STI 10-K & 10-Q changes, risk factors and insider trading
Solidion Technology Inc. · Nasdaq · Miscellaneous Electrical Machinery, Equipment & Supplies · CIK 1881551 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “A significant portion of Solidion’s Common Stock is restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidion’s Common Stock to drop significantly, even if our business is doing well.”
Removed heading “Solidion is a “controlled company” within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.”
Largest changes
“A significant portion of Solidion’s Common Stock is restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidion’s Common Stock to drop significantly, even if our business is doing well.”see in full comparison
“Solidion is a “controlled company” within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.”see in full comparison
Our management anticipates that our internal control over financial reporting will not be effective until the above material weaknesses are remediated. If our remediation of these material weaknesses is not effective, or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in our financial reporting, and the price of our common stock may decline as a result. As further discussed in “Item 9A, Controls and Procedures—Remediation Plans and Status,” we have implemented a remediation plan and, while progress has been made to remediate the material weaknesses, they will not be considered remediated until the applicable remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that associated controls are effective. Therefore,see in full comparisonwhile we expect to have remediated the material weaknesses well in advance of December 31, 2025,there is no guarantee that our remediation plan will be successful or that our remediation efforts will be completedpriorintofuturethe audit of our 2025 financial statements.periods.
“G3 and certain other stockholders of Solidion entered into a registration rights agreement (the “Registration Rights Agreement”) with Solidion. …”see in full comparison
“Because G3 holds approximately 85.3% of the voting power of Solidion, Solidion qualifies as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. …”see in full comparison
“However, Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.”see in full comparison
Full comparison: every changed paragraph (13)
Our
current manufacturing facilities require, and we expect our future manufacturing facilities will require,require large-scale machinery and equipment.
Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be
available when needed. In addition, because this equipment has historically not been used to build our high-capacity anode
and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and
may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components
of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation,
difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity
and other natural disasters.
In
addition, we are highly dependent on the services of our senior
technical and management personnel, including our executive officers,
who would be difficult to replace. Further, our Executive Chairman
and Chief Science Officer will continuecontinues to be employed by G3 following
the closing of the business combination, and his time and attention
may be diverted from Solidion’s business, which may have an
impact on our business. If we do not succeed in attracting, hiring,
and integrating excellent personnel, or retaining and motivating
existing personnel, we may be unable to grow effectively and our business,
financial condition, results of operations and prospects could
be adversely affected.
We have identified five material weaknesses
in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience
additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we
may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence
in us and, as a result, the value of our common stock.
Prior to the Closing of our business combination, we were a private
company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In
connection with the audits of our consolidated financial statements as of December 31, 20232024 and 2024,2025, and for the years ended December
31, 2022, 20232024 and 2024,2025, we identified five material weaknesses in our internal control over financial reporting: control environment, risk
risk assessment, control activities, information and communication and monitoring. For more information, see “Item 9A. Controls
and Procedures—Management’s
Report on Internal Control Over Financial Reporting—Material Weaknesses.”
Our management anticipates that our internal control over financial
reporting will not be effective until the above material weaknesses are remediated. If our remediation of these material weaknesses is
not effective, or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal
control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected, we may be
unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing
requirements, investors may lose confidence in our financial reporting, and the price of our common stock may decline as a result. As
further discussed in “Item 9A, Controls and Procedures—Remediation Plans and Status,” we have implemented a remediation
plan and, while progress has been made to remediate the material weaknesses, they will not be considered remediated until the applicable
remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that
associated controls are effective. Therefore, while we expect to have remediated the material weaknesses well in advance of December 31,
2025, there is no guarantee that our remediation plan will be successful or that our remediation
efforts will be completed priorin tofuture the
audit of our 2025 financial statements.periods.
A
significant portion of Solidion’s Common Stock is restricted from immediate resale, but may be sold into the market in the future
pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidion’s
Common Stock to drop significantly, even if our business is doing well.
The
market price of shares of Solidion’s Common Stock could decline as a result of substantial sales of common stock, particularly
by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market
that holders of a large number of shares intend to sell their shares.
G3 and certain other stockholders of Solidion entered into a registration rights agreement (the “Registration Rights
Agreement”) with Solidion. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration
Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division
of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the
Sponsor, and 69,800,000 shares of stock issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares
of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in
accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor
may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the
Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing,
Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered
an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration
rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and
customary conditions.
In addition, the maximum number of shares of common stock underlying
the Series C Warrants and Series D Warrants would be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively,
and the Company has included these shares in a shelf registration statement on Form S-1 that has not yet been declared effective.
As
such, sales of a substantial number of shares of Solidion’s Common Stock in the public market could occur at any time. These sales,
or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of
Solidion’s Common Stock.
