8-K
Expion360 Inc. (XPON)
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
Dateof Report (date of earliest event reported): January28, 2026
Expion360
Inc.
(Exactname 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'stelephone number, including area code)
Not
Applicable
(Formername 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 January 28, 2026, Expion360 Inc. (the “Company”) issued a press release announcing select preliminary unaudited financial results for the fiscal year ended December 31, 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, 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, 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 January 28, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the<br> 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:<br> January 28, 2026 | By: | /s/ Shawna Bowin |
| Name: | Shawna Bowin | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
Expion360Reports Select Preliminary, Unaudited 2025 Financial Results
2025 Revenue Expectedto be Approximately $9.6 Million
REDMOND, OR –January 28, 2026 – Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, today announced select preliminary, unaudited financial results for the year ended December 31, 2025.
Key FinancialHighlights for 2025
| · | Preliminary,<br> unaudited revenue for 2025 is expected to be approximately $9.6 million, up from $5.6 million<br> in 2024. |
|---|---|
| · | Preliminary,<br> unaudited gross profit for 2025 is expected to be approximately $2.2 million, compared to<br> gross profit of $1.2 million in 2024. |
| --- | --- |
| · | Preliminary,<br> unaudited net loss for 2025 is expected to be approximately $6.2 million, compared to a net<br> loss of $13.5 million in 2024. |
| --- | --- |
| · | Preliminary,<br> unaudited cash balance as of December 31, 2025 is expected to be approximately $3.0 million,<br> compared to $0.5 million as of December 31, 2024. |
| --- | --- |
Management Commentary
“With our focus on product sales growth and expanded outreach to OEMs, combined with a recovery in the RV market, we are targeting preliminary unaudited revenue of approximately $9.6 million in 2025, representing strong year-over-year growth in both the top and bottom lines,” said Joseph Hammer, Chief Executive Officer of Expion360. “We continue to make progress in our growth strategy, delivering revenue growth, improving gross margins, and strengthening our balance sheet to support the execution of key milestones and strategies. As we move into 2026, new initiatives include expansion into the industrial and construction sectors, development of specialized energy storage solutions designed to support surveillance and monitoring applications, and implementation of a technology improvement roadmap to broaden our portfolio and add new revenue streams. We also expect to see growing demand for our portfolio of innovative LiFePO4 batteries and accessories across an expanding base of distribution partners and OEMs.”
Financial Informationis Preliminary and May Be Subject to Change
The Company reports its financial results in accordance with U.S. generally accepted accounting principles. The select preliminary, unaudited financial results described in this press release are estimates only and based upon information available to the Company as of the date of this press release. Such information is subject to revision until the Company reports its full financial and business results for the year ended December 31, 2025. These estimates are not a comprehensive statement of the Company’s financial results for the year ended December 31, 2025, and actual results may differ materially from these estimates as a result of the completion of year-end accounting procedures and adjustments, including the execution of the Company’s internal control over financial reporting, the completion of the preparation and audit of the Company’s financial statements, and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for the year ended December 31, 2025. This preliminary estimated data should not be considered a substitute for the financial statements to be prepared in accordance with accounting principles generally accepted in the United States and to be filed with the Securities and Exchange Commission once available.
About Expion360
Expion360 is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and industrial applications.
The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion360 batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS casing and solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful and remote places on Earth even longer.
The Company is headquartered in Redmond, Oregon. Expion360 lithium-ion batteries are available today through more than 300 dealers, wholesalers, private-label customers, and OEMs across the country.
To learn more about the Company, visit expion360.com.
Forward-LookingStatements and Safe Harbor Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements included in this press release include, but are not limited to, statements relating to the Company’s projected financial results, including revenue, gross profit, net loss, and cash balance; the Company’s business outlook, development initiatives, growth prospects and market opportunity; the Company’s ability to expand its product portfolio and introduce new technologies; and the Company’s ability to execute on its strategic priorities and expand sales, and expected demand for its products. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Company Contact:
541-797-6714
Shawna.Bowin@expion360.com
External Investor Relations:
Chris Tyson, Executive Vice President
MZ Group - MZ North America
949-491-8235
XPON@mzgroup.us
www.mzgroup.us