[8-K] Expion360 Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K key points

• On 4 Aug 2025 Empery Digital Inc. (NASDAQ: EMPD) furnished an update on its corporate Bitcoin treasury under Items 7.01 and 8.01.
• Since the last update on 31 Jul 2025 the company purchased an additional 110 BTC for $12.6 million.
• Aggregate holdings now total 3,913.23 BTC, acquired for approximately $460 million, equating to an average cost of $117,629 per BTC.
• The information is deemed “furnished,” not “filed,” limiting Exchange Act liability and preventing automatic incorporation into other SEC filings.

No financial results, earnings guidance, or other material events were disclosed in this report.

Insights

Crypto Treasury Analyst

TL;DR: EMPD grows BTC stack to 3,913.23; strategic but raises cost-basis risk.

The additional 110 BTC purchase reaffirms management’s conviction in Bitcoin as a reserve asset. A $460 million cumulative outlay gives EMPD sizeable optionality if BTC appreciates, while the average entry price of $117.6k sets a high break-even versus many corporate peers. Because the disclosure is furnished, it carries minimal legal exposure, yet investors should watch for future fair-value impacts on earnings.

Risk Analyst

TL;DR: Larger BTC position boosts volatility exposure; event is moderately impactful.

Adding $12.6 million in crypto raises concentration risk and potential balance-sheet swings tied to BTC market moves. No offsetting hedges or liquidity details were provided. While not immediately dilutive, the company’s high cost basis could pressure future impairment testing if prices fall. Impact judged neutral overall because no core-operating metrics changed.

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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): Augsut 4, 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 2.02. Results of Operations and Financial Condition.

On August 4, 2025, Expion360 Inc. (the “Company”) issued a press release announcing select preliminary unaudited financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1.

The information provided in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, 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 August 4, 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: August 4, 2025	By:	/s/ Brian Schaffner
	Name:	Brian Schaffner
	Title:	Chief Executive Officer

FAQ

How many Bitcoin does Empery Digital (EMPD) now hold?

The company reports holding 3,913.23 BTC as of 4 Aug 2025.

What was the cost of EMPD’s latest Bitcoin purchase?

Empery Digital spent $12.6 million to acquire an additional 110 BTC.

What is EMPD’s aggregate cost basis for its Bitcoin treasury?

Total outlay stands at approximately $460 million, or $117,629 per BTC on average.

Does the 8-K include any earnings or revenue figures?

No. The filing only updates Bitcoin holdings; it contains no financial results or guidance.

Is the information in this 8-K considered "filed" with the SEC?

No. Items 7.01 and 8.01 were furnished, limiting Exchange Act liability.