In
addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies
in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required
by Rule 14a-19 under the Exchange Act no later than November 2, 2026, which is the later of 60 calendar days prior to the date of the
Annual Meeting and the 10th calendar day following public announcement by the Company of the date of the Annual Meeting.
Requirements
Applicable to All Proposals
All
stockholder proposals or notices provided in compliance with the foregoing deadlines must be received at the Company’s headquarters
and addressed to: Expion Energy, Inc., 2025 SW Deerhound Avenue, Redmond, Oregon 97756, Attention: Chief Financial Officer.
The
Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal
that does not comply with these and other applicable requirements.
Additional
Information and Where to Find It
This
filing may be deemed solicitation material in respect of the Company’s intention to seek stockholder approval contemplated by the
Transaction Agreements, as amended and restated. This filing does not constitute a solicitation of any vote or approval of the proposals
to be voted on at any meeting of the Company’s stockholders. In connection with the Annual Meeting, the Company intends to file
a preliminary proxy statement on Schedule 14A with the SEC and may file additional relevant materials with the SEC. Following the filing
of a definitive proxy statement with the SEC, the Company will mail or otherwise provide the definitive proxy statement and a proxy card
to each stockholder entitled to vote at the Annual Meeting regarding the business to be conducted at the meeting. This document is not
a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE
MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT, AND
ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE MEETING.
Stockholders
may obtain a copy of the proxy statement and other documents the Company files with the SEC (when they become available) free of charge
through the website maintained by the SEC at www.sec.gov. In addition, the Company makes available free of charge on its investor relations
website at https://investors.expion360.com copies of materials it files with, or furnishes to, the SEC.
Participants
in Solicitation
The
Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation
of proxies from the Company’s stockholders in connection with the business to be conducted at the meeting of stockholders. Information
regarding the names, affiliations and direct or indirect interests, by security holdings or otherwise, of the participants will be set
forth in the definitive proxy statement to be filed in connection with the meeting of stockholders, which, when available, may be obtained
free of charge from the sources indicated above.
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.
| |
|
|
|
EXPION
ENERGY, INC. |
| |
|
|
|
| Date:
October 23, 2026 |
|
|
|
By: |
|
/s/
Kevin Sellers |
| |
|
|
|
Name: |
|
Kevin Sellers |
| |
|
|
|
Title: |
|
Chief
Executive Officer |
