Solidion Technology Eliminates 3.4 Million Warrants and Derivative Liabilities in Strategic Financing Restructuring

Rhea-AI Summary

Solidion Technology (Nasdaq: STI) announced a restructuring on Oct. 8, 2025 that cancels all Series C and D pre-funded warrants tied to an August 30, 2024 financing, eliminating up to 3.4 million potential warrants. The company says this move removes a major source of dilution and will simplify reporting while positioning Solidion to work with a large strategic investor.

Key quantified effects include the conversion of those warrants into common stock held at least 12 months by Madison Bond LLC and Bayside Project LLC, and elimination of approximately $10 million in derivative liabilities, which the company says strengthens shareholder equity.

Positive

• Cancellation of up to 3.4 million pre-funded warrants
• Elimination of approximately $10 million in derivative liabilities
• Madison Bond and Bayside Project committed to hold converted shares for 12 months

Negative

• Immediate increase in outstanding shares by 3.4 million due to conversion
• Outcome and timing of engagement with the large strategic investor remain unspecified

Insights

Corporate Finance Analyst

Eliminates up to 3.4 million warrants and removes about $10 million of derivative liabilities, tightening capitalization and reducing dilution risk.

The cancellation and conversion of all Series C and D pre‑funded warrants into common stock strengthens the capital structure by removing a contingent claim on equity and by eliminating roughly $10 million in derivative liabilities. Converting the full allocation into common shares and the investors' commitment to hold for at least 12 months replaces an overhang of potential short‑term dilution with permanent equity, simplifying reporting and improving reported shareholder equity metrics.

Key dependencies and risks include the exact share count issued on conversion and the absence of other undisclosed dilutive instruments; these determine immediate dilution and EPS dilution effects. The announcement ties the change to enabling a future large strategic investor, so watch for any subsequent financing terms that could reintroduce dilution or new liabilities.

Monitor the finalized share issuance details and updated balance sheet in the next SEC filing or quarterly report over the coming 3–6 months, and check whether the company records any tax, accounting, or cash considerations related to the derivative liability elimination in that period.

Long-term investors Madison Bond LLC and Bayside Project LLC convert entire 3.4 million Pre-Funded Warrants into common stock to be held for at least one year,  strengthening Solidion's balance sheet and shareholder alignment.

DALLAS, Oct. 8, 2025 /PRNewswire/ -- Solidion Technology Inc. ("Solidion" or the "Company") (Nasdaq: STI), an advanced battery technology solutions provider, announces a comprehensive restructuring of its previous $4 million equity financing announced on August 30, 2024. This strategic restructuring eliminates potential dilution of up to 3.4 million Pre-Funded Warrants, which the Company believes will significantly enhance shareholder value and position the Company to move forward with a large strategic investor that is vested in the long term vision of the company.

KEY HIGHLIGHTS OF THE EQUITY FINANCING RESTRUCTURING

• Warrant Elimination: All Series C and D warrants associated with the August equity financing are cancelled, removing a major source of potential dilution of up to 3.4 million Pre-Funded Warrants.
• Balance Sheet Strengthening: Approximately $10 million in derivative liabilities eliminated, increasing shareholder equity and simplifying financial reporting.
• Long-Term Investor Commitment: Madison Bond LLC and Bayside Project LLC will  convert the entire warrant allocation to common stock, committing to hold for at least 12 months.
• Future Financing Flexibility: The transaction eliminates the reliance on future Pre-Funded Warrant financings or other types of overly dilutive structures which could negatively impact Solidion's stock price.

"As we move further towards commercialization with large scale customers, it is of the utmost importance to have a partner that's in it for the long haul," said Jaymes Winters, CEO of Solidion Technology. "This restructuring will put Solidion in a much better position to enhance shareholder value."

Jessica Pierson, spokesperson for both Madison Bond and Bayside Project issued the following statement: " This is an outstanding opportunity for Madison Bond and Bayside Project to align with a company whose technology stands at the forefront of the energy revolution. We believe Solidion's innovations in advanced battery materials are setting new industry benchmarks and have the potential to redefine performance, safety, and scalability across multiple sectors. The decision to retire all short-term warrants and convert into long-term equity reflects our conviction that Solidion's value will be realized over time as commercialization expands and industry partnerships deepen. We are not just investors — we're partners in building the future of energy storage. We see this as a multi-year growth story, backed by a management team with the vision and discipline to execute at scale."

About Solidion Technology, Inc.

Headquartered in Dallas, Texas with pilot production facilities in Dayton, Ohio, Solidion's (NASDAQ: STI) core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems and electric vehicles for ground, air, and sea transportation. Solidion holds a portfolio of over 525 patents, covering innovations such as high-capacity, non-silane gas and graphene-enabled silicon anodes, biomass-based graphite, advanced lithium-sulfur and lithium-metal technologies.

For more information, please visit www.solidiontech.com or contact Investor Relations.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc., (NASDAQ: STI) (the "Company," "Solidion," "we," "our" or "us") desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "forecasts" "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

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SOURCE Solidion Technology, Inc.

FAQ

What did Solidion (STI) announce on October 8, 2025 about warrants?

Solidion announced cancellation of Series C and D warrants and conversion of up to 3.4 million pre-funded warrants into common stock.

How much in derivative liabilities did Solidion (STI) eliminate in the restructuring?

The restructuring eliminated approximately $10 million in derivative liabilities, the company said.

Who converted warrants to common stock for Solidion (STI) and how long will they hold shares?

Madison Bond LLC and Bayside Project LLC converted their warrant allocations and committed to hold the shares for at least 12 months.

Does Solidion's (STI) restructuring remove future dilution risk from warrant financings?

The company said the transaction removes reliance on future pre-funded warrant financings and similar dilutive structures.

Will the warrant conversion increase Solidion's (STI) outstanding share count?

Yes; converting up to 3.4 million pre-funded warrants into common stock increases outstanding shares immediately.

How does the restructuring affect Solidion's (STI) ability to attract a strategic investor?

The company stated the restructuring positions Solidion to move forward with a large strategic investor, though specific terms and timing were not disclosed.