Solidion Technology (NASDAQ: STI) Remains Firm on Flux Power (NASDAQ: FLUX) Below Market Offer in Response to Flux Board Rejection

The proposal remains non-binding, with any transaction dependent on due diligence, financing considerations and required approvals.

Rhea-AI Summary

Solidion Technology (NASDAQ: STI) reaffirmed its acquisition proposal for Flux Power after Flux Power's board rejected the previously announced bid.

Solidion considers the proposal best and final and said it has no intention of increasing its offer at this time. The company plans to pursue other acquisition prospects in parallel with Flux Power.

The proposal is not legally binding. A binding obligation to proceed would require a fully executed definitive written acquisition agreement. Any proposed transaction would depend on due diligence, financing considerations, required approvals and applicable legal and regulatory requirements.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Minor point. Forward-looking: it has not happened yet and may not happen.Other acquisition prospects remain part of Solidion's plans alongside its pursuit of Flux Power.

Negative

• Moderate pointFlux Power's board rejected Solidion's previously announced acquisition proposal.
• Moderate pointNon-binding proposal requires a fully executed definitive written acquisition agreement before any binding obligation to proceed.
• Minor point. Forward-looking: it has not happened yet and may not happen.Due diligence, financing considerations and required approvals remain conditions for any proposed transaction.

News Explained

Solidion’s added rationale is that Flux needs at least $10 million in fresh capital to meet its stated objectives, and that acquisition by a stronger company is the only route to do so without substantial dilution; the release presents these as Solidion’s views, not established transaction terms.

Key Figures

Fresh capital requirement: $10 million Minimum bid price: $1.00 Below-threshold period: 30 consecutive business days +2 more

Fresh capital requirement

$10 million

Solidion's stated minimum for Flux Power

Minimum bid price

$1.00

NASDAQ threshold cited in the notice to Flux Power

Below-threshold period

30 consecutive business days

Period cited before Flux Power received the NASDAQ notice

Initial compliance period

180 days

Initial period to regain NASDAQ compliance

Post-split price decline

20-40%

Historical decline cited as a risk if a reverse stock split is needed

Historical Context

1 past event · Latest: Oct 02

1 event

1. Oct 02

   Acquisition rejection

   24h Move

   -13.8%

   Flux rejected Solidion’s non-binding proposal after board review, citing undervaluation and shareholder interests.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

equity lines of credit, reverse stock split, going concern, proxy statement

4 terms

equity lines of credit financial

"Private placements, equity lines of credit or other highly dilutive capital facilities"

A financing arrangement in which a public company has the right to raise cash over time by selling newly issued shares to a counterparty (or to the market through that counterparty) up to a preset maximum amount. Typical equity lines set a ceiling on proceeds, a prescribed method for pricing each sale (for example a formula tied to recent market prices or periodic discounts), and contractual terms such as drawdown windows, registration and blackout periods, and fees. Distinction: an equity line is not a loan—it provides capital by issuing equity and therefore dilutes existing shareholders and depends on the company’s ability to sell shares at prevailing market prices or under the agreed pricing formula.

reverse stock split financial

"in the event that a reverse stock split becomes necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

going concern financial

"Flux's ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

proxy statement regulatory

"a substitute for any proxy statement, registration statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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Sees no Basis to Increase Its Offer as Flux Power Continues to Face Highly Dilutive Financing Requirements, Regulatory Issues, and Default Risk

DALLAS, Oct. 5, 2026 /PRNewswire/ -- Solidion Technology, Inc. (NASDAQ: STI) ("Solidion Technology" or "the Company"), an advanced battery technology solutions provider, today responded to the decision of the Board of Directors of Flux Power Holding, Inc. (NASDAQ: FLUX) ("Flux Power" or "Flux") to reject Solidion's previously announced acquisition proposal. Solidion considers its bid to be best and final.

"Solidion strongly disagrees with the Flux Power Board's assertion that its proposal 'significantly undervalues' the company," said Jaymes Winters, Chairman and CEO of Solidion Technology. "This offer takes into account the capital and execution required to stabilize the business, and Solidion has no intention of increasing its offer at this time."

Winters continues, "Solidion is and always will be an opportunistic acquirer of companies it believes will complement and amplify its existing technology. In doing so, we will be resolute custodians of our shareholder value and not seek opportunities that are overpriced, beyond repair or not related to Solidion's growth strategy. We will continue to pursue other prospects in parallel with FLUX."

In Solidion's opinion:

1. Flux Power still faces an immediate need for capital, resulting in highly discounted equity issuance: Private placements, equity lines of credit or other highly dilutive capital facilities used in this distressed manner (which may have been utilized on 10/02/2026) will only accelerate the loss of shareholder value. If the Board believes that its strategy offers greater shareholder value, Solidion believes that shareholders deserve to know how much additional capital will be required, where it will come from, and what it could cost existing shareholders.
2. In order to meet their stated objectives, Flux Power requires, at minimum, $10 million in fresh capital: In order to achieve this without substantial shareholder dilution, the only alternative financing path is an acquisition of Flux by a stronger company.
3. Flux Power continues to face NASDAQ listing pressure: On July 24, 2026, Flux Power received notice from NASDAQ that its common stock had closed below the $1.00 minimum bid price for 30 consecutive business days, providing an initial 180-day period to regain compliance. Additionally, in the event that a reverse stock split becomes necessary, the post-stock split decay risk has historically resulted in a 20-40% decline in the price per share.
4. Changing macroeconomic winds remain a significant risk: Flux Power's expectations for easing headwinds overlook continued uncertainty in the macroeconomic environment, particularly with regard to the significant tariff exposure facing its supply chain. In order to overcome these challenges, a company with a strong balance sheet is far better suited to weather macroeconomic uncertainties.

Solidion believes that Flux Power shareholders should be given the transparency and information necessary to make an informed assessment of the condition of Flux's ability to continue as a going concern, and deserve a clear choice between an acquisition that provides a large degree of certainty or continuing to fund a turnaround whose ultimate cost, dilution, and outcome remain critically uncertain.

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, including UPS systems serving the artificial intelligence (AI) data center market and electric vehicles for ground, aerospace, and sea transportation. Solidion holds a portfolio of over 385 patents, covering innovations such as high-capacity, silane gas free 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.

Important Information Regarding the Proposed Transaction

Solidion has expressed its interest in pursuing a potential acquisition of Flux Power Holdings, Inc. No assurance can be given that a definitive agreement will be entered into or that any transaction will ultimately be commenced or consummated. This is not a legally binding obligation, offer, or commitment by either party. No past, present, or future expression of intent, proposal, discussion, or course of conduct shall give rise to any legally binding contract or obligation to proceed with or close the proposed transaction unless and until a definitive written acquisition agreement has been fully executed. Any proposed transaction would be subject to applicable legal and regulatory requirements, the completion of due diligence, financing considerations, required approvals and other customary conditions.

This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. Additionally, this communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Solidion has made for a business combination transaction with  Flux. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document the parties may file with the SEC in connection with the proposed transaction.  This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If and when a transaction is commenced, Solidion expects to file applicable materials with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read such materials carefully and in their entirety when and if they become available because they will contain important information.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Will Solidion Technology increase its offer for Flux Power?

Solidion considers its proposal best and final and said it has no intention of increasing the offer at this time.

Is Solidion Technology's proposed acquisition of Flux Power legally binding?

The acquisition proposal is not legally binding. A binding obligation to proceed would require a fully executed definitive written acquisition agreement. Any proposed transaction would also be subject to due diligence, financing considerations, required approvals and applicable legal and regulatory requirements.