[8-K] Expion360 Inc. Reports Material Event

Rhea-AI Filing Summary

Expion360 Inc. announced that it furnished a press release and investor presentation reporting financial results for the fiscal quarter ended June 30, 2025 and will host a conference call to discuss those results.

The company confirmed it has regained compliance with Nasdaq Listing Rule 5550(a)(2) after its common stock closed above $1.00 for the required period, so its shares remain listed and traded on The Nasdaq Capital Market; a previously scheduled appeal hearing was cancelled.

Positive

• Regained compliance with Nasdaq Listing Rule 5550(a)(2), allowing the common stock to remain listed and traded on The Nasdaq Capital Market.
• Filed exhibits: press release (Exhibit 99.1) announcing results for the fiscal quarter ended June 30, 2025 and an investor presentation (Exhibit 99.2); a conference call is planned.

Negative

• Prior Nasdaq deficiency: Nasdaq staff determined the bid price had closed below $1.00 for 30 consecutive trading days, triggering review.
• Regulatory attention: an appeal hearing was scheduled (and later cancelled), indicating the company recently faced material listing compliance scrutiny.

Insights

Corporate Governance Expert

Regaining Nasdaq compliance ends immediate delisting threat; prior deficiency required formal remediation and a cancelled hearing.

The filing documents that Nasdaq had flagged a minimum-bid deficiency due to the bid price closing below $1.00 for 30 consecutive trading days, and that the Company subsequently closed above $1.00 for the requisite period, prompting Nasdaq to notify the registrant that it is back in compliance and cancelling the scheduled appeal hearing. For governance stakeholders, this sequence confirms the company met the technical listing standard and resolved the matter administratively; the 8-K also furnishes the press release and presentation rather than incorporating them by reference.

Financial Analyst

Compliance restoration is positive; the company filed a press release and presentation on quarterly results, but no financial figures are included in this 8-K text.

The 8-K states the Company issued a press release announcing results for the quarter ended June 30, 2025 and furnished an accompanying presentation and conference call. The report does not include revenue, earnings, balance sheet, or cash flow figures, so material financial conclusions cannot be drawn from this filing alone. The Nasdaq compliance notice reduces immediate market-structure risk related to listing status, which is generally favorable for liquidity and investor access.

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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): August 13, 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 2.02. Results of Operations and Financial Condition.

On August 13, 2025, Expion360 Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

The Company plans to hold a conference call regarding its financial results. The conference call will be accompanied by the presentation deck (the “Presentation”) furnished as Exhibit 99.2 to this Current Report. A copy of the Presentation is also available on the Company’s investor relations website located at investors.expion360.com. The information included on the Company’s website is not incorporated by reference into this Current Report or into any other Company filing with the Securities and Exchange Commission unless otherwise expressly indicated.

The information provided in Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

The Company confirms it has regained compliance with Nasdaq Listing Rule 5550(a)(2) and that its common stock, par value $0.001 per share (the “Common Stock”), continues to be listed and traded on The Nasdaq Capital Market.

As previously disclosed, the Company received a staff determination from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of its Common Stock had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) for the prior 30 consecutive trading days (the “Minimum Bid Price Requirement”). The Company timely requested and was granted an appeal hearing by filing a hearing request with Nasdaq.

As of August 12, 2025, the Common Stock had closed above $1.00 per share for more than ten consecutive trading days. As a result, on August 13, 2025, the Company received a letter from the Nasdaq Office of General Counsel advising that the Company had regained compliance with the Minimum Bid Price Requirement, and that the Company was therefore in compliance with Nasdaq’s listing requirements. Consequently, the appeal hearing scheduled for August 19, 2025 was cancelled.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 13, 2025
99.2		Presentation of Expion360 Inc.
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: August 13, 2025	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer

FAQ

Has Expion360 (XPON) regained Nasdaq compliance?

Yes. Nasdaq advised the Company it has regained compliance with the minimum bid price requirement after the stock closed above $1.00 for the necessary consecutive trading days and the scheduled appeal hearing was cancelled.

What triggered the Nasdaq deficiency for XPON?

Nasdaq staff determined the bid price of the Company’s common stock had closed below $1.00 for 30 consecutive trading days, constituting a minimum-bid price deficiency.

Did Expion360 file financial results in this 8-K?

The company furnished a press release announcing financial results for the fiscal quarter ended June 30, 2025 as Exhibit 99.1 and a presentation as Exhibit 99.2, but the 8-K text itself does not include financial numbers.

Will Expion360 host a conference call about the results?

Yes. The Company plans to hold a conference call regarding its financial results; the presentation accompanying the call is available on the investor relations website.

Are the press release and presentation incorporated by reference into other filings?

No. The 8-K states that the press release and presentation are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into other filings unless expressly stated.

Is Expion360's common stock still listed on Nasdaq?

Yes. The Company confirmed that its common stock continues to be listed and traded on The Nasdaq Capital Market following the compliance determination.