Solidion (NASDAQ: STI) director exit leaves Nasdaq audit gap to fix

Rhea-AI Filing Summary

Solidion Technology, Inc. reported that director Cynthia Ekberg Tsai resigned from its Board and all Board committees effective September 3, 2025. The company states her resignation did not result from any disagreement regarding operations, policies, or practices.

Following her departure, Solidion’s Audit Committee now has two members, leaving it out of compliance with Nasdaq Rule 5605(c)(2)(A), which requires three directors on the Audit Committee. On September 8, 2025, the company notified The Nasdaq Stock Market of this non-compliance.

Under Nasdaq Listing Rule 5605(c)(4), Solidion has a cure period to regain compliance by appointing a new independent director to the Audit Committee. The cure period runs until the earlier of the next annual shareholders’ meeting or September 3, 2026, with a shorter deadline of March 2, 2026 if the annual meeting occurs on or before that date. The company states it intends to appoint a new independent Audit Committee member as soon as practicable within this period.

Insights

Corporate governance and listing standards analyst

Director resignation triggers Nasdaq audit-committee noncompliance, but a defined cure period limits near-term listing risk.

The report shows Solidion Technology, Inc. losing one Board member, Cynthia Ekberg Tsai, effective September 3, 2025, with the company stating there was no disagreement over operations, policies, or practices. Her departure reduces the Audit Committee to two members, below the three-member minimum required by Nasdaq Rule 5605(c)(2)(A).

Solidion notified Nasdaq of this non-compliance on September 8, 2025, and now operates under Nasdaq Listing Rule 5605(c)(4), which provides a cure period. The company must appoint a new independent director to the Audit Committee by the earlier of its next annual shareholders’ meeting or September 3, 2026, or by March 2, 2026 if the meeting occurs on or before that date.

The situation primarily raises governance and process questions rather than immediate financial concerns, given the explicit cure window and the company’s stated intention to fill the Audit Committee seat “as soon as practicable.” Actual impact on listing status depends on whether Solidion completes this appointment within the specified deadlines outlined in the report.

8-K Event Classification

2 items: 3.01, 5.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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 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.

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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

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FAQ

Why did Solidion Technology (STI) file this 8-K?

The company filed this 8-K to disclose the resignation of director Cynthia Ekberg Tsai and to report that her departure left its Audit Committee out of compliance with Nasdaq Rule 5605(c)(2)(A), which requires three directors on the Audit Committee.

Did Cynthia Ekberg Tsai resign from Solidion Technology (STI) due to a disagreement?

No. Solidion states that Ms. Ekberg Tsai’s resignation from the Board and all committees effective September 3, 2025 did not result from any disagreement with the company on matters relating to its operations, policies, or practices.

How is Solidion Technology (STI) out of compliance with Nasdaq rules?

After Ms. Ekberg Tsai’s resignation, Solidion’s Audit Committee consists of two members, while Nasdaq Rule 5605(c)(2)(A) requires an Audit Committee of three directors. The company notified The Nasdaq Stock Market, LLC of this non-compliance on September 8, 2025.

What cure period does Solidion Technology (STI) have to fix its Audit Committee non-compliance?

Under Nasdaq Listing Rule 5605(c)(4), Solidion has until the earlier of its next annual shareholders’ meeting or September 3, 2026 to regain compliance. If the annual meeting occurs no later than March 2, 2026, the company has until March 2, 2026 to appoint a new independent Audit Committee member.

What does Solidion Technology (STI) plan to do about its Audit Committee shortfall?

Solidion states that it intends to appoint a new independent director to its Audit Committee as soon as practicable within the Nasdaq cure period to restore compliance with Nasdaq Rule 5605(c)(2)(A).

Does this 8-K mention any immediate impact on Solidion Technology’s (STI) Nasdaq listing?

The report notes that Solidion has a cure period under Nasdaq Listing Rule 5605(c)(4) to regain Audit Committee compliance; it does not state any immediate change to the company’s Nasdaq listing status.