Expion Energy, Inc. 8-K Filings

Expion360 Inc., now operating as Expion Energy, Inc. (XPON), entered into a private placement of $9,000,000 8% Convertible Debentures due August 21, 2029, with attached Warrants for up to 2,117,219 common shares. The debentures are expected to automatically convert into Series A‑1 8% Convertible Preferred Stock, subject to shareholder approval and filing of a certificate of designation. Net initial proceeds are estimated at about $8.2 million, with use of funds directed to an oil and gas asset acquisition in Eastern Louisiana and general corporate purposes.

The purchasers also received an Additional Investment Right to buy up to $91,000,000 of additional convertible preferred stock in future series, with anti‑dilution protections and a Floor Price of $0.72 per share. Expion acquired all membership interests of an oil and gas target for an adjusted cash price of $3,425,000 and committed up to $4,000,000 to a leasing program, retaining about 75% net revenue interest in the prospect. The company appointed Kevin Sellers as Chief Executive Officer, granted him 50,000 RSUs, and changed its name to Expion Energy, Inc. to reflect a broadened energy strategy including oil and gas exploration.

Expion360 Inc. reported second quarter and first-half 2026 results, with lower sales but stronger margins. Second quarter net sales were $2.0 million, down from $3.0 million a year earlier, largely due to discontinuing low-margin accessory resales and elevated OEM customer battery inventories. Gross profit was $658,266, and gross margin expanded to 32.4% from 20.8%, reflecting a more profitable product mix and disciplined pricing on core lithium battery products.

Selling, general and administrative expenses were about $2.0 million, essentially flat year over year, leading to a second quarter net loss of $1.3 million versus $1.4 million last year. For the first half of 2026, net sales declined to $3.6 million from $5.0 million, and net loss increased to $3.0 million. Cash fell to $1.5 million at June 30, 2026 as operating activities used $2.6 million. The company expanded its OEM relationship with Forest River to two additional motorized RV brands, plans to launch a next-generation lithium battery in the second half of 2026, and completed a 1-for-12 reverse stock split, regaining compliance with Nasdaq listing requirements.

Expion360 Inc. reported that Chief Financial Officer Shawna Bowin has resigned for personal reasons, effective after an orderly transition that is expected to run through approximately October 31, 2026, while the company conducts a search for a new Chief Financial Officer.

The company also stated that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which governs the $1.00 minimum bid price. As of August 3, 2026, its Common Stock closed above $1.00 per share for ten consecutive trading days, and on August 4, 2026 Nasdaq confirmed the company is in compliance with its listing requirements and that the shares continue to trade on The Nasdaq Capital Market.

Expion360 Inc. approved a 1-for-12 reverse stock split of its common stock and a proportionate decrease in authorized common shares from 200,000,000 to 16,666,666. Under Nevada law, these actions did not require stockholder approval.

The changes become effective at 12:01 A.M. Eastern Time on July 21, 2026, when every 12 issued and outstanding shares will automatically combine into one share, with par value unchanged. No fractional shares will be issued; any fractional positions will be rounded up to the next whole share.

Expion360’s common stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis on July 21, 2026, under the existing symbol XPON and new CUSIP 30218B308. The company will make proportionate adjustments to outstanding equity awards, stock options, warrants, warrants, and share reserves under its 2021 equity plans.

Expion360 Inc. announced that Chief Operating Officer Carson Heagen has tendered his resignation. He notified the board on July 2, 2026, and his departure will be effective August 1, 2026. The company states that Heagen is leaving for personal reasons.

Expion360 Inc. reported a wider net loss for the first quarter of 2026 as it repositioned its product mix and prepared new industrial offerings. Net sales were $1.6 million, down 24% from $2.0 million a year earlier, mainly because the company stopped reselling certain low-margin accessories and some OEM customers started the year with high battery inventories. Despite lower sales, gross margin improved slightly to 25% from 24%, reflecting the focus on higher-margin products.

Operating costs rose as selling, general, and administrative expenses increased 31% to $2.2 million, driven by legal, professional, and personnel costs. As a result, net loss expanded to $1.8 million from $1.2 million. Cash and cash equivalents were $3.1 million as of March 31, 2026, up modestly from $3.0 million at year-end, supported by $1.2 million of common stock issuance. Management highlighted upcoming launches of three next-generation lithium battery models for industrial markets and a hybrid energy storage system partnership as key parts of its growth strategy.

Expion360 Inc. reported strong revenue growth but continued losses for the year ended December 31, 2025. Net sales rose 72% to $9.7 million from $5.6 million in 2024, driven by expanded OEM relationships, new customers and broader adoption of its LiFePO4 battery platforms.

Gross profit increased to $1.3 million, though gross margin fell to 14% from 21% due to a one-time obsolete inventory adjustment. Without this, gross profit would have been $2.2 million or 23% of sales. Selling, general and administrative expenses rose 52% to $12.0 million, reflecting higher salaries, legal and professional fees and research and development.

Net loss narrowed to $6.2 million from $13.5 million, helped by higher sales and suspended liability income. Cash and cash equivalents increased to $3.0 million, working capital to $6.0 million, and stockholders’ equity to $6.5 million. In the fourth quarter, net sales grew 12% to $2.2 million, but a large inventory adjustment led to a gross loss and a $4.4 million net loss. Management highlighted upcoming next-generation industrial batteries and a new DASGen hybrid energy storage system as key 2026 growth initiatives.

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.

Expion360 Inc. furnished a current report to share that it has issued a press release with select preliminary unaudited financial results for the fiscal year ended December 31, 2025. The press release is included as Exhibit 99.1 to the report for investors to review.

The information in this update, including the exhibit, is being furnished under securities laws and is not treated as formally filed or incorporated into other company filings unless specifically referenced there. Expion360’s common stock continues to trade on The Nasdaq Capital Market under the symbol XPON.

Expion360 Inc. filed a current report to share that it has issued a letter to stockholders from Chief Executive Officer and Chairman Joseph Hammer. The letter discusses recent leadership changes at the company, its operational results for the year ended December 31, 2025, and its operational outlook for the year ending December 31, 2026. The letter is included as Exhibit 99.1 and is furnished rather than filed, meaning it is not subject to certain Exchange Act liability provisions or automatically incorporated into other securities filings unless specifically referenced.

Expion360 Inc. entered into an at-the-market stock offering program with Aegis Capital Corp., allowing it to offer and sell, from time to time, up to an aggregate offering price of $15.0 million of its common stock. Shares may be sold through Aegis as sales agent in transactions deemed “at the market” on Nasdaq or other markets, or in privately negotiated deals, under an existing shelf registration on Form S-3.

The company is not obligated to sell any shares. Aegis will receive a 2.0% commission on the aggregate gross proceeds of each sale and reimbursement of certain expenses. Expion360 intends to use any net proceeds for working capital and other general corporate purposes. The agreement can be terminated by either party or when all authorized shares have been sold.

Expion360 Inc. (XPON) reported a routine disclosure. The company furnished an 8-K to announce it issued a press release with financial results for the fiscal quarter ended September 30, 2025.

The press release is included as Exhibit 99.1 and the information under Item 2.02 is furnished and not deemed filed under the Exchange Act.

Expion360 (XPON) completed a private placement on October 16, 2025, selling 613,077 shares of common stock at $1.65 and a pre-funded warrant to purchase up to 144,498 shares at $1.6499. The pre-funded warrant is immediately exercisable at $0.001 per share. The company received net proceeds of approximately $1.1 million, earmarked to pay severance obligations and for working capital and general corporate purposes.

In connection with the financing, CEO Brian Schaffner resigned as CEO and will continue as a director and consultant through January 31, 2026; his severance includes 24 months of base salary and 100,000 fully vested RSUs. President and Chairman Paul Shoun also resigned and will receive 24 months of base salary and 100,000 fully vested RSUs. The Board appointed Joseph Hammer as CEO and Chairman with a $330,000 base salary and up to $3,000 per month in office expense reimbursement. The lead investor was Pioneer Capital Anstalt, advised by Mr. Hammer and LHX. The Board expanded to six and appointed Scott Burell as an independent director and Compensation Committee member.

Expion360, Inc. confirmed it has regained compliance with Nasdaq Listing Rule 5550(b)(1), the rule that sets minimum bid-price requirements for continued listing. As a result, the company’s common stock (par value $0.001) remains listed and tradable on The Nasdaq Capital Market. The filing states this return to compliance as an other event and does not disclose additional remedial actions, timing details, or related financial metrics.

Expion360 Inc. announced that Brian Schaffner has resigned from his additional role as Interim Chief Financial Officer and will continue to serve solely as Chief Executive Officer and a member of the board. The board appointed Shawna Bowin, previously the Company’s Controller, as Chief Financial Officer and principal financial officer, effective September 3, 2025.

Bowin has over 20 years of accounting experience and joined Expion360 in 2022, becoming Controller in February 2025. Under a new employment agreement effective September 3, 2025, she will receive a base salary of $192,000, a one-time bonus of $192,000 tied to her appointment and prior performance, and eligibility for annual bonuses and participation in the Company’s benefit and incentive plans. The agreement also includes indemnification and standard restrictive covenants such as one-year non-compete, non-solicitation, non-disparagement, and confidentiality provisions.

Expion360 Inc. reported that holders exercised a total of 4,878,942 warrants (4,279,749 Series A Warrants and 599,193 January Warrants), resulting in issuance of 4,878,942 shares of common stock and net cash proceeds of approximately $5.65 million after fees and expenses. The company states the previously recorded "Reverse Stock Split Cash True-up Payment" liability tied to Section 3.8 of the Series A Warrants is no longer payable.

Following these exercises, 1,006,943 Series A Warrants remain outstanding with a $1.31 exercise price exercisable through September 30, 2029, and 449,193 January Warrants remain outstanding with a $1.31 exercise price exercisable through January 3, 2030. The filing includes unaudited pro forma balance sheet information adjusted as if the warrant adjustments occurred on June 30, 2025; the company notes these estimates have not been reviewed by its independent auditors and are for informational purposes only.

Expion360 Inc. entered into an inducement offer letter with the holders of a substantial majority of its August Series A warrants and all holders of its January warrants. In this agreement, the company reduced the exercise price of the August Series A Warrants from $5.206 per share to $1.31 per share and the January Warrants from $2.36 per share to $1.31 per share in exchange for the simultaneous exercise of these warrants.

The August Series A Warrants, issued on August 8, 2024 and exercisable until September 30, 2029, and the January Warrants, issued on January 3, 2025 and exercisable until January 3, 2030, both relate to shares of common stock that have already been registered for resale on effective Form S-1 registration statements. The filing also notes that the inducement letter includes customary representations, warranties, and covenants between Expion360 and the warrant holders.

Expion360 Inc. announced that it furnished a press release and investor presentation reporting financial results for the fiscal quarter ended June 30, 2025 and will host a conference call to discuss those results.

The company confirmed it has regained compliance with Nasdaq Listing Rule 5550(a)(2) after its common stock closed above $1.00 for the required period, so its shares remain listed and traded on The Nasdaq Capital Market; a previously scheduled appeal hearing was cancelled.