Solidion
is a “controlled company” within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on,
exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders
of companies that are subject to such requirements.
Because
G3 holds approximately 85.3% of the voting power of Solidion, Solidion qualifies as a “controlled company” within the meaning
of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held
by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance
requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we
have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended
to the board by independent directors. We do not plan to rely upon the “controlled company” exemptions.
However,
Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so.
Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on
any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject
to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.
Management's Discussion & Analysis (MD&A)
New heading “Business Combination”
New heading “Recent Developments”
New heading “Memorandum of Understanding”
New heading “Grants from the U.S. Government”
New heading “Reverse Stock Split”
New heading “Warrant Conversion”
New heading “Purchase Agreement Amendment”
New heading “Unregistered Sales of Equity Securities”
New heading “Change of Control”
New heading “Change to Board of Directors”
New heading “Off-Balance Sheet Arrangements”
Largest changes
“In connection with the Conversion, the Purchasers have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, agree to offer or sell, solicit offers to purchase, convert, contract or agree to sell, pledge, encumber, assign, borrow, or otherwise dispose of, directly or indirectly, any shares of common stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of common stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a …”see in full comparison
“As part of the August Private Placement, the Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.3274 per unit. …”see in full comparison
Full comparison: every changed paragraph (70)
Business Combination
History
Honeycomb
Battery Company Merger
Recent Developments
Memorandum of Understanding
On February 10, 2026, we entered into a non-binding memorandum of understanding (“MOU”) with an entity that manufactures and distributes energy storage systems for the Company to supply pouch cells for use in energy storage systems. While the MOU is non-binding in nature and may result in no actual sales, a definitive agreement could potentially add an estimated $4 to $6 million in revenue over the next 12 months.
Grants from the U.S. Government
During the fourth quarter of 2025 and the first quarter of 2026, the Company was notified that it had received three grants from various departments of the U.S. government. The U.S. Department of Energy (“DOE”) provided the first grant (the “First Grant”), which was to advance research and development of Electrochemical Manufacturing of High-Performance Graphite based on Biomass-Derived Carbon. The Company had received the prestigious 2025 R&D 100 Award in partnership with Oak Ridge National Laboratory for innovation in Electrochemical Graphitization in Molten Salts, and the First Grant was for research to be conducted jointly with Oak Ridge National Laboratory to reduce imports of critical energy materials from foreign sources, improve American energy independence, and ensure that the U.S. maintains a technological lead in developing and deploying advanced energy technologies.
The DOE provided the second grant (the “Second Grant”) to scale up the synthesis of a carbon-nanosphere material that will be used as an anti-corrosive additive in molten-salts-based heat transfer fluids for advanced molten salt nuclear reactors. The Second Grant was also for research to be conducted jointly with Oak Ridge National Laboratory, this time to develop a nanofluids-based energy material, engineered colloidal suspension of hollow carbon nanoparticles in conventional molten salts, to enhance heat transfer and reduce corrosion in nuclear reactors, which is critical for reducing costs, increasing safety, and accelerating the commercialization of small modular nuclear reactors such as advanced molten salt reactors.
The U.S. Army provided the third grant (the “Third Grant”) to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”) yarn architecture. The Third Grant was for research to be conducted jointly with The University of Texas at Dallas to develop a flexible, rechargeable lithium-ion battery in fiber form: a CNT yarn serves as both the structural core and current collector of the anode, integrated with Solidion’s silicon (Si) as the high-capacity anode material.
Reverse Stock Split
On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock (the “Reverse Stock Split”). As a result, each 50 shares of common stock issued and outstanding immediately prior to the reverse split were converted into one share of common stock. Additionally, this transaction resulted in a reclassification of $13,311 from common stock to additional paid-in capital during the period ended March 31, 2025. The reverse stock split did not change the total number of authorized shares or the par value of the common stock. During the three-month period ended June 30, 2025, the Company paid cash of approximately $460 to shareholders in lieu of issuing fractional shares.
Warrant Conversion
On October 8, 2025 (the “Purchase Date”), Madison Bond LLC and Bayside Project LLC (together, the “Purchasers”) announced the purchase of all of the outstanding Series C and Series D Warrants (together, the “Warrants”) previously issued by the Company pursuant to the Securities Purchase Agreement, dated as of August 30, 2024 (the “Original Purchase Agreement”). Immediately thereafter, the Company determined to invoke certain provisions in the Warrants and the Original Purchase Agreement in order to convert (the “Conversion”) all remaining unexercised portions of the Series C and Series D Warrants into shares of the Company’s common stock, at a ratio of 1 to 1, such that each outstanding Series C and Series D warrant was converted into one share of common stock. The Purchasers received 3,447,957 shares (the “Conversion Shares”) of the Company’s common stock in the Conversion and the Company cancelled all outstanding Series C and Series D Warrants.
