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): October
16, 2025 Expion360
Inc. (Exact
name of registrant as specified in its charter) Nevada 001-41347 81-2701049 (State
    or other jurisdiction of (Commission (I.R.S.
    Employer incorporation
    or organization) File
    Number) 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 [X] 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 1.01. Entry into a Material Definitive Agreement. Execution of Securities
Purchase Agreement and Pre-Funded Warrant On October 16, 2025, Expion360
Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”)
with two institutional investors pursuant to which the Company agreed to sell in a private placement (the “ Private Placement ”)
an aggregate of (i) 613,077 shares (the “ Shares ”) of common stock, par value $0.001 per share, of the Company
(“ Common Stock ”); and (ii) a pre-funded warrant (the “ Pre-Funded Warrant ”) to purchase
up to 144,498 shares of Common Stock (the “ Pre-Funded Warrant Shares ” and, collectively with the Shares and
the Pre-Funded Warrant, the “ Securities ”). The offering price per Share was $1.65 and the offering price per
Pre-Funded Warrant Share was $1.6499. The Purchase Agreement contains customary representations
and warranties, covenants, indemnification rights, conditions to closing and termination provisions. The Private Placement closed on October
16, 2025. The Pre-Funded Warrant is
exercisable immediately upon issuance for cash or on a cashless basis at the discretion of the holder. The exercise price of the Pre-Funded
Warrant is $0.001 per Share. The number of Pre-Funded Warrant Shares that may be issuable is subject to adjustment for stock splits, recapitalizations,
and reorganizations. The Pre-Funded Warrant does not have any voting rights, but does have the right to participate in any dividends or
distributions made by the Company. The Company received net proceeds of approximately
$1.1 million from the Private Placement after deducting estimated offering expenses payable by the Company. The Company expects
to use the net proceeds from the offering to pay certain severance obligations to former executive officers as discussed below,
and for working capital and other general corporate purposes. The issuance of the Securities was made pursuant to
the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”),
provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. The foregoing descriptions of the terms and conditions
of the Purchase Agreement, Shares, Pre-Funded Warrant, and Pre-Funded Warrant Shares do not purport to be complete and are qualified in
their entirety by the forms of the Purchase Agreement and Pre-Funded Warrant, which are attached hereto as Exhibit 10.1 and Exhibit 4.1,
respectively, and are incorporated by reference herein. Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 relating to
the Private Placement is incorporated by reference herein. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Brian Schaffner as Chief Executive
Officer On October 16, 2025 (the “ Resignation
Date ”), in connection with the closing of the Private Placement and pursuant to the Purchase Agreement, the board of directors
of the Company (the “ Board ”) accepted a letter from Brian Schaffner, Chief Executive Officer and a member of
the Board, in which he resigned from his position as Chief Executive Officer, effective immediately. Following the Resignation Date,
Mr. Schaffner is expected to continue serving as a member of the Board, and will receive compensation consistent with the terms of the
Company’s standard non-employee director compensation policy following the termination of the consulting period. In addition, the Company anticipates that Mr. Schaffner
will provide consulting services to the Company for the principal purpose of assisting in the orderly transition of his roles and responsibilities
as Chief Executive Officer. Mr. Schaffner and the Company entered into a severance agreement, consulting agreement and general release
(the “ Schaffner Severance Agreement ”), effective as of the Resignation Date, pursuant to which Mr. Schaffner
(i) has agreed to provide consulting services following the Resignation Date through January 31, 2026, subject to extension upon mutual
agreement of the Company and Mr. Schaffner, and (ii) is receiving a lump sum severance payment equal to 24 months of his base salary in
effect on the Resignation Date, as well as a grant of 100,000 restricted stock units (“ RSUs ”) pursuant to the
Company’s 2021 Incentive Award Plan (the “ 2021 Plan ”), which were vested in full on the Resignation Date.
