false
0001894954
false
false
false
false
false
0001894954
2025-08-20
2025-08-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August
20, 2025
Expion360
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41347 |
|
81-2701049 |
| (State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
File
Number) |
|
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)
Not
Applicable
(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 [X]
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
| 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, following the payment of fees and
expenses, of approximately $5.65 million. |
| · | The “Reverse Stock Split Cash True-up Payment” provided for
in Section 3.8 of the Series A Warrants, which was previously reflected as a “suspended liability” on the balance sheet, is
no longer payable. |
| · | An aggregate of 1,006,943 Series A Warrants remain outstanding with an exercise
price of $1.31, which can be exercised until September 30, 2029. |
| · | An aggregate of 449,193 January Warrants remain outstanding with an exercise
price of $1.31, which can be exercised until January 3, 2030. |
The following table reflects the primary
estimated financial and capitalization impacts of the Warrant Adjustments on a pro forma basis:
| Description |
As of June 30, 2025
(Actual)(1) |
As of June 30, 2025
(Pro Forma)(1) |
| Current assets - Cash and cash equivalents |
$684,920 |
$6,337,193 |
| Total assets |
$8,605,089 |
$14,257,362 |
| Current liabilities - Suspended liability |
$4,485,948 |
$0 |
| Total liabilities |
$6,537,866 |
$2,051,918 |
| Total stockholders’ equity |
$2,067,223 |
$12,205,444 |
| Outstanding shares of Common Stock |
3,374,468 |
8,253,410 |
| (1) | The unaudited pro forma balance sheet information presented in the table
above (the “Proforma Information”) is based on the Company’s unaudited balance sheet set forth in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the Securities and Exchange Commission on August 13, 2025
(the “Q2 Quarterly Report”), adjusted to reflect the impact of the Warrant Adjustments as if the transactions had occurred
on June 30, 2025. The Proforma Information (i) reflects the Company’s current estimates
of the impacts of the Warrant Adjustments as of the date of this Current Report, (ii) has not been reviewed by the Company’s independent
registered public accounting firm, (iii) is being provided for informational purposes only, and (iv) should be read in conjunction with
the more detailed unaudited financial statements and related notes included in the Q2 Quarterly Report. |
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
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 Current Report, 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 Current Report include, without limitation, statements regarding the impact of
the Warrant Adjustments on the Company’s financial statements and capitalization, and the Company’s ability to regain and
maintain compliance with Nasdaq’s 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, as well as the risks disclosed under Item 1A, “Risk Factors,”
in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as updated by the Company’s
subsequently filed Quarterly Reports on Form 10-Q. This Current Report speaks as of the date indicated above. The Company undertakes
no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as
required by law. The Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect
any future changes in the Company’s expectations of results or any future change in events, except as required by law.
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 |
