Expion360 Inc 2025年度报告

(Mark One) OR Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sale price as reported by TheNasdaq Capital Market on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, wasapproximately $3.1 million. Shares of common stock beneficially owned by each executive officer, director and holder of more than10% of common stock have been excluded in that such persons may be deemed to be affiliates. As of April 29, 2026, there were 11,438,298 shares of the registrant’s common stock outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K of Expion360 Inc., aNevada corporation (“Expion360,” the “Company,” “we,” or “us”), for the fiscal year ended December 31, 2025 (the “OriginalReport”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026 (the “Original Filing Date”). Thesole purpose of this Amendment No. 1 is to include the information required by Items 10 through 14 of Part III of Form 10-K (the“Part III Information”) and to delete the disclosure regarding incorporation by reference on the cover page of the Original Report. The Part III Information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, whichpermits the information in the above referenced items to be incorporated in the Original Report by reference from our definitive proxystatement if such statement is filed no later than 120 days after the end of our fiscal year. We are filing this Amendment No. 1 toinclude the Part III Information in the Original Report because we will not file a definitive proxy statement containing suchinformation within 120 days after the end of the fiscal year covered by the Original Report. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the cover page andPart III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety. In addition, Item 15 of Part IV ofthe Original Report is hereby amended solely to include, as Exhibits 31.3 and 31.4, new certifications by our principal executiveofficer and principal financial officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002. Because this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and308 of Regulation S-K or include financial statements or other financial information, (i) paragraphs 3, 4, and 5 of the certificationshave been omitted, and (ii) no contemporaneously dated certifica