Purchase Agreement Amendment
In connection with the Conversion, the Purchasers and the Company amended the Original Purchase Agreement to remove or modify certain financing restrictions, including limitations on future equity issuances and participation rights, subject to agreed-upon dilution protections.
Lock-up
In connection with the Conversion, the Purchasers have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, agree to offer or sell, solicit offers to purchase, convert, contract or agree to sell, pledge, encumber, assign, borrow, or otherwise dispose of, directly or indirectly, any shares of common stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of common stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 12 months after the October 21, 2025 (the “Lock-up Date,” and the period from the Lock-up Date until such date, the “Lock-Up Period”). The exceptions also generally include transfers (A) of no more than five percent (5%) of the total Lock-Up Shares in the aggregate taking into account all transfers during the Lock-Up Period (provided that total transfers during any period of five consecutive trading days shall not exceed five percent (5%) of the daily average trading volume of the common stock over the immediately preceding five trading days and (B) in connection with the pledge, hypothecation or other grant of a security interest in any Lock-Up Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Lock-Up Shares.
Unregistered Sales of Equity Securities
On the Purchase Date, the Company issued the Conversion Shares pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
On October 9, 2025, the Company issued 40,000 bonus shares of common stock to each of its non-executive directors, John Davis and Karin-Joyce Tjon, and its former non-executive director Cynthia Ekberg Tsai. The issuances were in consideration of their prior board service from the closing of the Company’s business combination on February 2, 2024 until one year thereafter. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.
On October 9, 2025, the Company issued 120,000 bonus shares of common stock to certain of its employees that are not executive officers. The issuances were in consideration of their prior service to the Company from the closing of the Company’s business combination on February 2, 2024 until one year thereafter. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.
On October 9, 2025, the Company issued 450,000 shares of common stock to G3, pursuant to an “earn-out” provision in the Merger Agreement following the approval by the board of directors of the Company to deem the earn-out conditions satisfied in full in light of, among other things, the Company’s capital structure and the ongoing Shared Services Agreement, dated as of February 2, 2024 (the “SSA”), between the Company and G3. Dr. Bor Jang is the Chairman of the Board of Directors and Chief Science Officer of the Company, as well as the Chairman of the Board of Directors and Chief Executive Officer of G3. The issuance was pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuance.
On October 29, 2025, the Company entered into a Promissory Note with Great Point Capital, LLC in the principal amount of $1,000,000. The Note bears interest at 8.0% per annum, payable quarterly, and matures on October 25, 2026. The proceeds will be used for general corporate purposes, including working capital needs. See Note 10 to the consolidated and combined financial statements for more details. In addition, the Company entered in to the Investor Agreement, which provided for the issuance of 345,000 shares of common stock to Great Point Capital, LLC. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.
On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement, dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance. See Note 14 – Subsequent Events for additional information.
Change of Control
As of the Purchase Date, the Conversion was effected, which resulted in a change in control of the Company by virtue of the Purchasers holding approximately 47.5% of the Company’s issued and outstanding common stock and being the largest stockholder of the Company.
To the Company’s knowledge, there are no arrangements or understandings among members of both the former and new control persons and their respective associates with respect to the election of directors or other matters. Additionally, there are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. See “Beneficial Ownership of Securities.”
Change to Board of Directors
On September 3, 2025 (the “Resignation Date”), Cynthia Ekberg Tsai notified the Board of Directors (the “Board”) of the Company of her resignation as a member of the Board, including all committees on which she serves, effective as of the Resignation 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 is 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.
On March 24, 2026, the company announced an annual meeting scheduled for June 11, 2026. As a result, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) extends until the date of the annual meeting. The Company is actively evaluating potential candidates to fill the vacancy on its Audit Committee and intends to regain compliance within the applicable cure period.
Equity
Financings
On March 13, 2024, Solidion entered into a private
placement transaction (the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription
Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $3,850,000, before
deducting fees to the placement agent and other expenses payable by the Company in connection with the March Private Placement. The net
proceeds from the March Private Placement were used for working capital and general corporate purposes. The March Private Placement closed
on March 15, 2024.
As part of the March Private Placement, the Company
issued an aggregate of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.75 per unit
(less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (“Series
A Warrants”) each to purchase one share of Common Stock, and (iii) one Series B warrant (“Series B Warrants”) to purchase
such number of shares of Common Stock as determined on the reset date, and in accordance with the terms therein.
The reset period ended
on July 2, 2024 (the “Reset Date”), with the lowest 10-day VWAP on June 28, 2024, being $0.4347. Consequently, the reset price
was established at $0.3478. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 22,141,701 shares
and 5,749,598 shares, respectively. As of December 31, 2024, investors had exercised 13,742,879 Series A Warrants and 5,749,598 Series
B Warrants, resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series
B Warrants remained outstanding.
