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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 16, 2026
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41323 |
|
87-1993879 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1900 N. Pearl Street, Suite 1750
Dallas, TX 75201
(Address of principal executive offices, including
zip code)
(972) 823-5800
Registrant’s telephone number, including
area code:
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
STI |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure.
On September 18, 2026, Solidion Technology, Inc.
(the “Company”) issued a press release announcing an update to the leadership structure of its Board of Directors (the “Board”),
the full text of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
8.01. Other Items.
Effective September 16, 2026, the Company appointed
Mark N. Schwartz, a Director on the Board, to serve as Lead Independent Director, and Jaymes Winters, the Company’s Chief Executive
Officer and a Director on the Board, to also serve as Chairman of the Board.
Item
9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 18, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 18, 2026 |
|
| |
|
| |
SOLIDION TECHNOLOGY, INC. |
| |
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Solidion Technology Board Appoints Jaymes Winters
as Chairman and CEO; Mark Schwartz as Lead Independent Director
New Designations Designed to Strengthen Leadership
Structure to Advance Strategic Priorities and Execution
DALLAS, Texas. September 18, 2026 –
Solidion Technology, Inc. (NASDAQ: STI) (“Solidion Technology” or “the Company”), an advanced battery technology
solutions provider, today announced an update to the leadership structure of its Board of Directors (the “Board”), designed
to further align the Company’s governance with its strategic direction and business priorities.
Election of Mark N. Schwartz as the Lead
Independent Director
The Board has appointed independent director
Mark N. Schwartz to serve as Lead Independent Director, effective September 16, 2026. In this role, Mr. Schwartz will help facilitate
strong independent oversight of the Company while working closely with the Chairman and other members of the Board. Mr. Schwartz
is an accomplished CEO, CFO and board director with more than 36 years of leadership experience across the consumer, technology and healthcare
sectors. He co-founded Bodega Latina Corporation, which grew into a multibillion-dollar grocery business and the largest Hispanic retailer
in the United States, led the IPO of DD Group plc and oversaw the sale of Bartell Drug Company to Rite Aid. Mr. Schwartz has served on
more than a dozen public and private company boards, including Starbucks Coffee Company. He received a Bachelor of Arts, cum laude, from
Claremont McKenna College in economics and political science and a Master of Business Administration, with honors, from Harvard Business
School.
“Mark’s extensive executive and
board leadership will provide an important independent perspective as we continue to strengthen our governance and position Solidion for
its next phase of growth,” said Jaymes Winters, Chief Executive Officer of Solidion.
Appointment of CEO as Chairman of the Board
Additionally, effective September 16, 2026,
the Board has appointed Chief Executive Officer Jaymes Winters to also serve as Chairman of the Board, effective immediately. Mr. Winters
will continue to serve as Chief Executive Officer, assuming the combined role of Chairman and CEO. Mr. Winters brings more than 15 years
of experience as a Chief Executive across the oil and gas, telecommunications and retail sectors, with extensive experience in mergers
and acquisitions. Prior to Solidion, he served as CEO of Mach FM Corp. and previously founded and served as CEO of United Energy Inc.,
which grew to nearly $100m in revenue under his leadership. Mr. Winters has directed and negotiated significant M&A transactions involving
private equity firms and previously served for more than 9 years as an adjunct professor in the School of Business at Portland State University,
where he taught business strategy, mergers and acquisitions and venture capital. He holds a B.S. in Business Administration with a minor
in Economics from Oregon State University.
“Solidion is entering an important stage
in its development, and we believe this leadership structure provides the Company with the alignment and accountability necessary to execute
on our strategic priorities,” said Mark Schwartz, Lead Independent Director.
The Board believes the updated leadership
structure will further centralize and align Solidion’s strategic direction, corporate governance and business operations. Combining
the Chairman and CEO roles is intended to provide greater continuity between the Company’s strategic priorities and their execution,
while appointment of a Lead Independent Director maintains a strong independent voice within the Board’s leadership structure.
The Board also expressed its appreciation
to Dr. Bor Jang for his longstanding service and leadership as former Chairman of the Board, and for his significant contributions to
Solidion Technology. Dr. Jang has played an important role in the development of the Company and its extensive intellectual property and
technology portfolio. Solidion is grateful for Dr. Jang’s years of leadership and contributions to the Company. Dr. Jang remains
a valued Director on the Board.
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.
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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Please follow us on:
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CONTACTS
Investors:
Allison Reichel
Director of Investor Relations
ir@solidiontech.com
Media:
press@solidiontech.com