Form 8-K

8-K — Expion360 Inc.

Accession: 0001903596-26-000228

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001894954

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xpon_8k.htm (Primary)

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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): May 15, 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 May 15, 2026, Expion360

Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 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 May 15, 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:

May 15, 2026

By:

/s/

Shawna Bowin

Name:

Shawna

Bowin

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit

99.1

Expion360

Reports First Quarter 2026 Financial and Operational Results

Upcoming

Launch of Next Generation Products to Expand Market Opportunities

REDMOND, OR –

May 18, 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 first

quarter ended March 31, 2026.

First Quarter

2026 Financial and Operational Highlights

● Net

sales for the three months ended March 31, 2026 totaled $1.6 million, a 24% decrease compared

to $2.0 million for the same period in 2025.

● Gross

profit for the three months ended March 31, 2026 totaled $0.4 million, a 21% decrease compared

to $0.5 million for the same period in 2025.

● Net

cash used in operations for the three months ended March 31, 2026 was $1.1 million, compared

to $1.2 million for the same period in 2025.

● Cash

and cash equivalents totaled $3.1 million as of March 31, 2026, compared to $3.0 million

as of December 31, 2025.

● Working

capital was $5.6 million as of March 31, 2026, compared to $6.0 million as of December 31,

2025.

● Stockholders’

equity totaled $6.0 million as of March 31, 2026, compared to $6.5 million as of December

31, 2025.

● Entered

into a strategic partnership related to the launch of the DASGen Hybrid Energy Storage System,

an energy storage solution intended for use on construction and industrial job sites, marking

Expion360’s entry into the industrial market.

● Announced

the upcoming release of three next-generation battery models, with commercial availability

expected in the second half of 2026.

Management Commentary

"The first quarter

of 2026 was underscored by ongoing progress for our technology roadmap and diversifying our portfolio into strategic adjacent verticals

including construction and industrial markets,” said Joseph Hammer, Chief Executive Officer and Chairman of the Board of Directors

of Expion360. “First quarter sales were impacted by the strategic decision to discontinue resale of certain low-margin accessories

in order to increase our profit margins. Also, certain OEM customers entered the period carrying elevated battery inventory levels built

up through year-end, which tempered order volume in the quarter. We anticipate demand from these customers to normalize in the second

quarter of 2026 and beyond as their inventories return to standard operating levels. We continue to position the Company toward the achievement

of increased market share and revenue growth with new products and technologies, OEM market penetration, and expanded reach through new

partnerships.

“We are highly

focused on scaling our technology, including the upcoming introduction of three next-generation lithium battery models for the industrial

market, a key strategic target for our expansion into adjacent verticals. With commercial availability expected in the second half of

2026, the new models build upon our established reputation in the

RV and marine sectors. They are designed to meet the increasing demand for higher-energy-density, fully-featured battery systems within

commercial and industrial sectors. We expect to provide these batteries at a lower cost than current equivalent models, while delivering

superior capacity and enhanced performance. Additionally, updated battery designs are intended to optimize our internal cost structures

and margins which we expect will enable product development reinvestment.

“During the

quarter we partnered with Dealer Accessory Supply to introduce the DASGen Hybrid Energy Storage System, an energy solution engineered

for use at construction and industrial job sites. Utilizing Expion360 battery technology, the system functions as an energy buffer between

diesel generators and jobsite electrical loads. By storing and deploying power based on real-time load requirements, the system can reduce

generator runtimes and increase efficiency, depending on specific site conditions and usage patterns. Following successful performance

at test sites and early interest from major construction firms, we are preparing to offer this system to the market through our commercial

sales organization.

“We expect

the future development of our technology roadmap will involve the diversification of our portfolio and the exploration of new revenue

streams. We are focused on higher-density lithium-ion and LiFePO4 chemistries, modular platforms, and enhanced battery management systems

aimed at improving safety, longevity, and overall cost efficiency for mobile and off-grid applications. We are also developing specialized

energy storage solutions for surveillance and monitoring use cases. Our research and development efforts remain concentrated on next-generation

storage technologies that support scalable manufacturing, improved energy density and lower costs. To strengthen our vertical integration,

we may also explore selective partnerships or acquisitions in energy management and power electronics.

“Looking ahead,

we are pursuing opportunities within the construction and industrial sectors for our three new next-generation lithium battery models.

Our near-term objectives include continuing OEM market penetration and expanding our reach through new partnerships. New products are

under development, including new battery form factors and features tailored to specific OEM requirements. We remain committed to innovation,

disciplined margin improvement, and steady growth across our end markets,” concluded Mr. Hammer.

First Quarter

2026 Financial Summary

Net sales in the

first quarter of 2026 totaled $1.6 million, a decrease of 24% from $2.0 million in the prior year period. The decrease in net sales was

primarily attributable to discontinuing sales of certain low-margin accessories. In addition, certain OEM customers entered 2026 carrying

elevated battery inventory levels, which is expected to normalize in the second quarter of 2026 and beyond.

Gross profit in the

first quarter of 2026 totaled $0.4 million, or 25% as a percentage of net sales, compared to gross profit of $0.5 million, or 24% as

a percentage of net sales, in the prior year period. The decrease in gross profits was primarily attributable to the decrease in net

sales, although gross profit as a percentage of net sales increased due to discontinuing sales of low-margin items.