On August 30, 2024, the Company entered into a
private placement transaction (the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August
Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $4,000,000,
before deducting fees to the placement agent and other expenses payable by the Company in connection with the August Private Placement.
The Company intends to use the net proceeds from the August Private Placement for working capital and general corporate purposes.
As part of the August Private Placement, the
Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.3274
per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”)
(or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants
each to purchase one share of Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number
of shares of Common Stock as determined on the Reset Date (as defined in Note 10) and in accordance with the terms therein (the “Series
D Warrant” and together with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”).
The Company accounts for the outstanding Series A, Series B, Series
C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the “PIPE Warrants”)
as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification
criteria under ASC 815-40.
Selling,
general and,and administrative
Other
Income (LossExpense)
Change in fair value of derivative liabilities consists of fluctuations in the fair value of the Company’s Forward Purchase Agreement and warrant liabilities. The fair value of these instruments is estimated using valuation models, including Monte Carlo simulation for the Forward Purchase Agreement and certain warrant liabilities, and the Black-Scholes option pricing model for other warrant liabilities.
Change
in fair value of Derivative Liabilities consists of fluctuations in the fair value of an agreement between the Company and investors
facilitating future purchases of the Company’s stock by the Investor based on a Monte Carlo simulation model.
Operating expenses decreased by $371,929 for the year ended December 31, 2025. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. The decrease was partially offset by higher research and development costs, including increased personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Operating
expenses increased by $7,969,914 for the year ended December 31, 2024. This increase was
primarily driven by third party validation testing of our proprietary silicon anode, professional fees, stock-based compensation, insurance,
and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.
Other Income (lossExpense)
Other lossexpense increased by $12,627,521$8,965,598 for the
year year
ended December 31, 2024.2025. This increase was largely driven by a gainnon-cash loss of $18,011,100$28,250,727 due to a change in the fair value of
derivative liabilities
related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing.
Additionally, Thisduring was2025, offsetthe byCompany significantly reduced its derivative liabilities, primarily through the conversion and cancellation
of the Series C and Series D warrants in connection with the Madison Bond and Bayside Project transaction. As a lossresult of $30,281,475this fromtransaction,
all remaining unexercised warrants were converted into shares of the issuanceCompany’s common stock, eliminating the associated derivative
liabilities. The reduction of commonthese stockliabilities, andtogether warrantswith relatedthe required fair value remeasurement prior to settlement, contributed
to the convertiblenon-cash noteloss andrecognized privateduring placementthe financing activity.period.
For the year ended December 31, 2024,2025, cash used
in operating activities
was $7,377,807.$4,536,702. This primarily resulted from a net loss of $25,929,003,$41,004,000, which included non-cash gains and losses,
driven by a gainnon-cash loss of $18,011,100$28,250,727 due to a change in the
fair value of derivative liabilities related to the Forward Purchase Agreement
and private placement warrants, and a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note
and private placement financing activity.warrants. These non-cash losses were
added back to reconcile net loss to net cash used in operating activities,
as part non-cash adjustments that also included depreciation
and amortization, stock-based compensation and equity compensation expense
for services, totaling $17,266,959.$35,058,699. Additionally, changes in
operating assets and liabilities provided $1,284,237$1,408,599 of cash from operating
activities, driven primarily by a $1,344,669$1,404,127 increase in accounts
payable and accrued expenses. The increase in accounts payable and accrued
expenses was mainly due to higher accrualaccrued expense associated with the Company operating as a public entity as of February 2, 2024.expenses.
For the year ended December 31, 2024, cash used in operating activities was $7,377,807. This primarily resulted from a net loss of $32,417,033, which included non-cash gains and losses, driven by a gain of $12,275,217 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and private placement warrants, and a loss of $31,033,622 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. These non-cash losses were added back to reconcile net loss to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization, stock-based compensation and equity compensation expense for services, totaling $23,754,989. Additionally, changes in operating assets and liabilities provided $1,284,237 of cash from operating activities, driven primarily by a $1,344,669 increase in accounts payable and accrued expenses. The increase in accounts payable and accrued expenses was mainly due to higher accrual expense associated with the Company operating as a public entity as of February 2, 2024.
For the year ended December 31, 2023, cash used in operating activities
was $4,068,302. This primarily resulted from a net loss of $5,324,624, which included non-cash losses, depreciation and amortization,
totaling $552,855 Additionally, changes in operating assets and liabilities provided $703,467 of cash from operating activities, driven
primarily by a $872,485 increase amounts due to related parties.
For the year ended December 31, 2025, the Company used cash of $240,742 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
For the year ended December 31, 2023, the Company used cash of $376,150
in investing activities consisting of capitalized patent costs.
