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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
17, 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
Expion360
Inc. (the “Company”) confirms it has regained
compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). As a result, the
Company’s 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, on August 20, 2025, the Company received a notification letter from the Nasdaq Listing Qualifications department
of The Nasdaq Stock Market (“Nasdaq”) stating that the stockholders’ equity balance reported in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the Securities and Exchange Commission on August 13, 2025
was below the $2.5 million required minimum for continued listing on the Nasdaq Capital Market under the Equity Rule.
Following
the Company’s reduction of the exercise price of certain outstanding warrants in August 2025 in exchange for the prompt exercise
of such warrants by the warrant holders for cash, the Company’s stockholders’ equity balance increased above the required
threshold. On September 17, 2025, the Company received a letter from the Nasdaq Listing Qualifications department confirming the Company’s
regained compliance with the Equity Rule and that the Company was therefore in compliance with Nasdaq’s listing requirements.
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 24, 2025 |
By: |
/s/
Brian Schaffner |
| |
Name: |
Brian
Schaffner |
| |
Title: |
Chief
Executive Officer |