The Schaffner Severance Agreement contains customary representations and warranties and covenants, as well as a general release in favor
of the Company. Mr. Schaffner’s resignation is not the result
of any disagreement with respect to the Company’s operations, policies, or practices. The foregoing description of the terms and conditions
of the Schaffner Severance Agreement does not purport to be complete and is qualified in its entirety by the Schaffner Severance Agreement,
which is attached hereto as Exhibit 10.2 and incorporated by reference herein. Resignation of Paul Shoun as President and Chairman
of the Board In addition, in connection with the closing of the
Private Placement and pursuant to the Purchase Agreement, the Board accepted a letter from Paul Shoun, President of the Company and Chairman
of the Board, in which he resigned from each of these positions, effective immediately, Mr. Shoun and the Company entered into a severance
agreement and general release (the “ Shoun Severance Agreement ”), effective as of the Resignation Date,
pursuant to which Mr. Shoun is receiving a lump sum severance payment equal to 24 months of his base salary in effect on the Resignation
Date, as well as a grant of 100,000 RSUs pursuant to the 2021 Plan, which were vested in full on the Resignation Date. The Shoun Severance
Agreement contains customary representations and warranties and covenants, as well as a general release in favor of the Company. Mr. Shoun’s resignation is not the result of
any disagreement with respect to the Company’s operations, policies, or practices. The foregoing description of the terms and conditions
of the Shoun Severance Agreement does not purport to be complete and is qualified in its entirety by the Shoun Severance Agreement, which
is attached hereto as Exhibit 10.3 and incorporated by reference herein. Appointment of Joseph Hammer as Chief Executive
Officer and Chairman of the Board On October 16, 2025, in connection with the closing
of the Private Placement and pursuant to the Purchase Agreement, the Board appointed Joseph Hammer as Chief Executive Officer and Chairman
of the Board, effective immediately upon Mr. Schaffner’s resignation. Mr. Hammer will serve as a member of the Board until the Company’s
annual meeting of stockholders to be held in 2026 or until his successor is duly elected and qualified, or his earlier death, resignation,
or removal. Mr. Hammer, age 46, has served as the Chief Investing
Officer at LHX Corp. (“ LHX ”), a family office service company for a single family, since February 2025 and,
prior to that, served as Chief Investing Officer of LH Financial since 2010. LHX evaluates investment opportunities in a wide variety
of asset classes including public companies, private companies, merger candidates, development stage companies, technology institutions,
startup incubators, and other ventures to determine if they fit within the framework of the family office’s investment criteria.
As the CIO, Mr. Hammer sources potential investments for the family office and provides continued guidance for many of the family’s
investments and mergers, and in particular, within the Middle East. In addition, Mr. Hammer originates numerous charitable endeavors and
relationships for LHX and the family, including organizations that foster education, family, and health across North America, Israel,
and elsewhere. Mr. Hammer has served as the Chairman of the Board of Trailblazer Merger Corporation I (Nasdaq: TBMC) since 2023. In addition,
since 2016, Mr. Hammer has served as a member of the Board of Directors of Gratitude Railroad LLC, a community of investors operating
an alternative investment platform, who are inspired and dedicated to solving environmental and social problems through the profitable
deployment of financial, intellectual, and human capital. Mr. Hammer is the founder of The JDH Foundation, a 501(c)3 charitable organization
he founded in 2020 that supports local and international charitable causes. He is also the Chairman of the Executive Committee of Chai
Lifeline, Inc., a health support network for children, families and communities impacted by serious illness or loss, and has served in
this role since September 2022. In connection with his appointment as Chief Executive
Officer, Mr. Hammer entered into an employment agreement with the Company (the “ Hammer Employment Agreement ”),
effective October 16, 2025. Pursuant to the terms of the Hammer Employment Agreement, Mr. Hammer will be an at-will employee after an
initial six-month term, and is entitled to an annual base salary of $330,000. Mr. Hammer is eligible for an annual cash incentive bonus
and equity awards to be granted by the Board (or Compensation Committee of the Board) in its discretion. In addition, Mr. Hammer is entitled
to participate in any retirement, paid time off, and health and welfare benefit plans, practices, policies and arrangements the Company
may offer. Mr. Hammer is also entitled to reimbursement for reasonable business and travel expenses incurred in connection with the performance
of his duties, including reimbursement of office expenses not to exceed $3,000 per month. The Hammer Employment Agreement provides for
the Company to indemnify and hold Mr. Hammer harmless from and against claims and expenses imposed on or asserted against Mr. Hammer that
arise out of or are related to his service as an officer or director of the Company. The Hammer Employment Agreement includes customary
representations and warranties and restrictive covenants, including a one-year non-competition provision, a one-year non-solicitation