For the year ended December 31, 2025, the Company generated cash of $1,628,437 from financing activities. The Company received proceeds from short term notes of $1,000,000. These increases were offset by repayment of short-term notes of $42,671. In addition, during the year ended December 31, 2025, the Company converted $527,500 of convertible notes into shares of its common stock. This transaction was a non-cash financing activity and is reflected in the supplemental schedule of non-cash financing activities in the consolidated and combined statements of cash flows.
For the year ended December 31, 2023, the Company generated cash of
$3,823,657 from financing activities, consisting of capital contributions by G3.
As of December 31, 2024,2025, we had an accumulated
deficit of $115,880,509.$163,372,539. Additionally, $1,400,717$1,114,594 in NUBI transaction costs incurred at the Closing Date in connection with the Merger
remain outstanding and are due within the next twelve months. For the year ended December 31, 2024,2025, we
incurred losses from operations totaling $25,929,003$41,004,000 and net cash used in operating activities of $7,377,807.$4,536,702. WeDuring 2025, the
Company significantly reduced its derivative liabilities, primarily through the conversion and cancellation of the Series C and Series
D warrants associated with the Madison Bond and Bayside Project warrant conversion transaction. As part of this transaction, all remaining
unexercised warrants were converted into shares of the Company’s common stock, eliminating the related derivative liabilities. Management
does not currently expect to continueutilize financing arrangements that would require derivative accounting, which is expected to reduce non-cash
incurvolatility suchin lossesfuture results. However, these improvements do not eliminate the need for atadditional leastcapital theto nextfund twelve (12) months.operations.
Off-Balance Sheet Arrangements
At December 31, 2025 and 2024, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
We consider an accounting
estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the
time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use
use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition
or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined
above. WeThere havewere identifiedno changes to the following as ourCompany’s critical accounting estimateestimates asfrom ofthose anddisclosed in the Annual Report on Form 10-K
for the year ended December 31, 2024:2024.
The Company accounts for the forward purchase
agreement as either equity-classified
or liability-classified instruments based on an assessment of the Forward Purchase Agreement (“FPA”)
specific terms and applicable
authoritative guidance in FASB ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”), andunder FASB ASC 815,
“Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the FPA is a freestanding financial instrument
pursuant to ASC 480, meets the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the requirements for equity
classification under ASC 815, including whether the
FPA is indexed to the Company’s own common shares and whether the FPA holders
could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions
for equity classification. This assessment is conducted
at the time of FPA issuance and as of each subsequent quarterly period end date
while the FPA is outstanding.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “2026 Private Placement”
New heading “Treasury Strategies”
New heading “Summary of Statements of Operations for the Six Months Ended June 30, 2026 and 2025”
New heading “Other Income (Expense)”
Removed heading “Operating Expenses”
Removed heading “Operating Expenses”
Largest changes
“As of June 30, 2026, we had cash and cash equivalents of $27,677,315. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and — against our existing cash and cash equivalents, and has concluded that we have sufficient liquidity to fund our operations and satisfy our obligations as they become due for at least one year following the date the financial statements included in this Quarterly Report are issued. …”see in full comparison
“Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. These conditions, together with the Company’s limited cash resources in prior periods and its default under an outstanding promissory note, previously raised substantial doubt about the Company’s ability to continue as a going concern, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.”see in full comparison
“Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s ability to fund our operations and capital expenditures depends on our ability to raise additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. …”see in full comparison
“Summary of Statements of Operations for the Six Months Ended June 30, 2026 and 2025”see in full comparison
“On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our corporate treasury under which, subject to board approval, we may allocate excess cash from operations toward Bitcoin purchases, convert interest earnings from cash held in money market accounts into Bitcoin, and allocate a portion of future capital raises to Bitcoin acquisitions. To date, we have not purchased any Bitcoin under this policy. …”see in full comparison
“On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i) 750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant (the “Pre-Funded Warrants”). …”see in full comparison
Full comparison: every changed paragraph (46)
On November 14, 2024, we adopted a strategic Bitcoin
allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store
of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest
earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future
capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy.
For fiscal years 2025 and 2024, the Company did
not identify excess cash from operations available for Bitcoin purchases. Additionally, the Company generated interest income of $19,094
and $13,806 during fiscal year 2025 and 2024, respectively. These amounts have been designated for Bitcoin purchases in fiscal year 2026
as part of the ongoing treasury strategy. The Company did not conduct any capital raise activities between the date of its announcement
and the end of the reporting period and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal
year 2026, Solidion may consider capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions.
