STOCK TITAN

Expion360 (NASDAQ: XPON) to enact 1-for-12 reverse stock split, cut shares

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Expion360 Inc. approved a 1-for-12 reverse stock split of its common stock and a proportionate decrease in authorized common shares from 200,000,000 to 16,666,666. Under Nevada law, these actions did not require stockholder approval.

The changes become effective at 12:01 A.M. Eastern Time on July 21, 2026, when every 12 issued and outstanding shares will automatically combine into one share, with par value unchanged. No fractional shares will be issued; any fractional positions will be rounded up to the next whole share.

Expion360’s common stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis on July 21, 2026, under the existing symbol XPON and new CUSIP 30218B308. The company will make proportionate adjustments to outstanding equity awards, stock options, warrants, warrants, and share reserves under its 2021 equity plans.

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Filing Explained

The July 16, 2026 filing records a reverse split scheduled for July 21, 2026; it proportionally reduces shares and raises per-share pricing, while the split itself does not change company value.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-12 Consolidation ratio for issued and outstanding common stock
Authorized common shares before change 200,000,000 shares Authorized Common Stock prior to Authorized Share Decrease
Authorized common shares after change 16,666,666 shares Authorized Common Stock following Authorized Share Decrease
Effective time of split 12:01 A.M. Eastern Time on July 21, 2026 Effective time of Reverse Stock Split and Authorized Share Decrease
Par value per share $0.001 per share Par value of common stock remains unchanged after Reverse Stock Split
Board approval date July 7, 2026 Date the board of directors approved the Reverse Stock Split
Reverse Stock Split market
"approved a one-for-12 Reverse Stock Split of the Company’s common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Authorized Share Decrease market
"a proportionate decrease in the number of authorized shares of Common Stock"
Nevada Revised Statutes regulatory
"Pursuant to Section 78.207 of the Nevada Revised Statutes"
The Nevada Revised Statutes are the official compilation of laws enacted by Nevada’s legislature that govern business activities, corporate structure, licensing, taxation and legal procedures in the state. Think of it as Nevada’s rulebook that companies and regulators must follow; investors watch it because changes or specific statutes can affect a company’s legal obligations, tax position, licensing status and risk exposure, which in turn can influence valuation and investment decisions.
Certificate of Change regulatory
"filed a certificate of change to its articles of incorporation"
Emerging growth company regulatory
"Emerging growth company check the appropriate box below"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Nasdaq Capital Market market
"The Common Stock will begin trading on The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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FAQ

What corporate actions did Expion360 (XPON) approve regarding its common stock?

Expion360 approved a 1-for-12 reverse stock split of its common stock and an authorized share decrease from 200,000,000 to 16,666,666. These changes alter the capital structure without changing the $0.001 par value per share.

When does Expion360’s (XPON) reverse stock split become effective?

The reverse stock split becomes effective at 12:01 A.M. Eastern Time on July 21, 2026. From that point, every 12 issued and outstanding common shares will automatically combine into one share, and trading will reflect the split-adjusted share count.

How will fractional shares be handled in Expion360’s (XPON) reverse split?

Expion360 will not issue fractional shares in the reverse split. Any shareholder who would otherwise hold a fractional share after the 1-for-12 consolidation will have that fraction rounded up to the next whole share of common stock.

What happens to Expion360’s (XPON) authorized common shares after the changes?

The number of authorized common shares will decrease proportionately from 200,000,000 to 16,666,666. This aligns the authorized share count with the 1-for-12 reverse stock split, limiting the maximum number of common shares the company may issue going forward.

How will Expion360 (XPON) equity awards and warrants be affected by the reverse split?

Expion360 will make proportionate adjustments to equity awards, stock options, and warrants. This includes changing the number of shares underlying these instruments, their exercise prices, and share reserves under the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan to reflect the 1-for-12 ratio.

Where will Expion360 (XPON) trade after the reverse stock split?

Expion360’s common stock will continue trading on The Nasdaq Capital Market under the existing symbol XPON. Trading will be on a reverse split-adjusted basis starting July 21, 2026, and the common stock will have a new CUSIP number, 30218B308.
false --12-31 0001894954 0001894954 2026-07-16 2026-07-16 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): July 16, 2026

 

 

Expion360 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)

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

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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 7, 2026, the board of directors of Expion360 Inc., a Nevada corporation (the “Company”), approved a one-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and a proportionate (e.g., one-for-12) decrease in the number of authorized shares of Common Stock from 200,000,000 to 16,666,666 (the “Authorized Share Decrease”). Pursuant to Section 78.207 of the Nevada Revised Statutes (the “NRS”), no stockholder approval of the Reverse Stock Split or Authorized Share Decrease was required.

On July 16, 2026, the Company filed a certificate of change (the “Certificate of Change”) to its articles of incorporation (as amended, the “Articles”) with the Secretary of State of Nevada in accordance with Section 78.209 of the NRS to amend the Articles to effect the Reverse Stock Split and Authorized Share Decrease, effective as of 12:01 A.M. Eastern Time on July 21, 2026.

As a result of the Reverse Stock Split, every 12 shares of Common Stock issued and outstanding immediately prior to the effectiveness of the Reverse Stock Split will be automatically reclassified as, and combined into, one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number.

The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at market open on July 21, 2026, under the existing trading symbol “XPON.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 30218B308.

Following the Reverse Stock Split, the Company will make proportionate adjustments to (i) the number of shares of Common Stock issuable pursuant to its outstanding equity awards, (ii) the exercise price of its outstanding stock options and warrants, (iii) the number of shares authorized to be issued under the Company’s 2021 Incentive Award Plan, (iv) the number of shares authorized to be issued under the Company’s 2021 Employee Stock Purchase Plan, and (v) the number of shares of Common Stock issuable pursuant to outstanding warrants, in each case in a manner consistent with the underlying equity award agreements or warrant agreements.

The foregoing description of the Certificate of Change does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Change, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)        Exhibits

 

Exhibit   Description
     
3.1   Certificate of Change, effective July 21, 2026
     
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

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: July 16, 2026       By:   /s/ Shawna Bowin    
        Name:   Shawna Bowin    
        Title:   Chief Financial Officer    

 

 

Filing Exhibits & Attachments

5 documents