8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C.  20549

FORM

8-K

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CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

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Dateof Report (date of earliest event reported): December28, 2022

Expion360

Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-41347	81-2701049
(State<br> or other jurisdiction of	(Commission	(I.R.S.<br> Employer
incorporation<br> or organization)	File<br> Number)	Identification<br> No.)
2025 SW Deerhound Avenue
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Redmond**, OR**	97756
(Address<br> of principal executive offices)	(Zip<br> 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<br> Stock, $0.001 par value	XPON	Nasdaq Capital<br> 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.

Emerging

growth company [X]

If an emerging growth company, indicate by check mark if 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 7.01 Regulation FD Disclosure.

On December 28, 2022, Expion360 Inc. (the “Company”) published a letter to shareholders. The full text of the shareholder letter, which is posted on the “Investor Relations” section of the Company’s website at https://investors.expion360.com/ and appears in Exhibit 99.1 hereto, is incorporated herein by reference.

The information contained in this Item 7.01 and in Item 9.01 of this report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Letter to Shareholders of Expion360 Inc., dated December 28, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Expion360 INC.
Date:<br> December 28, 2022	By:	/s/<br> Brian Schaffner
		Name:<br> Brian Schaffner
		Title:<br> Chief Financial Officer

Exhibit 99.1

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