2026 Private Placement
On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i) 750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant (the “Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable at any time after issuance at an exercise price of $0.0001 per share and do not expire until exercised in full. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent for the 2026 Private Placement. The closing of the 2026 Private Placement occurred on June 9, 2026. We received aggregate gross proceeds of approximately $35.0 million and, after deducting the placement agent fee of 7% of gross proceeds and related offering expenses, net proceeds of approximately $32.2 million, which we intend to use to support the commercialization of our patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building and testing of prototypes, and for working capital and general corporate purposes.
Pursuant to the 2026 Purchase Agreement, we agreed to file a registration statement with the SEC registering the resale of the shares and the shares of Common Stock underlying the Pre-Funded Warrants. We filed the registration statement on Form S-1 on June 12, 2026, and it was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, each of our directors, executive officers and holders of more than 10% of our Common Stock (on a fully diluted basis) entered into lock-up agreements restricting sales of our securities from June 7, 2026 until August 6, 2026, forty-five (45) days following the effective date of the registration statement (subject to certain exceptions and release with the prior written consent of the placement agent), and we agreed to certain restrictions on the issuance and sale of our Common Stock or Common Stock equivalents through the same date, subject to customary exceptions.
In connection with the 2026 Private Placement, we issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase up to 116,650 shares of Common Stock, representing 5% of the total securities sold at the closing. The Placement Agent Warrants are immediately exercisable at an exercise price of $17.25 per share (equal to 115% of the purchase price per share in the 2026 Private Placement) and expire on the five-year anniversary of the date of the 2026 Purchase Agreement. The Placement Agent Warrants are subject to a 180-day lock-up from the date of the 2026 Purchase Agreement pursuant to FINRA Rule 5110(e)(1) and contain customary adjustments in the event of stock dividends, splits, reorganizations or similar events.
See Note 9 to the condensed consolidated financial statements for additional information regarding the 2026 Private Placement.
Treasury Strategies
On June 29, 2026, we announced our intention to opportunistically acquire shares of Space Exploration Technologies Corp. (“SpaceX”) to be held as a long-term strategic treasury asset. We expect the initial allocation, and any future additions, to represent a modest portion of our cash on hand and not to interfere with our operating priorities, planned capital expenditures, or ability to fund our core operations and strategic plan. As of June 30, 2026, and through the date of this Quarterly Report, we had not acquired any SpaceX shares under this strategy.
On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our corporate treasury under which, subject to board approval, we may allocate excess cash from operations toward Bitcoin purchases, convert interest earnings from cash held in money market accounts into Bitcoin, and allocate a portion of future capital raises to Bitcoin acquisitions. To date, we have not purchased any Bitcoin under this policy. For fiscal year 2025, we did not identify excess cash from operations available for Bitcoin purchases, and the interest income of $19,094 generated in 2025, which had been designated for Bitcoin purchases, has not yet been converted. We did not allocate any portion of the net proceeds of the 2026 Private Placement to Bitcoin acquisitions, and the proceeds are intended to be used for the purposes described under “2026 Private Placement” above. Any future purchases of Bitcoin, including any conversion of designated interest earnings or allocation of proceeds from future capital raises, remain subject to board approval and will be evaluated in light of our operating priorities and liquidity needs.
Office Lease
In July 2026, we entered into a Commercial Sublease Agreement for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas, which serves as our corporate headquarters. The sublease has a 53-month term commencing July 13, 2026 and expiring November 30, 2030, with total undiscounted future minimum base rent payments of approximately $1,135,146, plus our proportionate share of operating expenses, real estate taxes, and landlord insurance. Upon execution we paid a security deposit of $21,906 and prepaid rent of $131,436. See Note 14 to the condensed consolidated financial statements.
On December 8, 2025, the Company entered
into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock
to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement,
dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume
on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its
common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance. See Note 14 – Subsequent Events
for additional information.
As a result of Ms. Ekberg Tsai’s resignation,
the Company’s Audit Committee is 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.Committee, The cure periodwhich extends until the earlier of the Company’s next annual shareholders’meeting meetingof shareholders 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.2026.
On March 24, 2026, the companyCompany announced an annual
meeting of shareholders scheduled for June 11, 2026. AsOn aJune result,29, 2026, the Company announced that the annual meeting has been rescheduled for September 15, 2026. Because the rescheduled annual meeting will occur after September 3, 2026, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)
extends untilexpires theon dateSeptember of3, the annual meeting.2026. The Company is actively evaluating potential candidates to fill the vacancy on its Audit
Committee and intends to regainappoint compliancea withinnew independent director to the applicableAudit cureCommittee period.on or before that date.
Operating Expenses
Selling, generalGeneral and,and administrativeAdministrative
Summary of Statements of Operations for the
Three Months Ended MarchJune 31,30, 2026 and 2025
Net Sales
Net sales increased by $120,914 for the three months ended June 30, 2026, to $124,914, compared to $4,000 for the three months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Operating Expenses
Operating expenses decreased
by $1,274,646$296,546 for the three months ended MarchJune 31,30, 2026. This decrease was primarily driven by lower general and administrative costs,
including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including
personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary
silicon anode.
Other incomeexpense decreasedincreased by $11,983,674$1,192,684 for the
three months ended MarchJune 31,30, 2026. This increase was largely driven by a gainloss of $561,350$917,780 due to a change in the fair value of derivative
liabilities related to the Forward Purchase Agreement and warrants related to the March private placement financing, compared to a gain
loss of $12,417,450$216,150 in the three months ended MarchJune 31,30, 2025. Additionally,Other thereexpense wasfor the quarter also included a $549,915 non-cash write-off of deferred offering costs associated with a registration statement the Company withdrew in June 2026, and interest expense of $147,233$153,597 primarily related to the
Company’s short-term notes.
Summary of Statements of Operations for the Six Months Ended June 30, 2026 and 2025
Net Sales
Net sales increased by $206,340 for the six months ended June 30, 2026, to $210,340, compared to $4,000 for the six months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Operating expenses decreased by $1,571,192 for the six months ended June 30, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Other Income (Expense)
Other expense increased by $13,176,358 for the six months ended June 30, 2026. This increase was largely driven by a loss of $356,430 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing, compared to a gain of $12,201,300 in the six months ended June 30, 2025. Additionally, there was interest expense of $300,830 primarily related to the Company’s short-term notes.
The following tables set forth a summary of our cash flows for the periods indicated:
For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities
was $141,863.$4,115,341. This primarily resulted from net loss of $1,430,668,$4,317,424, which included non-cash gainloss of $561,350$356,430 due to a change in the fair
value of derivative liabilities related to the Forward Purchase Agreement and March Private Placement warrants. These non-cash gainslosses were
added back to reconcile net income to net cash used in operating activities, as part of non-cash adjustments that also included depreciation
and amortization, stock-based compensation and amortization of debt discount,discount and accrued interest related to short-term notes payable – related party, totaling $186,186.$1,126,636. Additionally, changes in operating assets
and liabilities used $1,399,991$911,680 of cash from operating activities, driven primarily by a $2,043,286$847,995 increase in accounts payable and accrued
expenses. The increasedecrease in accounts payable and accrued expenses was mainly due to higher accrued expenses linked to capital raising.expenses.
For the threesix months ended MarchJune 31,30, 2025, cash
used in operating activities was $2,342,278.$3,255,997. This primarily resulted from net income of $9,194,630,$7,080,771, which included non-cash gain of $12,417,450
$12,201,300 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March and August Private Placement
warrants. These non-cash gains were added back to reconcile net income to net cash used in operating activities, as part non-cash adjustments
that also included depreciation and amortization, stock-based compensation non-cash interest expense, totaling $11,502,027.$10,901,440. Additionally,
changes in operating assets and liabilities used $34,881$564,672 of cash from operating activities, driven primarily by a $607,376$431,608 increase in
other current assets. The increase in other current assets was due to the financing arraignmentarrangement associated with the directors and officers’
officers insurance policy.
For the threesix months ended MarchJune 31,30, 2026, the
Company used cash of $23,975$45,432 in investing activities consisting of capitalized patent costs.
For the threesix months ended MarchJune 31,30, 2025, the
Company used cash of $40,156$181,498 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
For the three months ended March 31, 2026, the
Company did not generate cash from financing activities.
For the threesix months ended MarchJune 31,30, 2025,2026, the
Company generatednet cash provided by financing activities was $31,633,363. This consisted primarily of $198,875net proceeds of approximately $32.2 million from financingthe activities.2026 ThePrivate CompanyPlacement, receivedafter proceedsdeducting fromthe warrantplacement exercisesagent offee $241,546.and These
increasesoffering wereexpenses paid and partially offset by repaymentthe repayments of short-term notes of $42,671.$696,732.
For the six months ended June 30, 2025, the Company generated cash of $198,415 from financing activities. The Company received proceeds from warrant exercises of $241,546. These increases were offset by repayment of short-term notes of $42,671.
Going Concern Considerations, Liquidity and Capital Resources
Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. These conditions, together with the Company’s limited cash resources in prior periods and its default under an outstanding promissory note, previously raised substantial doubt about the Company’s ability to continue as a going concern, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
In June 2026, we completed a private placement of 750,000 shares of common stock and pre-funded warrants to purchase 1,583,000 shares of common stock, for aggregate gross proceeds of approximately $35.0 million (approximately $32.2 million net of placement agent fees and offering expenses).
