Form 8-K

8-K — Expion360 Inc.

Accession: 0001903596-26-000297

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001894954

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): August 7,

2026

Expion360

Inc.

(Exact name

of Registrant as specified in its charter)

Nevada

001-41347

81-2701049

(State

or Other Jurisdiction

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

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 2.02. Results of Operations and Financial Condition.

On August 7, 2026, Expion360

Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. 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 (the “Exchange Act”), 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, or the Exchange Act, 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 August 7, 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: August 7, 2026

By:

/s/ Shawna Bowin

Name:

Shawna Bowin

Title:

Chief Financial Officer

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Expion360 Reports

Second Quarter 2026 Financial and Operational Results

Gross Margin Expands

to 32.4% from 20.8% in Prior-Year Period

Expanded OEM Relationship

with Forest River to Include Two Additional Motorized RV Brands

REDMOND, OR –

August 7, 2026 – Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader

in lithium-ion battery power storage solutions, today reported its financial and operational results for the second quarter and six months

ended June 30, 2026.

Second Quarter

and First Half 2026 Financial and Operational Highlights

• Q2

2026 net sales totaled $2.0 million, down 32% from Q2 2025, and up 30% from Q1 2026.

• First

half 2026 net sales of $3.6 million, down 29% from the first half of 2025.

• Q2

2026 gross profit increased 6% compared to Q2 2025, despite lower net sales.

• First

half 2026 gross profit decreased 6% compared to the first half of 2025.

• Q2

2026 gross margin expanded to 32% of sales, compared to 21% in Q2 2025.

• First

half 2026 gross margin of 29% of sales, compared to 22% in the first half of 2025.

• Q2

2026 net loss improved 6% compared to Q2 2025.

• First

half 2026 cash used for operations of $2.6 million, compared to $1.6 million in the first

half of 2025.

• Cash

and cash equivalents of $1.5 million as of June 30, 2026.Working capital of $4.4 million

and stockholders’ equity of $4.8 million as of June 30, 2026.

• Expanded

existing supply relationship with Forest River, Inc.

• Regained

compliance with Nasdaq minimum bid price requirement.

Management Commentary

“Our second

quarter results reflect meaningful progress on the margin improvement initiatives we have been executing throughout 2026,” said

Joseph Hammer, Chief Executive Officer and Chairman of the Board of Directors of Expion360. “Gross profit increased 6% year over

year to $0.7 million even as net sales declined, and gross margin expanded more than 11 percentage points to 32.4% from 20.8% in the

prior-year period. This is the direct result of our decision to discontinue the resale of certain low-margin accessories and to maintain

disciplined pricing across our core battery product lines. We believe a higher-quality revenue base positions the Company for an improved

earnings profile as volumes recover.

“Second quarter

net sales of $2.0 million were impacted by the discontinuation of low-margin accessory resales and elevated battery inventory levels

held by certain OEM customers entering the year. Encouragingly, second quarter net sales increased 30% sequentially from the first quarter,

while selling, general, and administrative expenses remained essentially flat year-over-year and decreased sequentially from the first

quarter.

“During the

quarter, we expanded our supply relationship with Forest River, a subsidiary of Berkshire Hathaway and one of the largest RV manufacturers

in North America. Following our existing programs with Forest River’s Dynamax and East to West brands, Forest River selected our

UL 1973-certified lithium-ion battery systems for two additional motorized brands: Georgetown and Dynamax Grand Sport. We believe this

expansion reflects continued progress in growing our OEM customer base within the motorized RV market.

“We remain

on track to launch the first next-generation lithium battery in the second half of 2026. This product incorporates our VHC™ internal

heating technology, SmartTalk™ Bluetooth connectivity, and CANBus communication, while also being designed to improve manufacturing

efficiency and support further margin expansion.

“Subsequent

to the quarter, we completed a 1-for-12 reverse stock split and regained compliance with Nasdaq’s listing rules. We also announced

leadership transitions in our Chief Operating Officer and Chief Financial Officer roles and are focused on ensuring continuity as we

execute on these priorities. Looking ahead, our focus remains on converting expanded OEM relationships into revenue growth, executing

our next-generation product launches, sustaining margin improvements, and maintaining disciplined capital and operating expense management,”

concluded Mr. Hammer.

