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0001881551
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2026-02-12
2026-02-12
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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):
February 12, 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.) |
13344 Noel Road, Suite 1100
Dallas, TX 75240
(Address of principal executive offices, including
zip code)
(972) 918-5120
Registrant’s telephone number, including
area code:
Not Applicable
(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 2.02. Results of Operations and Financial Condition.
On February 12, 2026, Solidion Technology, Inc. (the “Company”) filed a Registration Statement on Form S-1 (the “S-1”),
relating to a public offering (the “Offering”) of up to 2,000,000 shares of the the Company’s common stock
and, in lieu of shares, pre-funded warrants to purchase up to 2,000,000 shares of the Company’s common stock. The S-1 contains select
preliminary unaudited estimated financial results for the fiscal year ended December 31, 2025, as set forth below.
The Company is providing ranges
for these preliminary results because its financial closing procedures for the year ended December 31, 2025 are not yet complete. These
estimates are based solely on information available to management as of the date of this Current Report on Form 8-K and remain subject
to change as the Company completes its normal year-end accounting and audit processes. Accordingly, the preliminary financial information
should not be viewed as final or as a substitute for the Company’s audited financial statements.
The preliminary financial
information included herein has been prepared by, and is the responsibility of, the Company’s management. The Company’s independent
registered public accounting firm, CBIZ CPAs P.C. (“CBIZ”), has not audited, reviewed, compiled, or performed any procedures
with respect to such information. Accordingly, CBIZ does not express an opinion or any form of assurance regarding these preliminary estimates.
Preliminary Estimated Results of Operations
The following table sets forth the Company’s
preliminary estimated results of operations:
| | |
Year Ended
December 31, 2025 | | |
Year Ended
December 31,
2024 | |
| | |
Low
(estimated) | | |
High
(estimated) | | |
Actual | |
| Net sales | |
$ | — | | |
$ | 13,350 | | |
$ | — | |
| Net loss | |
| (30,000,000 | ) | |
| (38,000,000 | ) | |
| (25,929,003 | ) |
The Company expects net sales
for the year ended December 31, 2025 to remain at zero or increase modestly by up to $13,350 as compared to the year ended December 31,
2024, primarily due to the fact that the Company is an early-stage company.
The Company expects that its
net loss for the year ended December 31, 2025 will increase between $4.1 million and $12.1 million as compared to the net loss reported
for the year ended December 31, 2024, primarily due to non-cash losses due to a change in the fair value of derivative liabilities related
to the Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic
Capital, LLC, and the Series A, Series B, Series C, and Series D warrants issued in connection with the March and
August 2024 Private Placement financings.
Preliminary Estimated Financial Condition
The following table sets forth the Company’s
preliminary estimated financial condition:
| | |
As of December 31, 2025 | | |
As of
December 31,
2024 | |
| | |
Low
(estimated) | | |
High
(estimated) | | |
Actual | |
| Cash and cash equivalents | |
$ | 200,000 | | |
$ | 250,000 | | |
$ | 3,353,732 | |
| Total debt, including current portion | |
| 2,900,000 | | |
| 2,950,000 | | |
| 1,917,962 | |
The Company expects cash and
cash equivalents as of December 31, 2025 to decrease compared to December 31, 2024, primarily due to increased spending on research and
development, including personnel costs, third-party validation testing, and prototype and process scale-up activities, as well as increased
business development and general and administrative costs.
Total debt (including the
current portion) is expected to increase, primarily due to the execution of an unsecured promissory note with Great Point Capital, LLC
on October 29, 2025.
Forward-Looking Statements
The preliminary estimates
included in this Current Report contain forward-looking statements and are subject to risks and uncertainties. These forward-looking statements
are based on current expectations and assumptions and involve risks and uncertainties. Actual results remain subject to completion of
management’s final review, year-end closing procedures, and audit processes, and may differ materially from the estimates provided.
These preliminary estimates are not a comprehensive statement of the Company’s results of operations or financial condition for
the periods presented and should not be relied upon as such. The Company’s audited financial statements for the year ended December
31, 2025 will be filed with the SEC upon completion of the Company’s year-end audit and reporting processes.
The information in this Item
2.02 is being furnished, not filed, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under the Securities Act, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities
of the Company.
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: February 12, 2026 |
|
| |
|
|
| SOLIDION TECHNOLOGY, INC. |
|
| |
|
|
| By: |
/s/ Jaymes Winters |
|
| Name: |
Jaymes Winters |
|
| Title: |
Chief Executive Officer |
|
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