Solidion Technology Inc. 8-K

What Happened
Solidion Technology, Inc. filed an 8-K on February 12, 2026 (Item 2.02) and a Registration Statement on Form S‑1 relating to a proposed public offering of up to 2,000,000 shares of common stock or, in lieu of shares, pre‑funded warrants. The company provided preliminary, unaudited estimated results for the year ended December 31, 2025: estimated net sales of $0 to $13,350 (2024: $0) and an estimated net loss of $(30.0) million to $(38.0) million (2024 net loss: $(25,929,003)). These estimates are management-prepared and have not been audited or reviewed by the company’s auditor, CBIZ CPAs P.C.

Key Details

• S‑1 Offering: up to 2,000,000 common shares or pre‑funded warrants (filed Feb 12, 2026).
• FY2025 preliminary P&L: Net sales $0–$13,350 (2024: $0); Net loss $(30.0M)–$(38.0M) (2024: $(25.93M)).
• Balance sheet snapshots: Cash & cash equivalents estimated $200,000–$250,000 (Dec 31, 2024: $3,353,732); Total debt estimated $2.9M–$2.95M (2024: $1,917,962).
• Drivers cited: larger net loss mainly from non‑cash fair value losses on derivative liabilities tied to a Forward Purchase Agreement and warrants from 2024 private placements; higher R&D, validation, prototype scale‑up, business development and G&A spend; unsecured promissory note with Great Point Capital, LLC executed Oct 29, 2025.
• Auditor note: CBIZ has not audited/reviewed these preliminary estimates; final audited FY2025 financials will be filed after the audit.

Why It Matters
The filing signals Solidion is pursuing a near‑term capital raise (S‑1) while reporting materially higher estimated losses and much lower cash on hand at year‑end 2025 versus 2024. For investors, the key facts are the sharp drop in cash (to roughly $0.2–0.25M), increase in debt, and wider reported loss driven largely by non‑cash derivative adjustments—factors that can increase the company’s near‑term need for financing. Because the numbers are preliminary and unaudited, investors should wait for the audited FY2025 statements and S‑1 offering details before drawing final conclusions.