Selling, general,

and administrative expenses were $2.2 million in the first quarter of 2026, an increase of 31% from $1.6 million in the first quarter

of 2025. The increase was primarily due to increases in legal and professional fees and salaries and benefits.

Net loss in the first

quarter of 2026 totaled $1.8 million, compared to $1.2 million in the first quarter of 2025. The change was primarily the result of higher

selling, general, and administrative expenses as well as lower net sales.

Cash and cash equivalents

totaled $3.1 million as of March 31, 2026, compared to $3.0 million as of December 31, 2025, an increase of $0.1 million, or 3%. Working

capital was $5.6 million as of March 31, 2026, compared to $6.0 million as of December 31, 2025, a decrease of $0.4 million, or 7%. Stockholders’

equity totaled $6.0 million as of March 31, 2026, compared to $6.5 million as of December 31, 2025, a decrease of $0.5 million, or 7%.

Net cash used in

operating activities for the three months ended March 31, 2026 decreased 8% to $1.1 million from $1.2 million in the prior year period.

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 Company’s anticipated timing of commercial availability of its products, the

expected demand for its products, the Company’s ability to execute on its growth strategy and initiatives, the Company’s

ability to expand its product portfolio and introduce new technologies, and the Company’s expectations for product features and

capabilities and market opportunity. 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 March 31, 2026 (Unaudited)

As of December 31, 2025

Assets

Current Assets

Cash and cash equivalents

$ 3,056,538

$ 2,969,096

Accounts receivable, net

616,448

718,964

Inventory

2,433,581

2,858,780

Prepaid/in-transit inventory

174,362

318,440

Prepaid expenses and other current assets

326,353

179,645

Total current assets

6,607,282

7,044,925

Property and equipment

807,083

Accumulated depreciation

(503,774 )

(478,861 )

Property and equipment, net

303,309

328,222

Other Assets

Operating leases – right-of-use asset

587,672

666,199

Deposits

32,016

Total other assets

619,688

698,215

Total assets

$ 7,530,279

$ 8,071,362

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

$ 419,599

$ 403,792

Customer deposits

1,042

2,978

Accrued expenses and other current liabilities

241,448

221,863

Current portion of operating lease liability

332,410

337,246

Current portion of long-term debt

31,572

31,058

Total current liabilities

1,026,071

996,937

Long-term debt, net of current portion and discount

158,106

166,187

Operating lease liability, net of current portion

296,503

372,478

Total liabilities

1,480,680

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; 200,000,000 shares authorized; 11,438,298 and 9,781,739 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

11,438

9,782

Additional paid-in capital

48,610,756

47,336,405

Accumulated deficit

(42,572,595 )

(40,810,427 )

Total stockholders’ equity

6,049,599

6,535,760

Total liabilities and stockholders’ equity

$ 7,530,279

$ 8,071,362

EXPION360 INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Three Months Ended March 31,

2026

2025

Net sales

$ 1,565,847

$ 2,049,331

Cost of sales

1,169,771

1,547,764

Gross profit

396,076

501,567

Selling, general and administrative

2,166,985

1,649,435

Loss from operations

(1,770,909 )

(1,147,868 )

Other (income) / expense:

Interest income

(14,316 )

(1 )

Interest expense

5,519

5,668

Gain on sale of property and equipment

—

(1,625 )

Other expense

Total other (income) / expense

(8,767 )

4,092

Loss before taxes

(1,762,142 )

(1,151,960 )

Franchise taxes

Net loss

$ (1,762,168 )

$ (1,151,998 )

Net loss per share (basic and diluted)

$ (0.17 )

$ (0.37 )

Weighted-average number of common shares outstanding

10,459,784

3,109,522

EXPION360 INC.

STATEMENTS OF CASH

FLOWS (UNAUDITED)

For the Three Months Ended March 31,

2026

2025

Cash flows from operating activities

Net loss

$ (1,762,168 )

$ (1,151,998 )

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

Depreciation

24,913

34,028

Gain on sale of property and equipment

—

(1,625 )

Stock-based compensation

53,190

50,721

Valuation of inventory

(74,443 )

—

Allowance for doubtful accounts

7,626

—

Changes in operating assets and liabilities:

Accounts receivable

94,890

20,397

Inventory

499,642

(1,204,572 )

Prepaid/in-transit inventory

144,078

1,463,145

Prepaid expenses and other current assets

(146,708 )

28,088

Deposits

—

2,000

Accounts payable

15,807

29,366

Customer deposits

(1,936 )

(6,554 )

Accrued expenses and other current liabilities

19,585

9,410

Right-of-use assets and lease liabilities

(2,284 )

(1,340 )

Suspended liability

—

(500,000 )

Net cash used in operating activities

(1,127,808 )

(1,228,934 )

Cash flows from investing activities

Net proceeds from sale of property and equipment

—

2,750

Net cash provided by investing activities

—

2,750

Cash flows from financing activities

Principal payments on long-term debt

(7,567 )

(8,331 )

Net proceeds from issuance of common stock

1,222,817

1,779,557

Net cash provided by financing activities

1,215,250

1,771,226

Net change in cash and cash equivalents

87,442

545,042

Cash and cash equivalents, beginning

2,969,096

547,565

Cash and cash equivalents, ending

$ 3,056,538

$ 1,092,607

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 5,573

$ 6,001

Cash paid for franchise taxes

$ 176

$ —

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+ 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:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration