[8-K] Expion360 Inc. Reports Material Event

Rhea-AI Filing Summary

Equity Bancshares, Inc. (NYSE: EQBK) filed an 8-K on 2 July 2025 to disclose several closing actions tied to its previously announced merger with NBC Corp. of Oklahoma.

• Material Definitive Agreement (Item 1.01): EQBK executed a Registration Rights Agreement with former NBC shareholders. The company will use “commercially reasonable efforts” to file and bring effective an SEC shelf registration that will allow those shareholders to resell the EQBK shares received in the merger on a Rule 415 continuous basis.
• Unregistered Equity Issuance (Item 3.02): EQBK issued 1,729,783 Class A common shares as merger consideration, relying on the private-placement exemption under Section 4(a)(2) of the Securities Act.
• Board Appointment (Item 5.02): C. Kendric Fergeson, former Chairman & CEO of NBC, joins both the EQBK and Equity Bank boards effective 3 July 2025 and will sit on the Risk Committee. He will receive standard non-employee director compensation; no related-party transactions were reported.
• Exhibits (Item 9.01): 2.1 – Agreement & Plan of Reorganization (previously filed); 10.1 – Registration Rights Agreement; 104 – Inline XBRL cover data.

The 8-K finalises the legal mechanics of the NBC acquisition, adds a seasoned community-bank leader to governance, and increases EQBK’s share count via a privately placed issuance that will shortly become freely tradeable once the shelf registration is declared effective.

Insights

M&A Specialist

TL;DR: Merger closed, registration rights granted; integration moves ahead, governance strengthened.

Completion of the NBC transaction removes execution risk and should accelerate EQBK’s Oklahoma expansion strategy. Registration rights are standard but give former NBC owners liquidity once a shelf is effective, potentially expediting post-deal share dispersion. Issuing 1.73 million shares is a modest cost for the assumed asset base and may prove earnings-accretive once synergies are realised. Adding NBC’s long-time CEO to EQBK’s board preserves local knowledge, a positive for cultural integration.

Securities Analyst

TL;DR: Share count up; resale shelf may create overhang, but strategic footprint expands.

The private issuance increases outstanding shares and, once registered, could pressure the stock as former NBC holders monetize positions. However, the transaction broadens EQBK’s market presence and should enhance deposit diversity. No immediate financial metrics were provided, so dilution vs. earnings accretion cannot yet be quantified. Governance changes appear routine and low-risk.

false 0001894954 false false false false false 0001894954 2025-07-01 2025-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 1, 2025, Expion360 Inc. (the “Company”) received a staff determination (the “Staff Determination”) from the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of the Company’s common stock, par value $0.001 per share (the “Common Stock”), had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) for the prior 30 consecutive business days (the “Minimum Bid Price Requirement”) and the Staff had determined to delist the Company’s securities from The Nasdaq Capital Market (the “Staff Determination”).

The Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination. The hearing request automatically stays any suspension or delisting of the Company’s securities and, as a result, the Common Stock will continue to be listed on The Nasdaq Capital Market pending the Panel’s decision. At the hearing, the Company will present a comprehensive plan to regain compliance with the Minimum Bid Price Requirement. The Company is committed to maintaining its Nasdaq listing and executing such plan to ensure full compliance with Nasdaq’s continued listing standards.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release, including statements about the Company’s beliefs and expectations, are “forward-looking statements” and should be evaluated as such. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “suggest,” “will,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding the Company’s ability to regain or maintain compliance with the Minimum Bid Price Requirement in a timely manner or at all, the Company’s intention to present its plan to regain compliance to the Panel, and the Company’s ability to maintain compliance with Nasdaq’s other continued listing standards. The Company has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements, including, without limitation, risks, uncertainties and assumptions related to the trading price of the Common Stock, as well as the risks disclosed under Item 1A, “Risk Factors,” in the Company’s most recently Annual Report on Form 10-K filed with the Securities and Exchange Commission, as updated by the Company’s subsequently filed Quarterly Report on Form 10-Q. This Current Report speaks as of the date indicated above. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any future changes in the Company’s expectations of results or any future change in events, except as required by law.

 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: July 8, 2025	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer

FAQ

How many new shares did Equity Bancshares (EQBK) issue for the NBC merger?

EQBK issued 1,729,783 Class A common shares to former NBC shareholders.

What is contained in the Registration Rights Agreement disclosed by EQBK?

EQBK agreed to file and seek effectiveness of a shelf registration so NBC shareholders can resell their EQBK shares under Rule 415.

Who joined Equity Bancshares' board after the NBC merger?

C. Kendric Fergeson, former NBC Chairman & CEO, was appointed to EQBK’s board and Risk Committee effective 3 July 2025.

Was the share issuance registered with the SEC?

No. The shares were issued under the Section 4(a)(2) private-placement exemption; a resale registration will follow.

Which exhibits were filed with the EQBK 8-K dated July 2, 2025?

Exhibit 2.1: Agreement & Plan of Reorganization; Exhibit 10.1: Registration Rights Agreement; Exhibit 104: Inline XBRL cover data.