As of June 30, 2026, we had cash and cash equivalents of $27,677,315. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and — against our existing cash and cash equivalents, and has concluded that we have sufficient liquidity to fund our operations and satisfy our obligations as they become due for at least one year following the date the financial statements included in this Quarterly Report are issued. Accordingly, the conditions that previously raised substantial doubt about our ability to continue as a going concern have been alleviated. See Note 1 to the condensed consolidated financial statements.
During the six months ended June 30, 2026, we incurred losses from operations totaling $4,317,424 and net cash used in operating activities of $4,115,341. As of June 30, 2026, we had an accumulated deficit of $167,689,963. We expect to continue to incur such losses for at least the next twelve months, and we expect our expenditures to increase as we advance our development and commercialization activities. Our longer-term capital requirements will depend on many factors, including the pace of our technology development, the buildout of manufacturing capabilities, and our ability to generate revenue. We may seek to raise additional capital through the sale of equity securities, government grants, or debt financing; however, there is no assurance that additional financing will be available on terms favorable to us, or at all.
Since Solidion’s inception, the Company
has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Company’s ability
to continue as a going concern. Management’s ability to fund our operations and capital expenditures depends on our ability to raise
additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative,
regulatory, and other conditions, some of which are beyond our control. We are currently engaged in discussions with various financing
counterparties to secure sufficient capital to meet our business needs for the foreseeable future. The Company plans to finance its operations
with proceeds from the sale of equity securities, government grants and loans, or debt; however, there is no assurance that management’s
plans to obtain additional debt, grants or equity financing will be successfully implemented or implemented on terms favorable to the
Company.
As of March 31, 2026, we had an accumulated deficit of $164,803,207.
Additionally, $1,114,594 in NUBI transaction costs incurred at the Closing Date in connection with the Merger remain outstanding and are
due within the next twelve months. During the three months ended March 31, 2026, we incurred losses from operations totaling $1,774,293
and net cash used in operating activities of $141,863. We expect to continue to incur such losses for at least the next twelve (12) months.
At MarchJune 31,30, 2026, we have no obligations, assets
or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability of the interim reporting guidance, improves the organization and navigability of the interim disclosure requirements, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material effect on the entity. The ASU is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures.
STI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (4 insiders, 5 trade dates, 33,014 shares, about $694.4K) and open-market sales in 2 filings (2 insiders, 2 trade dates, 569,888 shares, about $15.9M). Net open-market shares: -536,874 (purchases minus sales); net value about -$15.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-15 | Davis John Linzy |
Disposition to issuer | 19,915 | $7.03 | $140.0K |
| 2026-09-14 | Prantsevich Vlad |
Open-market purchase | 1,030 | $7.13 | $7.3K |
| 2026-09-14 | Prantsevich Vlad |
Other | 2,425 | — | — |
| 2026-09-14 | Tjon Karin-Joyce |
Open-market purchase | 5,000 | $7.20 | $36.0K |
| 2026-09-09 | Winters Jaymes |
Other | 3,725 | — | — |
| 2026-09-09 | Winters Jaymes |
Open-market purchase | 984 | $7.11 | $7.0K |
| 2026-09-01 | Davis John Linzy |
Grant/award | 12,853 | — | — |
| 2026-09-01 | Tjon Karin-Joyce |
Grant/award | 12,853 | — | — |
| 2026-09-01 | Tjon Karin-Joyce |
Other | 200 | — | — |
| 2026-09-01 | Schwartz Mark N |
Grant/award | 4,296 | — | — |
| 2026-09-01 | Robinson Dante W |
Grant/award | 4,296 | — | — |
| 2026-09-01 | Ellen Kimi L |
Grant/award | 4,296 | — | — |
| 2026-06-05 | Ikezi Henry |
Open-market sale | 13,500 | $44.89 | $606.0K |
| 2026-06-05 | Ikezi Henry |
Option exercise | 214,037 | $3.10 | $663.5K |
| 2026-06-05 | Ikezi Henry |
Other | 214,037 | — | — |
| 2026-06-05 | Ikezi Henry |
Other | 214,037 | — | — |
| 2026-06-05 | Ikezi Henry |
Open-market purchase | 2,000 | $36.00 | $72.0K |
| 2026-06-05 | Ikezi Henry |
Open-market sale | 192,437 | $37.31 | $7.2M |
| 2026-06-04 | Ikezi Henry |
Open-market purchase | 23,000 | $24.66 | $567.2K |
| 2026-06-04 | Ikezi Henry |
Open-market sale | 188,951 | $23.43 | $4.4M |
| 2026-06-04 | Global Graphene Group, Inc. |
Open-market sale | 175,000 | $21.09 | $3.7M |
| 2026-06-03 | Ikezi Henry |
Open-market purchase | 1,000 | $4.85 | $4.8K |
Well-known investors holding STI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 14,659 | $92.5K | — | Sold out |