and non-disparagement provision, and a confidentiality provision. Consistent with the Company’s standard non-employee director compensation
policy, Mr. Hammer will not be eligible to receive compensation for his role on the Board since he is an executive officer. The foregoing description of the terms and conditions
of the Hammer Employment Agreement does not purport to be complete and is qualified in its entirety by the Hammer Employment Agreement,
which is attached hereto as Exhibit 10.5 and incorporated by reference herein. There are no family relationships between Mr. Hammer
and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Except for
his employment relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships
involving Mr. Hammer that are required to be reported pursuant to Item 404(a) of Regulation S-K. The lead investor in the Private Placement is Pioneer
Capital Anstalt, which is advised by Mr. Hammer and LHX. Appointment of Scott Burell as an Independent Director On October 16, 2025, the Board took action, pursuant
to Article III, Section 3.2 of the Amended and Restated Bylaws, to increase the number of authorized directors from five to six. In connection with the closing of the Private Placement
and pursuant to the Purchase Agreement, the Board appointed Scott Burell as a member of the Board. Mr. Burell will serve as a member of
the Board until the Company’s annual meeting of stockholders to be held in 2026 or until his successor is duly elected and qualified
or his earlier death, resignation, or removal. Mr. Burell has been appointed to serve on the Compensation Committee effective immediately
upon his appointment. Mr. Burell is a seasoned healthcare finance executive
with over two decades of experience leading public life sciences companies through complex transactions and growth phases. Mr. Burell
currently serves as Chief Financial Officer of Trailblazer Merger Corporation I (Nasdaq: TBMC), a position he has held since April 2022.
Mr. Burell also currently serves as Chief Financial Officer of AIVITA Biomedical, Inc. (“ AIVITA ”), an immuno-oncology
company, a position he has held since 2018. Prior to joining AIVITA, from 2006 to 2017, Mr. Burell served as Chief Financial Officer of
CombiMatrix Corporation (Nasdaq: CBMX) through its successful acquisition by Invitae Corporation (NYSE: NVTA) in 2017. He has a proven
track record in leading public and private debt and equity financing transactions, corporate reorganizations, and complex merger and acquisition
activities. Mr. Burell has also served on several Boards of Directors, including Microbot Medical, Inc. (Nasdaq: MBOT), a medical device
company specializing in the researching, designing, developing and commercializing of transformational micro-robotics medical technologies,
since December 2016, and DIH Holding US, Inc., (Nasdaq: DHAI), a global provider of advanced robotic devices used in physical rehabilitation,
since August 2025. He holds Bachelor of Science in Accounting and Business Finance from Central Washington University and is a certified
public accountant. Mr. Burell will receive compensation for his role
on the Board and the Compensation Committee consistent with the Company’s standard non-employee director compensation policy. There
are no relationships involving Mr. Burell that are required to be reported pursuant to Item 404(a) of Regulation S-K. Item 9.01. Financial Statements and Exhibits. (d)        Exhibits. Exhibit Number Description 4.1 Form of Pre-Funded Warrant. 10.1* Form of Securities Purchase Agreement. 10.2 Severance Agreement, Consulting Agreement and General Release, entered into as of October 16, 2025, by and between the Company and Brian Schaffner. 10.3 Severance Agreement and General Release, entered into as of October 16, 2025, by and between the Company and Paul Shoun. 10.4* Employment Agreement, entered into as of October
    16, 2025, by and between the Company and Joseph Hammer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) __________ * Certain of the schedules (and similar attachments)
to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain
information material to an investment decision and that information is not otherwise disclosed in the exhibit or the disclosure document.
The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the Commission upon its request. 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:
    October 17, 2025 By: /s/
    Shawna Bowin Name: Shawna Bowin Title: Chief
     Financial Officer

Expion360's CEO Brian Schaffner and President and Chairman Paul Shoun resigned in mid-October 2025, with severance agreements in place, alongside a private placement of 613,077 shares plus pre-funded warrants at $1.65 per share that netted about $1.1 million. The leadership change and the use of proceeds for former-executive severance raise concerns about management continuity and the company's capital position.

On October 16, 2025, Brian Schaffner resigned as Chief Executive Officer and as a member of the Board of the Company, effective immediately, following the closing of a Private Placement under the Purchase Agreement. He will continue as a board member and provide consulting services to assist in the transition of his responsibilities. Schaffner will receive a severance payment equal to 24 months of his salary and 100,000 RSUs vested on his resignation date. Additionally, Paul Shoun resigned as President and Chairman of the Board, with a similar severance agreement in place. Both resignations are unrelated to any disagreements on Company operations. The strategic implications include potential leadership changes aligned with new financing initiatives.

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