Expion360 Inc 2025年度报告

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 registered 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 any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ 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 than 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 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 to 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 and Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the OriginalReport and does not purport to reflect any information or events subsequent to the Original Filing Date. As such, this Amendment No.1 speaks only as of the Original Filing Date and we have not undertaken herein to amend, supplement or update any informationcontained in the Original Report to give effect to any subsequent events. Among other things, forward-looking statements made in theOriginal Report have not been revised to reflect events, results or developments that occurred or facts that became known to us after TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements Part III Item 10. Directors, Executive Officers and Corporate Governance6Item 11. Executive Compensation10 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Amendment No. 1 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, asamended (the “Securities Act”), and Section 21E of the Exchange Act. All statements in this Amendment No. 1, other than statementsof historical fact, are “forward-looking statements” for purposes of these provisions, including, without limitation, any projectionsregarding the markets where we operate, any statements of the plans and objectives of our management for future operations, anystatements concerning proposed new products or services, any statements regarding expected capital expenditures, any statementsregarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. Allforward-looking statements included in this Amendment No. 1 are made as of the date hereof and are based on information available tous