Expion360 宣布 1 比 12 股份反拆細，授權股數同步縮減至約 1667 萬股

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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): July 16,
2026

 

 
  

 
Expion360
Inc.

(Exact name
of Registrant as specified in its charter)

 
  

 
 

 
 Nevada
  
 001-41347
  
 81-2701049

 
 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 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 ☒

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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

On July 7, 2026, the
board of directors of Expion360 Inc., a Nevada corporation (the “Company”), approved a one-for-12 reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and a proportionate
(e.g., one-for-12) decrease in the number of authorized shares of Common Stock from 200,000,000 to 16,666,666 (the
“Authorized Share Decrease”). Pursuant to Section 78.207 of the Nevada Revised Statutes (the “NRS”), no stockholder
approval of the Reverse Stock Split or Authorized Share Decrease was required.

 On July 16,
2026, the Company filed a certificate of change (the “Certificate of Change”) to its articles of incorporation (as
amended, the “Articles”) with the Secretary of State of Nevada in accordance with Section 78.209 of the NRS to amend the
Articles to effect the Reverse Stock Split and Authorized Share Decrease, effective as of 12:01 A.M. Eastern Time on July 21,
2026.

As a result of
the Reverse Stock Split, every 12 shares of Common Stock issued and outstanding immediately prior to the effectiveness of the
Reverse Stock Split will be automatically reclassified as, and combined into, one issued and outstanding share of Common Stock,
without any change in the par value per share. No fractional shares of Common Stock will be issued as a result of the Reverse Stock
Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole
number.

The Common Stock will
begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at market open on July 21, 2026, under the existing trading
symbol “XPON.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 30218B308.

Following the
Reverse Stock Split, the Company will make proportionate adjustments to (i) the number of shares of Common Stock issuable pursuant
to its outstanding equity awards, (ii) the exercise price of its outstanding stock options and warrants, (iii) the number of shares
authorized to be issued under the Company’s 2021 Incentive Award Plan, (iv) the number of shares authorized to be issued under
the Company’s 2021 Employee Stock Purchase Plan, and (v) the number of shares of Common Stock issuable pursuant to outstanding
warrants, in each case in a manner consistent with the underlying equity award agreements or warrant agreements.

The foregoing description
of the Certificate of Change does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate
of Change, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)        Exhibits

 

 
 Exhibit
  
 Description

 
  
  
  

 
 3.1
  
 Certificate of Change, effective July 21, 2026

 
  
  
  

 
 104
  
 Cover Page Interactive Data File (embedded within the 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:
 July 16, 2026
  
  
  
 By:
  
 /s/
 Shawna Bowin
  
  

 
  
  
  
  
 Name:
  
 Shawna
 Bowin
  
  

 
  
  
  
  
 Title:
  
 Chief
 Financial Officer