[8-K] Expion360 Inc. Reports Material Event

Rhea-AI Filing Summary

Expion360 Inc. (NASDAQ: XPON) filed an 8-K to disclose results of its 31 July 2025 Annual Meeting (record date 4 June 2025).

• Quorum: 1,520,479 shares (≈45% of the 3,374,468 shares outstanding) were present in person or by proxy.
• Board elections: All five director nominees were elected. Support ranged from 52% of votes cast for Tien Q. Nguyen (251,341 withheld vs. 231,452 for) to 77% for Steven M. Shum (374,146 for; 108,647 withheld). 1,037,686 broker non-votes applied to each nominee.
• Auditor ratification: M&K CPAS, PLLC was re-appointed with 1,381,669 votes FOR (92%), 42,714 AGAINST, and 96,096 ABSTAIN. No broker non-votes.
• Equity plans: Shareholders approved increasing share reserves for the 2021 Incentive Award Plan (305,081 FOR; 175,650 AGAINST) and the 2021 Employee Stock Purchase Plan (339,316 FOR; 140,905 AGAINST). Each proposal had 1,037,686 broker non-votes.

No other matters were brought before shareholders. The filing contains no financial performance data or strategic transactions.

Positive

• All proposals, including auditor ratification and equity plan increases, received shareholder approval, providing corporate continuity and flexibility.

Negative

• Low voter turnout (~45%) and sub-50% support for one director nominee suggest governance concerns.
• Increased share reserves under incentive and ESPP plans introduce potential dilution; roughly one-third of votes opposed each increase.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; all proposals passed, but low turnout and thin support for one director and share-dilutive plan increases.

The 8-K is largely procedural. Auditor ratification passed comfortably, reinforcing reporting continuity. However, only ~45% of outstanding shares voted, and director Tien Q. Nguyen received just 48% affirmative support, signalling possible investor dissatisfaction. Both equity plan expansions were approved yet faced 34–36% opposition, implying dilution concerns. Overall impact on valuation is minimal today, but the increased share authorization modestly elevates future dilution risk.

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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): July 31, 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 5.07 Submission of Matters to a Vote of Security Holders.

On July 31, 2025, Expion360 Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 3,374,468 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), outstanding on June 4, 2025, the record date for the Annual Meeting. At the Annual Meeting, 1,520,479 shares of Common Stock were present in person or represented by proxy.

The following tables set forth the final results of the voting for the four proposals voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2025.

Proposal 1: The stockholders elected five directors to serve on the Board of Directors for a one-year term of office expiring at the annual meeting of stockholders to be held in 2026 and until their respective successors have been elected and qualified, or until their respective deaths, resignations, or removals. The following sets forth the results of the voting with respect to each director nominee:

Name of Director		For		Withheld		Broker Non-Votes
Paul Shoun		373,889		108,904		1,037,686
Brian Schaffner		374,072		108,721		1,037,686
George Lefevre		353,055		129,738		1,037,686
Tien Q. Nguyen		231,452		251,341		1,037,686
Steven M. Shum		374,146		108,647		1,037,686

Proposal 2: The stockholders ratified the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The following sets forth the results of the voting with respect to the proposal:

For		Against		Abstain		Broker Non-Votes
1,381,669		42,714		96,096		–

Proposal 3: The stockholders approved an increase in the number of shares of Common Stock authorized for issuance under the Company’s 2021 Incentive Award Plan. The following sets forth the results of the voting with respect to the proposal:

For		Against		Abstain		Broker Non-Votes
305,081		175,650		2,062		1,037,686

Proposal 4: The stockholders approved an increase in the number of shares of Common Stock authorized for issuance under the Company’s 2021 Employee Stock Purchase Plan. The following sets forth the results of the voting with respect to the proposal:

For		Against		Abstain		Broker Non-Votes
339,316		140,905		2,572		1,037,686

No other matters were presented for consideration or stockholder action at the Annual Meeting.

 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 1, 2025	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer and Interim Chief Financial Officer

FAQ

How many Expion360 (XPON) shares were represented at the 2025 Annual Meeting?

A total of 1,520,479 shares, or about 45% of shares outstanding, were present in person or by proxy.

Were all Expion360 director nominees elected?

Yes. All five nominees were elected, though Tien Q. Nguyen received only 231,452 FOR vs. 251,341 WITHHELD.

Did shareholders approve the increase in shares for the 2021 Incentive Award Plan?

Yes. The proposal passed with 305,081 FOR, 175,650 AGAINST, 2,062 ABSTAIN, and 1,037,686 broker non-votes.

Which audit firm will serve Expion360 for FY-2025?

Shareholders ratified M&K CPAS, PLLC with 92% of votes cast in favor.

What is the potential impact of the equity plan approvals on XPON shareholders?

Approving additional share reserves authorizes future stock issuance, creating modest dilution risk balanced by employee retention benefits.