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Solidion Technology, Inc. is registering up to 2,000,000 shares of common stock, plus pre-funded warrants to purchase up to 2,000,000 additional shares of common stock, in an underwritten public offering with a 300,000-share over-allotment option.
The assumed public offering price is $6.30 per share, implying estimated net proceeds of about $11.3 million, or $13.1 million if the underwriters’ option is fully exercised. Pre-funded warrants are aimed at investors capped at 4.99% or 9.99% ownership. As of February 11, 2026, 7,745,683 shares were outstanding, rising to 9,745,683 after the offering (10,045,683 if the option is exercised and no pre-funded warrants are sold). Solidion remains an early-stage company, estimating 2025 net sales between $0 and $13,350, a net loss between $30 million and $38 million, year-end 2025 cash of $200,000 to $250,000, and total debt of about $2.9 million.
Solidion Technology Inc. reported that a company director, filing individually, sold common stock in two transactions. On 12/11/2025, the reporting person sold 568 shares at a price of $7.8736 per share, leaving 1,745,445 shares beneficially owned directly. On 12/12/2025, they sold another 750 shares of common stock at $7.87 per share, after which they directly beneficially owned 1,744,695 shares of Solidion common stock.
Solidion Technology, Inc. is registering up to 7,076,660 shares of common stock for potential resale by existing securityholders, including shares from prior private financings, its business combination, warrant conversions, earn-out issuances, and director and employee equity awards. The company will not receive proceeds from these resales, but may receive cash if outstanding warrants are exercised. Shares outstanding were 7,465,283 as of November 19, 2025; this is a baseline figure, not the amount being registered. Solidion develops graphene‑enhanced, high‑capacity anode and solid‑state battery technologies and holds more than 520 patents. It has incurred substantial losses, expects significant ongoing expenses, and its auditor has raised substantial doubt about its ability to continue as a going concern without additional funding. Following an October 2025 warrant conversion, two investors collectively own about 46.2% of the stock and G3 owns about 23.5%, resulting in a change in control.
Solidion Technology Inc. (STI) reported insider stock sales by a director who is also a 10% owner. On 11/24/2025, the insider sold 1,865 shares of common stock at $10.8864 per share. On 11/25/2025, a further 4,910 shares were sold at $10.5275 per share, followed by 3,225 shares sold on 11/26/2025 at $10.3926 per share. After these transactions, the reporting person directly owned 1,746,013 shares of Solidion common stock.
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.
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.
Solidion Technology, Inc. reported net income of $2,988,626 for the nine months ended September 30, 2025, driven mainly by a $9,964,250 non-cash gain from the change in fair value of derivative liabilities, while its core operations generated an operating loss of $6,662,693.
Cash fell sharply to $160,506 from $3,353,732 at year-end 2024, and the company used $3,607,781 of cash in operating activities, leaving total liabilities of $22,492,172 and a stockholders’ deficit of $17,407,000. Management discloses substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, limited liquidity, lack of debt availability, and default on a promissory note.
The filing details complex financing structures, including large warrant and forward purchase agreement derivative liabilities, a 1-for-50 reverse stock split to address Nasdaq bid-price noncompliance, and subsequent transfer to The Nasdaq Capital Market. It also notes ongoing related-party arrangements with Global Graphene Group, a federal tax lien affecting G3-related assets, and the October 2025 issuance of 450,000 earnout shares, completing obligations under the merger earnout.
Solidion Technology, Inc. (STI) filed an amended quarterly report to restate its June 30, 2025 results after discovering warrant and earnings-per-share errors. The company corrected the number of Series A warrants tied to a March 2024 private placement to 810,389, increasing derivative liabilities by $2,260,650 and reducing six‑month 2025 net income to $7.1 million. For Q2 2025, this turned a previously reported small profit into a $2.1 million net loss, driven by a lower non‑cash gain from derivative revaluation rather than operating performance.
Solidion generated only $4,000 in net sales for the first half of 2025 and posted a six‑month operating loss of about $4.9 million. Cash fell to $114,652, with $3.3 million used in operating activities, and liabilities exceeded assets, prompting a substantial doubt going‑concern warning. The company also retrospectively recorded about $2.8 million of non‑cash issuance costs on 2024 convertible notes, further increasing prior‑period losses.
To address Nasdaq bid‑price noncompliance, Solidion completed a 1‑for‑50 reverse stock split and later regained compliance with the minimum bid rule, but it remains out of compliance with certain Nasdaq market value listing standards, creating delisting risk if not remedied.
Solidion Technology, Inc. filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, explaining it could not finalize the report without unreasonable effort or expense and needs more time to compile and verify required data. The company expects to file this 2025Q3 Form 10-Q within the additional time allowed. Management also determined, after consultation with the Audit Committee, that previously issued interim financial statements as of and for the period ended June 30, 2025 should no longer be relied upon, and that related earnings releases and investor communications are similarly unreliable. Solidion identified errors in the reported number and fair value of Series A warrants, understating fair value by $2,260,650, and in the diluted EPS share counts, and plans to file an amended June 30, 2025 Form 10-Q/A with restated financial information before submitting the 2025Q3 Form 10-Q.
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.