false
0001881551
0001881551
2025-09-03
2025-09-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 3, 2025
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.) |
13355 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Information required to be disclosed herein is incorporated by reference
from Item 5.02.
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers
On September 3, 2025 (the “Effective
Date”), Cynthia Ekberg Tsai notified the Board of Directors (the “Board”) of Solidion Technology, Inc. (the “Company”)
of her resignation as a member of the Board, including all committees on which she serves, effective as of the Effective Date. Ms. Ekberg
Tsai’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
As a result of Ms. Ekberg Tsai’s resignation,
the Company’s Audit Committee will be composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market,
LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors. Pursuant
to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the
Audit Committee. The cure period extends until the earlier of the Company’s next annual shareholders’ meeting or September
3, 2026; provided, however, that if the annual shareholders’ meeting occurs no later than March 2, 2026, the Company has until March
2, 2026, to regain compliance. The Company intends to appoint a new independent director to the Audit Committee as soon as practicable
within the cure period.
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 8, 2025
| |
SOLIDION TECHNOLOGY, INC. |
| |
|
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
2
