Expion360 (NASDAQ: XPON) warned by Nasdaq after shares fall below $1 bid

Rhea-AI Filing Summary

Expion360 Inc. reported that Nasdaq staff has issued a determination to delist its common stock because the share price has stayed below Nasdaq’s $1.00 minimum bid price requirement for 30 consecutive business days. The company has 180 days, until July 28, 2026, to regain compliance.

If Expion360 does not meet the minimum bid price by then, it may qualify for an additional 180‑day period if it satisfies other Nasdaq listing standards and outlines a specific plan, which could include a reverse stock split. The company is evaluating options but cannot assure it will maintain its Nasdaq listing.

Positive

• None.

Negative

• Nasdaq delisting risk: Expion360 has received a Nasdaq staff determination to delist its shares after failing the $1.00 minimum bid requirement for 30 straight business days, and future Nasdaq listing now depends on successfully regaining compliance within the specified 180‑day (and potential second) periods.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency puts Expion360’s listing at clear risk.

Expion360 has received a Nasdaq staff determination to delist its shares after the stock traded below the $1.00 minimum bid for 30 consecutive business days. Nasdaq has granted a 180‑day window, until July 28, 2026, to regain compliance.

If the company still fails to meet the minimum bid, it could seek a second 180‑day period, assuming it meets all other initial listing standards and submits an acceptable remediation plan, potentially including a reverse stock split. Otherwise, Nasdaq may proceed with delisting.

This situation introduces clear listing risk. Remaining on Nasdaq now depends on future share price performance and any corporate actions the board undertakes, such as a split, during the defined compliance periods described in the notice.

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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): January 29, 2026

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 January 29, 2026, 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 subject to a compliance period (the “Staff Determination”).

Nasdaq has provided the Company with an 180 calendar day compliance period, or until July 28, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar day compliance period, provided the Company meets the continued listing requirement regarding the market value of its publicly held shares of Common Stock and all other Nasdaq initial listing standards, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

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, 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 Reports 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: January 30, 2026	By:	/s/ Shawna Bowin
	Name:	Shawna Bowin
	Title:	Chief Financial Officer

FAQ

What Nasdaq notice did Expion360 (XPON) receive about its stock listing?

Expion360 received a Nasdaq staff determination stating its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive business days below that level, and that its securities are subject to delisting if compliance is not regained within set timeframes.

How long does Expion360 (XPON) have to regain Nasdaq minimum bid price compliance?

Expion360 has an initial 180‑day compliance period running through July 28, 2026 to lift its common stock bid price back to at least $1.00 and maintain that level long enough for Nasdaq to determine the company again satisfies the continued listing requirement.

Can Expion360 (XPON) get more time beyond July 28, 2026 to fix its bid price?

If Expion360 fails to regain the $1.00 bid price by July 28, 2026, it may qualify for an additional 180‑day period if it meets all Nasdaq initial listing standards other than bid price and provides written notice of a specific cure plan acceptable to Nasdaq.

What actions might Expion360 (XPON) take to regain Nasdaq compliance?

Expion360 states it is evaluating options and may propose actions such as a reverse stock split as part of a written plan to cure the bid price deficiency, though it emphasizes there is no assurance it will successfully regain or maintain Nasdaq listing compliance.

What happens if Expion360 (XPON) cannot meet Nasdaq’s bid price rule?

If Expion360 cannot satisfy the $1.00 minimum bid rule within the allowed compliance periods, and does not otherwise qualify, Nasdaq may issue a final notice that the company’s securities will be delisted from The Nasdaq Capital Market, affecting where its shares can trade.

Does Expion360 (XPON) give any assurance it will stay listed on Nasdaq?

Expion360 states it intends to use reasonable efforts to regain compliance with Nasdaq’s bid price rule but explicitly notes there can be no assurance it will succeed in regaining compliance or continue meeting all other Nasdaq continued listing standards going forward.