Form 8-K

8-K — Solidion Technology Inc.

Accession: 0001213900-26-088394

Filed: 2026-08-12

Period: 2026-08-06

CIK: 0001881551

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301771-8k_solidion.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 6, 2026 (ea030177101ex99-1.htm)

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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):

August 6, 2026

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.)

1900 N. Pearl Street, Suite 1750

Dallas, TX 75201

(Address of principal executive offices, including

zip code)

(972) 918-5120

Registrant’s telephone number, including

area code:

13355 Noel Road, Suite 1100, Dallas, TX, 75240

(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 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Solidion Technology, Inc. (the

“Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026 and disclosing

certain recent business highlights. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on

Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form

8-K, including the information contained in the press release furnished as Exhibit 99.1, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that

section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as

amended or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing,

except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 12, 2026

SOLIDION TECHNOLOGY, INC.

By:

/s/ Jaymes Winters

Name:

Jaymes Winters

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 6, 2026

EX-99.1

Filename: ea030177101ex99-1.htm · Sequence: 2

Exhibit 99.1

Private Placement Eliminates Balance Sheet Overhang

and Alleviates Previously Disclosed Going Concern Doubt

DALLAS, Aug. 6, 2026 /PRNewswire/ --

Solidion Technology Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions

provider, today has released Second Quarter 2026 Financial and Operating Results. The condensed consolidated financial”statements

of Solidion and additional information can be found in Solidion’s Form 10-Q, filed with the Securities and Exchange Commission,

August 6, 2026 (the “Form 10-Q”). This earnings release should be read together with the information contained in the Form

10-Q.

Previously Announced Recent Business

Highlights

Business Development

● Successful demonstration of a high-power 9.5Ah pouch cell designed for industrial and

military drone applications. The prototype delivered exceptional power stability, retaining approximately 95% of its capacity

at a 10C discharge rate, a significant improvement over typical market pouch cells, which average 78% retention at 5C. Solidion expects

to make the pouch cell commercially available in Q2 2026. Solidion is working toward commercial availability of the pouch cell and will

provide updates as development progresses.

● The Company unveiled its new PEAK Series, an advanced UPS battery system engineered specifically

for AI data centers, leveraging the Company’s high-performance 5500 silicon-carbon anode cell. The system delivers up to 30% space

savings, significantly lower total cost of ownership, and up to three times longer life than conventional backup solutions. Commercial

availability is expected in 2026, with Solidion currently working with select data center partners on early integration and testing.

Technological Advancements, Business Development

and Corporate Updates:

● $35 Million Private Placement (June 7, 2026): Solidion announced a securities purchase agreement

with a new institutional investor for 750,000 shares of common stock and pre-funded warrants to purchase 1,583,000 shares in a private

placement priced above market under Nasdaq rules, generating $35 million in gross proceeds and closing on June 9, 2026. Net proceeds are

earmarked to accelerate commercialization of the Company’s patented Extreme-Climate Battery technology, fulfill customer demand,

expand inventory, advance prototype development, and support general working capital needs, with Titan Partners, a division of American

Capital Partners, serving as sole placement agent.

● Gen-ECB / Space Battery Technology (June 4, 2026): Solidion unveiled its patented Generation

Extreme-Climate Battery (Gen-ECB) platform, engineered to power satellites, LEO-based AI data centers, crewed spacecraft, and future lunar

infrastructure as commercial space activity accelerates. The technology leverages graphene’s thermal conductivity and radiation

resistance to actively manage cell temperature, enabling reliable operation from −80°C to +60°C and demonstrating over 500

charge cycles at −40°C — a key durability benchmark for missions like NASA’s Artemis program. Paired with the Company’s

silicon-rich solid-state, anode-less lithium metal, and lithium-sulfur chemistries (targeting 380+ Wh/kg), the platform positions Solidion

— backed by its 385+ patent portfolio — to supply high-reliability, domestically sourced power storage for satellites, Starship

operations, and lunar surface systems, diversifying its revenue opportunity alongside its existing EV and AI data center UPS markets.

● The Company previously announced that it has entered into a non-binding Memorandum of Understanding with

an entity that manufactures and distributes energy storage systems.

● The Company has been awarded a grant to advance research and development of Electrochemical Manufacturing

of High-Performance Graphite Based on Biomass-Derived Carbon. This award is one of the projects funded by ARPA-E, the Advanced Research

Projects Agency, from their highly competitive OPEN program.

● The Company has been awarded a 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 from

the U.S. Department of Energy (DOE).

● The Company has been awarded a grant to develop an advanced fiber-based electronic battery system built

on a coaxial carbon nanotube (CNT) yarn architecture from the U.S. Department of War/Army STTR Program.

● Solidion Technology completed a major restructuring of its August 2024 equity financing, eliminating all Series

C and D Pre-Funded Warrants, along with the corresponding derivative liability, significantly strengthening the balance sheet and

reducing future dilution risk. Long-term investors Madison Bond LLC and Bayside Project LLC converted their entire warrant allocation

into common stock, and agreed to lock-up restrictions on those shares, subject to certain exceptions, which supports shareholder alignment

and Solidion’s long-term growth strategy.

CEO Statement:

“Solidion’s much improved balance

sheet reflects the commitment of long term shareholders and reaffirms the strategy of building an organization that can compete revenue

wise,” said Jaymes Winters, Chief Executive Officer of Solidion Technology.

Q2 2026 Financial Highlights

● $27.7 million in cash and cash equivalents at June 30, 2026, compared to $0.2 million at December 31,

2025. Following the completion of the private placement, the substantial doubt about the Company’s ability to continue as a going

concern previously disclosed has been alleviated.

● $124,914 in revenue from government grants and delivery of Solidion’s proprietary silicon anode

products.

● $1.4 million loss from continuing operations, reflecting decreased spending on professional services and

other public company expenses.

● Net Loss of $2.9 million, or $0.35 per basic share, including a non-cash loss of $0.9

million related to change in fair value of derivatives.

See below for additional information on Solidion’s

operational results:

Summary of Statements of Operations for

the Three Months Ended June 30, 2026 and 2025

For the Three Months Ended

June

30,

2026

2025

(Restated)

Net sales

$ 124,914

$ 4,000

Cost of goods sold

2,327

Operating expenses

1,492,251

1,788,797

Total other expense

(1,519,419 )

(326,735 )

Net loss

$ (2,886,756 )

$ (2,113,859 )

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 $296,546 for the

three 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 $1,192,684 for the

three months ended June 30, 2026. This increase was largely driven by a loss of $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 loss

of $216,150 in the three months ended June 30, 2025. Other expense for 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 $153,597 primarily

related to the Company’s short-term notes.

About Solidion Technology, Inc.

Headquartered in Dallas, Texas with pilot production

facilities in Dayton, Ohio, Solidion’s (NASDAQ: STI) core business includes manufacturing of battery materials and components,

as well as development and production of next-generation batteries for energy storage systems, including UPS systems serving the artificial

intelligence (AI) data center market and electric vehicles for ground, aerospace, and sea transportation. Solidion holds a portfolio of

over 385 patents, covering innovations such as high-capacity, silane gas free and graphene-enabled silicon anodes, biomass-based graphite,

advanced lithium-sulfur and lithium-metal technologies.

For more information, please visit www.solidiontech.com or

contact Investor Relations.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc., (NASDAQ: STI) (the “Company,”

“Solidion,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions

of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor

legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,”

“anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,”

“is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking

statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future

developments or otherwise, except as may be required by law.

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