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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 |