Second Quarter

2026 Financial Summary

Net sales in the

second quarter of 2026 totaled $2.0 million, a decrease of 32% from $3.0 million in the prior year period. The decrease in net sales

was primarily attributable to discontinuing the resale of certain low-margin accessories in order to increase profit margins.

Gross profit in the

second quarter of 2026 totaled $0.7 million, or 32.4% as a percentage of net sales, compared to gross profit of $0.6 million, or 20.8%

as a percentage of net sales, in the prior year period. The increase in gross profit and gross profit as a percentage of net sales was

primarily attributable to a change in product mix that excluded low-margin items, combined with the maintenance of healthy pricing models

across the Company’s core battery product lines.

Selling, general,

and administrative expenses were $2.0 million in the second quarter of 2026, a decrease of 0.7% from $2.0 million in the second quarter

of 2025. Decreases in research and development, salaries and benefits, and travel expenses were offset by increases in legal and professional

fees and sales and marketing expenses.

Net loss in the second

quarter of 2026 totaled $1.3 million, or $(1.34) per basic and diluted share, compared to a net loss of $1.4 million, or $(4.93) per

basic and diluted share, in the second quarter of 2025.

First Half 2026

Financial Summary

For the six months

ended June 30, 2026, net sales totaled $3.6 million, a decrease of 29% from $5.0 million in the prior year period. The decrease in net

sales was primarily attributable to discontinuing the resale of certain low-margin accessories and to elevated battery inventory levels

carried into the year by certain OEM customers.

Gross profit totaled

$1.05 million, or 29.3% as a percentage of net sales, a decrease of 6% compared to $1.12 million, or 22.3% as a percentage of net sales,

in the prior year period.

Selling, general,

and administrative expenses increased 14% to $4.1 million compared to $3.6 million in the prior year period. The increase was primarily

due to increases in legal and professional fees and salaries and benefits, only partially offset by decreases in research and development,

travel expenses, and depreciation.

Net loss totaled

$3.0 million, or $(3.33) per basic and diluted share, compared to a net loss of $2.5 million, or $(9.39) per basic and diluted share,

in the prior year period.

Cash and cash equivalents

totaled $1.5 million as of June 30, 2026, compared to $3.0 million as of December 31, 2025.

Net cash used in

operating activities for the six months ended June 30, 2026 increased to $2.6 million from $1.6 million in the prior year period, primarily

attributable to the timing of inventory purchases, prepaid expenses, and accounts receivable and accounts payable.

Reverse Stock

Split and Nasdaq Listing Compliance

On July 21, 2026,

the Company effected a one-for-12 reverse stock split of its issued and outstanding shares of common stock, together with a proportionate

decrease in the number of authorized shares of common stock. The reverse stock split was undertaken in connection with the Company’s

efforts to regain compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid

Price Requirement”). All share and per share amounts presented in this press release have been retroactively adjusted to reflect

the reverse stock split for all periods presented.

As of August 4, 2026,

the Company had regained compliance with the Minimum Bid Price Requirement, and Nasdaq’s listing requirements.

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. Expion360 delivers advanced lithium battery technology that powers every

adventure, every mission, for the moments that matter.

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-Looking

Statements

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 anticipated timing and commercial availability of the Company’s products; the

expected normalization of customer demand and inventory levels; the Company’s ability to sustain and further improve its gross

margins; the Company’s ability to execute on its growth strategy and initiatives; the Company’s ability to grow and convert

its OEM relationships, including with Forest River, into revenue growth; the Company’s ability to maintain compliance with the

continued listing requirements of The Nasdaq Capital Market; the Company’s ability to raise additional capital, manage operating

expenses, and continue as a going concern; and the Company’s ability to expand its product portfolio and introduce new technologies.

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

EXPION360 INC.

