Expion360 Inc.

From time to time, we may become subject to legal claims, regulatory matters and contingencies in the ordinary course of our business. Except as set forth below, we are not currently party to any pending legal claims, regulatory matters or contingencies that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, liquidity or prospects.

On July 1, 2025, we received a staff determination (the “Staff Determination”) from the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of its common stock had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) for the prior 30 consecutive business days (the “Minimum Bid Price Requirement”) and the Staff had determined to delist its securities from The Nasdaq Capital Market (the “Staff Determination”). We timely requested and were granted an appeal hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, staying the delisting of our common stock pending the Panel’s decision. As of August 12, 2025, the common stock had closed above $1.00 per share for more than ten consecutive trading days. As a result, on August 13, 2025, we received a letter from the Nasdaq Office of General Counsel advising that we had regained compliance with the Minimum Bid Price Requirement, and that we were therefore in compliance with Nasdaq’s listing requirements. Consequently, the appeal hearing was cancelled.

On August 20, 2025, we received a notification letter (the “Notice”) from the Staff notifying us that the stockholders’ equity balance reported in the Quarterly Report for the three months ended June 30, 2025 was below the $2.5 million required minimum for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1). The Notice also provided that we had 45 calendar days to submit a plan to regain compliance. Following the Warrant Adjustments and subsequent warrant exercises, our stockholders’ equity balance increased above the required threshold. On September 17, 2025, we received a letter from the Nasdaq Listing Qualifications department confirming our regained compliance with the listing rule and that we were therefore in compliance with Nasdaq’s listing requirements.