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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): September
3, 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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Interim Chief Financial Officer
Effective September 3, 2025, Brian
Schaffner, the Chief Executive Officer, Interim Chief Financial Officer, and Director of Expion360 Inc. (the “Company”), is
resigning from his role as Interim Chief Financial Officer of the Company. Mr. Schaffner will continue to perform his duties as Chief
Executive Officer and as a member of the board of directors (the “Board”) of the Company.
Appointment of Chief Financial Officer
In connection with Mr. Schaffner’s
resignation, the Board appointed Shawna Bowin, who currently serves as the Company’s Controller, to serve as the Company’s
Chief Financial Officer, effective immediately upon Mr. Schaffner’s resignation. In this role, Ms. Bowin will serve as the Company’s
principal financial officer.
Ms. Bowin, age 48, brings over
20 years of experience in accounting. Ms. Bowin joined the Company in January 2022 as Senior Accountant and was promoted to Controller
in February 2025. Her prior experience includes serving as Accounting Manager at Hodge Western Corp. from 2021 to 2022, and as Office
Manager overseeing all accounting duties at JTS Animal Bedding from 2014 to 2021. Ms. Bowin previously held several accounting-related
roles from 2001 to 2014 at American Licorice Company, a large privately held manufacturing company. Ms. Bowin holds a Bachelor of Science
in Accounting from Linfield College, and is currently pursuing a Master of Business Administration with a concentration in Accounting
from Louisiana State University – Shreveport’s College of Business.
In connection with her
appointment as Chief Financial Officer, Ms. Bowin entered into an employment agreement with the Company (the “Employment Agreement”),
effective September 3, 2025. Under the terms of the Employment Agreement, Ms. Bowin has an initial one-year employment term, and is entitled
to a base salary of $192,000. In addition, Ms. Bowin is receiving a special, one-time bonus in the
amount of $192,000 in connection with her appointment as Chief Financial Officer and in recognition of her performance as Controller
prior to her appointment as Chief Financial Officer during 2025. Ms. Bowin is also eligible for an annual bonus to be granted
by the Board or compensation committee of the Board based on performance objectives and targets established annually. In addition, under
the Employment Agreement, Ms. Bowin is entitled to participate in the Company’s 2021 Incentive Award Plan and in any retirement,
paid time off, and health and welfare benefit plans, practices, policies and arrangements the Company may offer. Under the Employment
Agreement, Ms. Bowin is also entitled to reimbursement for reasonable business and travel expenses incurred in connection with the performance
of her duties. The Employment Agreement provides for the Company to indemnify and hold Ms. Bowin harmless from and against claims and
expenses imposed on or asserted against Ms. Bowin that arise out of or related to her service as an officer of the Company. The Employment
Agreement includes restrictive covenants, including a one-year non-competition provision,
a one-year non-solicitation and non-disparagement provision, and a confidentiality provision.
The foregoing description
of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full and
complete text of the Employment Agreement, which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for
the quarter ending September 30, 2025.
There are no arrangements or understandings
between Ms. Bowin and any other person pursuant to which she was appointed as Chief Financial Officer. There are no family relationships
between Ms. Bowin and any director or executive officer. Except for her employment relationship with the Company and the compensation
arrangements arising in connection therewith, there are no relationships involving Ms. Bowin that are required to be reported pursuant
to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2025, the Company
issued a press release announcing Mr. Schaffner’s resignation as interim Chief Financial Officer and Ms. Bowin’s appointment
as Chief Financial Officer as discussed in Item 5.02 herein. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference in its entirety.
The information provided in this
Item 7.01 and Exhibit 99.1 is being furnished and 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated September 8, 2025. |
| |
|
|
| 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:
September 8, 2025 |
By: |
/s/
Brian Schaffner |
| |
Name: |
Brian
Schaffner |
| |
Title: |
Chief
Executive Officer |