BALANCE SHEETS

As of June 30, 2026 (Unaudited)

As of December 31, 2025

Assets

Current Assets

Cash and cash equivalents

$ 1,540,348

$ 2,969,096

Accounts receivable, net

638,281

718,964

Inventory

2,049,571

2,858,780

Prepaid/in-transit inventory

530,332

318,440

Prepaid expenses and other current assets

560,761

179,645

Total current assets

5,319,293

7,044,925

Property and equipment

807,083

Accumulated depreciation

(528,663 )

(478,861 )

Property and equipment, net

278,420

328,222

Other Assets

Operating leases – right-of-use asset

507,374

666,199

Deposits

32,016

Total other assets

539,390

698,215

Total assets

$ 6,137,103

$ 8,071,362

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

$ 349,095

$ 403,792

Customer deposits

59,216

2,978

Accrued expenses and other current liabilities

209,627

221,863

Current portion of operating lease liability

327,527

337,246

Current portion of long-term debt

13,399

31,058

Total current liabilities

958,864

996,937

Long-term debt, net of current portion and discount

142,784

166,187

Operating lease liability, net of current portion

218,008

372,478

Total liabilities

1,319,656

1,535,602

Stockholders’ equity

Preferred stock, par value $0.001; 20,000,000 shares authorized; zero shares issued and outstanding

—

Common stock, par value $0.001; 1,666,666 shares authorized; 953,192 and 815,145 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

953

815

Additional paid-in capital

48,669,730

47,345,372

Accumulated deficit

(43,853,236 )

(40,810,427 )

Total stockholders’ equity

4,817,447

6,535,760

Total liabilities and stockholders’ equity

$ 6,137,103

$ 8,071,362

EXPION360 INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026

2025

2026

2025

Net sales

$ 2,030,065

$ 2,989,947

$ 3,595,912

$ 5,039,278

Cost of sales

1,371,799

2,367,337

2,541,571

3,915,101

Gross profit

658,266

622,610

1,054,341

1,124,177

Selling, general and administrative

1,959,535

1,972,806

4,126,520

3,622,241

Loss from operations

(1,301,269 )

(1,350,196 )

(3,072,179 )

(2,498,064 )

Other (income)/expense

Interest income

(13,350 )

—

(27,667 )

(1 )

Other income

(10,657 )

—

(10,657 )

—

Interest expense

3,196

3,649

8,715

9,317

Loss on sale of property and equipment

—

14,978

—

13,353

Other expense

183

—

213

Total other (income) / expense

(20,628 )

18,627

(29,396 )

22,719

Loss before income taxes

(1,280,641 )

(1,368,823 )

(3,042,783 )

(2,520,783 )

Franchise taxes

—

Net loss

$ (1,280,641 )

$ (1,368,860 )

$ (3,042,809 )

$ (2,520,858 )

Net loss per share (basic and diluted)

$ (1.34 )

$ (4.93 )

$ (3.33 )

$ (9.39 )

Weighted-average number of common shares outstanding

953,192

277,939

912,646

268,586

EXPION360 INC.

STATEMENTS OF CASH

FLOWS (UNAUDITED)

For the Six Months Ended June 30,

2026

2025

Cash flows from operating activities

Net loss

$ (3,042,809 )

$ (2,520,858 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

49,802

65,244

Loss on sale of property and equipment

—

13,353

Stock-based compensation

105,029

183,950

Issuance of common stock in exchange for services

—

106,250

Allowance for doubtful accounts

7,972

—

Non-cash expense in exchange for asset disposal

—

21,420

Changes in operating assets and liabilities:

Accounts receivable

72,711

(102,702 )

Inventory

809,209

(306,802 )

Prepaid/in-transit inventory

(211,892 )

1,127,179

Prepaid expenses and other current assets

(381,116 )

(114,387 )

Deposits

—

(4,545 )

Accounts payable

(54,697 )

337,260

Customer deposits

56,238

219

Accrued expenses and other current liabilities

(12,236 )

62,926

Right-of-use assets and lease liabilities

(5,364 )

1,597

Suspended liability

—

(500,000 )

Net cash used in operating activities

(2,607,153 )

(1,629,896 )

Cash flows from investing activities

Net proceeds from sale of property and equipment

—

4,250

Net cash provided by investing activities

—

4,250

Cash flows from financing activities

Principal payments on long-term debt

(41,062 )

(16,556 )

Net proceeds from issuance of common stock

1,219,467

1,779,557

Net cash provided by financing activities

1,178,405

1,763,001

Net change in cash and cash equivalents

(1,428,748 )

137,355

Cash and cash equivalents, beginning

2,969,096

547,565

Cash and cash equivalents, ending

$ 1,540,348

$ 684,920

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 8,807

$ 9,783

Cash paid for franchise taxes

$ 176

$ —

Non-cash financing activities:

Acquisition/modification of operating lease right-of-use asset and lease liability

—

198,216

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Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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