This is a purely administrative filing — no financial restatement or material event. The governance changes (new CEO/CFO/COO appointed in 2025, co-founder severance) were already disclosed in prior 8-Ks. Monitor the next 10-Q for any signs of financial deterioration given the $8M market cap and heavy severance/compensation costs relative to size.
Price Chart
Executive Summary
Expion360 filed Amendment No. 1 to its 2025 Form 10-K solely to add Part III information (directors, executive compensation, security ownership, related transactions, and auditor fees) that was omitted from the original March 17, 2026 filing because the company will not file a proxy statement within 120 days of fiscal year-end. The amendment does not restate financials, correct errors, or update any other disclosures — it is an administrative catch-up filing for governance and compensation details.
Key Facts
- Amendment adds Items 10-14 (directors, executive compensation, beneficial ownership, related-party transactions, auditor fees) that were omitted from the original 10-K filed March 17, 2026
- No financial restatement, no error correction, no going concern update, no change to auditor (M&K CPAS PLLC remains auditor)
- CEO Joseph Hammer (appointed Oct 2025) received $68,750 salary in 2025; no equity awards; annual base salary set at $330,000
- Former CEO Brian Schaffner received total compensation of $1,299,084 in 2025, including $564,800 severance and $96,361 tax gross-up
- Former President Paul Shoun received total compensation of $1,345,418 in 2025, including $564,800 severance and $145,176 tax gross-up
- Pioneer Capital Anstalt (advised by CEO Hammer) beneficially owns 5.03% of outstanding common stock as of April 29, 2026
- Total audit fees for FY2025 were $135,842, up from $122,074 in FY2024
- 11,438,298 shares outstanding as of April 29, 2026; market cap ~$8M
Financial Impact
No new financial data; amendment adds governance/compensation disclosures only. Audit fees increased ~11% YoY to $135,842.
Risk Factors
- No proxy statement filed within 120 days of year-end suggests potential governance or liquidity constraints
- Heavy severance payments ($1.13M combined to Schaffner and Shoun) relative to $8M market cap strain cash
- CEO Hammer's compensation structure ($330K base, no equity yet) and his role as advisor to 5% holder Pioneer Capital create potential related-party dynamics
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001903596-26-000185 |
| Exhibit: ex31_3.htm | 0001903596-26-000185 |
| Exhibit: ex31_4.htm | 0001903596-26-000185 |
| Document: 0001903596-26-000185-index-headers.html | 0001903596-26-000185 |
| Document: 0001903596-26-000185-index.html | 0001903596-26-000185 |
| Document: 0001903596-26-000185.txt | 0001903596-26-000185 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 2d ago | S-3 | $3.96 | awaiting T+20 | — | $3.57 (+9.85%) |
Oct 23, 2026 3d ago | 8-K | $3.98 | awaiting T+20 | — | $3.57 (+10.30%) |
Sep 18, 2026 5w ago | DEFA14A | $4.85 $3.76 | ▲ +22.47% | ▲ +21.57% | $3.57 (+26.39%) |
Sep 18, 2026 5w ago | DEFA14A | $4.85 $3.76 | ▲ +22.47% | ▲ +21.57% | $3.57 (+26.39%) |
Sep 18, 2026 5w ago | DEF 14A | $4.65 $3.85 | ▲ +17.20% | ▲ +17.41% | $3.57 (+23.23%) |
Aug 31, 2026 7w ago | 3 | $6.17 $4.58 | ▼ −25.77% | ▼ −26.95% | $3.57 (−42.14%) |
Aug 31, 2026 8w ago | 8-K | $7.01 $4.55 | ▼ −35.09% | ▼ −34.91% | $3.57 (−49.07%) |
Aug 24, 2026 9w ago | 8-K | $6.20 $5.30 | ▲ +14.52% | ▲ +15.83% | $3.57 (+42.42%) |
Aug 7, 2026 11w ago | Press Release | $3.55 $5.73 | ▲ +61.39% | ▲ +62.30% | $3.57 (+0.56%) |
May 15, 2026 23w ago | 8-K | $6.47 $5.64 | ▲ +12.80% | ▲ +14.38% | $3.57 (+44.81%) |
US Market Status
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