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Solidion Tech 8-K Filings

STI NASDAQ

Every 8-K that Solidion Tech (STI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow STI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full STI filings page.

Rhea-AI Summary

Solidion Technology Inc. (STI) expanded its Board of Directors from four to seven members and appointed Mark Schwartz (Class I), Kimi L. Ellen (Class II) and Dante W. Robinson (Class III) as independent directors effective August 31, 2026. All three were deemed independent under Nasdaq standards and each qualifies as an audit committee financial expert. They were added to key committees, with the Audit Committee now composed of Mmes. Tjon (Chair) and Ellen and Messrs. Robinson and Schwartz, the Compensation Committee composed of Mr. Schwartz (Chair), Ms. Ellen and Mr. John Davis, and the Nominating and Corporate Governance Committee composed of Mr. Davis (Chair), Mr. Robinson and Ms. Tjon.

The Board adopted a new non-employee director compensation program, providing annual RSU grants valued at $100,000 plus quarterly cash retainers for committee roles. In connection with this, Solidion granted 12,853 RSUs each to Ms. Tjon and Mr. Davis and 4,296 RSUs each to the three new directors for 2026 service. With the new Audit Committee composition, Solidion reports that it has regained compliance with Nasdaq Rule 5605(c)(2)(A) regarding audit committee size.

Rhea-AI Summary

Solidion Technology, Inc. reported second-quarter 2026 results, highlighting a private placement that the company says eliminated balance sheet overhang and alleviated previously disclosed going concern doubt. For the three months ended June 30, 2026, net sales were $124,914, up from $4,000 a year earlier, primarily from government grant revenue.

Operating expenses decreased to $1,492,251 from $1,788,797, driven by lower general and administrative costs and reduced research and development spending related to commercialization and testing of its battery technologies. Total other expense rose to $1,519,419, largely due to a $917,780 loss from changes in the fair value of derivative liabilities tied to a Forward Purchase Agreement and warrants from a March private placement, a $549,915 non-cash write-off of deferred offering costs for a withdrawn registration statement, and $153,597 of interest expense.

Overall, the company recorded a net loss of $2,886,756 for the quarter, compared with a net loss of $2,113,859 in the prior-year period. Solidion describes itself as an advanced battery technology solutions provider with over 385 patents covering silicon anodes, biomass-based graphite, and lithium-sulfur and lithium-metal technologies.

Rhea-AI Summary

Solidion Technology, Inc. has scheduled its first annual meeting of stockholders following the effectiveness of its Amended and Restated Certificate of Incorporation for September 15, 2026. The exact time, record date and location will be detailed in the forthcoming proxy statement.

Stockholders must submit proposals under Rule 14a-8 for inclusion in the proxy materials by July 9, 2026, and send them to the Chief Financial Officer at the company’s Dallas address. Separate notice for director nominations under the universal proxy rules (Rule 14a-19) is due by July 17, 2026. Proposals or nominations outside Rule 14a-8 must also reach the CFO by 5:00 p.m. Eastern time on July 9, 2026 in accordance with the Amended and Restated Bylaws.

Rhea-AI Summary

Solidion Technology, Inc. entered into a securities purchase agreement with a new institutional investor for a private placement of 750,000 common shares and pre-funded warrants to purchase up to 1,583,000 shares, at a combined price of $15.00 per share or equivalent.

The transaction is expected to generate approximately $34.99 million in gross proceeds and about $32 million in net proceeds, to fund commercialization of its Extreme-Climate Battery technology, expand inventory, build and test prototypes, and for general corporate purposes. Pre-funded warrants carry a $15.00 exercise price, are exercisable immediately without expiration, and are capped at 4.99% or, at the holder’s option, 9.99% beneficial ownership.

Titan Partners Group is acting as placement agent, earning a 7% cash fee and warrants equal to 5% of the placement securities with a $17.25 exercise price. The company and major insiders agreed to 45-day equity issuance and lock-up restrictions following effectiveness of a resale registration statement the company will file after closing.

Rhea-AI Summary

Solidion Technology is warning investors not to rely on its previously issued 2024 financial statements after finding an error in how it accounted for exercises of its Series A and Series B warrants. The issue affects only non-cash derivative accounting and does not change liquidity, cash, or total stockholders’ equity.

The company now expects higher non-cash, non-operating losses from changes in fair value of derivative liabilities by about $0.1 million for the quarter ended June 30, 2024, $2.3 million for the quarter ended September 30, 2024, and $5.7 million for the year ended December 31, 2024, with a corresponding increase in additional paid-in capital. Solidion plans to file a new 2025 Form 10-K that will include restated 2024 figures. The board also scheduled the 2026 annual stockholder meeting for June 11, 2026, with stockholder proposal and nomination deadlines set at April 3, 2026.

