Expion360 Inc.

Current report

We face risks associated with pursuing strategic acquisitions and divestitures, and our failure to successfully integrate any acquired business or product could have a material adverse effect on our results of operations and financial position.

Current report

As part of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into complementary product categories and markets, or to acquire new technologies, intellectual property, or other assets. Our ability to do so depends on our ability to identify and successfully pursue suitable acquisition opportunities. Such acquisitions involve numerous risks, challenges, and uncertainties, including the potential to:

Current report

Additionally, we may not be able to successfully integrate the assets or operations of any acquired businesses into our operations, or to achieve the expected benefits of any acquisitions. Following an acquisition, we may also face cannibalization of existing product sales by our newly acquired products, unless we adequately integrate new products with our existing products, aggressively target different consumers for our newly acquired products and increase our overall market share. The failure to successfully integrate any acquired business or products in the future could have a material adverse effect on our results of operations and financial position.

Current report

Further, we may be required to issue equity securities to finance an acquisition, which would be dilutive to our stockholders, and the equity securities may have rights or preferences senior to those of our existing stockholders. If we incur indebtedness to finance an acquisition, it will result in debt service costs, and we may be subject to covenants restricting our operations or liens encumbering our assets.

Current report

We may in the future consider divesting all or portions of our businesses or product lines. Divestitures involve risks, including difficulties in the separation of operations, products and personnel, diverting management and employee time and attention away from other aspects of our business, separating personnel and financial and other systems, impairments, and adversely affecting relationships with existing suppliers and customers. In addition, divestitures may result in the retention of uncertain contingent liabilities related to the divested business and significant asset impairment charges, including those related to goodwill and other intangible assets, and the loss of revenue which could have a material adverse effect on our financial condition and results of operations.

Current report

The process of completing any acquisitions or divestitures may be time-consuming, involve significant costs and expenses, and may not yield a benefit if the transactions are not completed successfully. In situations where acquisitions or divestitures are not successfully implemented or completed, or the expected benefits of such acquisitions or divestitures are not otherwise realized, our business or financial results could be negatively impacted.

Previous report

We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning could adversely affect our business.

Previous report

Our success depends in part on our ability to attract, retain, and motivate senior management and other key employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our compensation programs. Competition for qualified personnel can be intense. We must continue to recruit, retain, and motivate senior management and other key employees sufficient to maintain our current business and support our future projects.

Previous report

We have experienced recent transitions in our leadership team. In April 2025, we appointed Carson Heagen as our Chief Operating Officer, and in September 2025, we appointed Shawna Bowin as our Chief Financial Officer. In October 2025, Brian Schaffner, our Chief Executive Officer, and Paul Shoun, our President and Chairman of the Board, each resigned. Following these resignations, the Board appointed Joseph Hammer as our new Chief Executive Officer and Chairman of the Board. Leadership transitions of this nature can create uncertainty, disrupt operations, and challenge continuity in our strategic direction or impact our ability to maintain relationships with customers and business partners or retain key employees. Although we believe our leadership team brings valuable experience and skills, there can be no assurance our transition efforts will be successful or that our new leaders will achieve our strategic, operational, or financial objectives. If we are unsuccessful in our succession planning or integration efforts, or if we experience additional unanticipated departures among senior management or other key employees, investor confidence and our results of operations could be adversely affected.

Previous report — wording carried elsewhere

Except as set forth below, during the three months ended September 30, 2025, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors” of our Annual Report.