Solidion Technology Inc. 8-K

What Happened
Solidion Technology, Inc. announced on June 7, 2026 that it entered into a Securities Purchase Agreement for a private placement that will issue 750,000 shares of common stock and pre-funded warrants to purchase up to 1,583,000 additional shares. The offering is expected to close on or about June 9, 2026 and to generate approximately $34.99 million in gross proceeds (about $32 million net after placement agent fees and offering expenses). The company issued a press release the same day announcing the pricing.

Key Details

• Total securities: 750,000 common shares + pre-funded warrants for up to 1,583,000 shares.
• Pricing: common stock purchase price $15.00 per share; pre-funded warrant purchase price $14.9999 (pre-funded warrants carry a nominal exercise price of $0.0001 and are exercisable any time until fully exercised).
• Proceeds: ~ $34.99M gross; estimated ~$32M net after a 7% placement agent fee and expenses.
• Placement agent: Titan Partners Group LLC (division of American Capital Partners) — cash fee 7% of gross proceeds, reimbursement of documented out-of-pocket expenses (legal fee cap $120,000); placement agent to receive warrants equal to 5% of placement securities, exercisable at $17.25 for five years (subject to a 180‑day FINRA lock-up).
• Resale registration: Company will file a Form S-1 (or S-3 if available) within 15 calendar days of closing and will use commercially reasonable efforts to cause it to be effective (15 days if no full SEC review; 60 days if full review).
• Lock-ups and exercise limits: Company directors, officers and >10% holders agreed to 45‑day lock-ups following effectiveness of the resale registration statement; holders of pre-funded warrants are subject to a beneficial ownership cap of 4.99% (or 9.99% if elected).

Why It Matters
This financing provides Solidion with immediate capital (net ~ $32M) to support commercialization of its Extreme‑Climate Battery technology, meet customer demand, expand inventory, advance prototype development and for working capital. For investors, the capital raise dilutes current shareholders (new shares + potential warrant exercises) but strengthens the company’s balance sheet to fund product commercialization; the registration filing will enable resale of the securities after the registration statement becomes effective. The placement agent warrants and customary lock-ups are typical for private placements and could affect near‑term float and trading liquidity once registration occurs.