Rhea-AI Summary

Solidion Technology, Inc. has filed an S-1 for a public offering of up to 2,000,000 shares of common stock and pre-funded warrants to purchase up to 2,000,000 shares, and simultaneously provided preliminary unaudited 2025 results. The company expects 2025 net sales to range from $0 to $13,350, similar to 2024, reflecting its early-stage status. Preliminary 2025 net loss is estimated between $30.0 million and $38.0 million, compared with an actual net loss of $25.9 million for 2024, mainly from non-cash losses tied to changes in the fair value of derivative liabilities under a Forward Purchase Agreement and Series A–D warrants issued in 2024 private placements. As of December 31, 2025, cash and cash equivalents are estimated at $200,000–$250,000 versus $3.35 million a year earlier, while total debt is expected at $2.9 million–$2.95 million versus $1.92 million, largely due to an unsecured promissory note with Great Point Capital, LLC.

Rhea-AI Summary

Solidion Technology, Inc. (STI) filed an 8-K announcing it has engaged CBIZ CPAs P.C. as its independent registered public accounting firm for the fiscal year ending December 31, 2025, effective November 26, 2025. This means CBIZ CPAs will audit the company’s financial statements for the 2025 fiscal year.

The company states that during its two most recent fiscal years ended December 31, 2024 and 2023, and through November 26, 2025, it did not consult with CBIZ CPAs on accounting principles, potential audit opinions, or other accounting, auditing, or financial reporting issues. It also reports no disagreements or other reportable events with CBIZ CPAs under the SEC’s disclosure rules.

Rhea-AI Summary

Solidion Technology, Inc. filed an amended current report to update the effective dismissal date of its independent auditor, Deloitte & Touche LLP. The audit committee had approved Deloitte’s dismissal on October 21, 2025, to become effective immediately after the company filed its Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025. That quarterly report was filed on November 20, 2025, making November 20, 2025 the actual effective dismissal date.

Deloitte’s audit report on Solidion’s consolidated financial statements for the year ended December 31, 2024 contained no adverse opinion, disclaimer, or qualifications. The company states that during 2024 and through November 20, 2025 there were no disagreements with Deloitte on accounting, disclosure, or audit matters, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting. Deloitte received the company’s disclosures before filing, and its confirming letters to the SEC are included as exhibits.

Rhea-AI Summary

Solidion Technology, Inc. announced that investors should no longer rely on its previously issued interim financial statements for the period ended June 30, 2025, or related earnings releases and communications. After a review by the Chief Financial Officer and Audit Committee, the company identified errors in the reported number of Series A warrants issued in a March 13, 2024 private placement and in the related fair value measurement. The company determined that 810,389 Series A warrants should have been subject to fair value measurement, and their fair value as of June 30, 2025 was understated by $2,260,650. Solidion also concluded that 576,540 Series A and 1,715,677 Series C common stock equivalents should have been included in diluted EPS for the six months ended June 30, 2025. The company plans to file an amended Form 10-Q/A for the quarter ended June 30, 2025 to restate this financial information before filing its Form 10-Q for the quarter ended September 30, 2025.

Rhea-AI Summary

Solidion Technology (STI) announced a change in auditor. On October 21, 2025, the Audit Committee approved dismissing Deloitte & Touche LLP as the independent registered public accounting firm, effective immediately following the filing of the Form 10‑Q for the quarter ended September 30, 2025. The company is running a competitive process to appoint a new firm effective on that date.

Deloitte’s audit report on the year ended December 31, 2024 contained no adverse opinion, no disclaimer, and no qualifications. The company states there were no disagreements with Deloitte and no reportable events, other than previously disclosed material weaknesses in internal control over financial reporting. Deloitte’s confirmation letter, dated October 27, 2025, is filed as Exhibit 16.1.

Rhea-AI Summary

Solidion Technology, Inc. disclosed a strategic restructuring that converted all remaining unexercised Series C and Series D warrants into common stock on October 8, 2025, issuing 3,447,957 shares and cancelling those warrants. The new holders, Madison Bond LLC and Bayside Project LLC, also amended prior financing terms to lift restrictions on additional issuances and participation in future financings, subject to dilution protections, and agreed to a 12‑month lock‑up with limited transfer exceptions.

The company also made unregistered equity issuances under Section 4(a)(2): 40,000 shares to each of John Davis, Karin‑Joyce Tjon and former director Cynthia Ekberg Tsai, 120,000 shares to certain non‑executive employees, and 450,000 shares to Global Graphene Group, Inc. Following these actions, Madison Bond LLC and Bayside Project LLC beneficially own 3,447,957 shares, or 47.5%, becoming the largest stockholder. Shares outstanding were 7,252,723 as of this report.

The company applied to transfer its listing to The Nasdaq Capital Market and believes it is in compliance with continued listing requirements.

Rhea-AI 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.