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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 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 |
