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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 |
