Solidion Technology issued an open letter to the shareholders of Flux Power Inc (Nasdaq ticker: FLUX). Solidion proposed to acquire Flux Power Inc through a full-equity transaction, but claimed that it faced resistance from the management and board of directors of Flux.
Dallas, September 30, 2026 / CNW / -- Solidion Technology, Inc. (Nasdaq ticker: STI, hereinafter referred to as “Solidion Technology” or “the Company”) today announced its plan to acquire Flux Power Holdings, Inc. (Nasdaq ticker: FLUX, hereinafter referred to as “Flux Power” or “Flux”), and issued a letter to the shareholders of FLUX regarding the proposed transaction.
Solidion Technology CEO Jaymes Winters stated: " Solidion is still willing to engage in constructive communication with Flux's board of directors and management, and believes that Flux shareholders should have the option: either to receive cash now, or to receive almost no cash, or even no cash at all in the future."
Open Letter to the Shareholders of Flux Power Holdings Inc
To Flux Power Holdings Inc Shareholders:
Although Solidion believes that Flux possesses valuable products, customers, talent, and sales infrastructure, the stock price does not reflect the potential dilution of equity that would arise from future issuance of common or preferred shares at the current purchase price. For this reason, Solidion's non-binding indicative offer is lower than yesterday's closing price, and it has taken into account the identified accounting adjustments. Solidion states that the deterioration in Flux's financial performance indicates a need for management changes, stricter operational discipline, and a renewed focus on creating value for shareholders. Solidion lists the following viewpoints:
- This acquisition directly aligns with Solidion's strategy of driving revenue and customer growth. The next phase of growth for Solidion is to transform its own technology and intellectual property into income, customers, and scaled business. Solidion believes that the combined revenue base, customer base, products, manufacturing capabilities, and market channels brought about by Flux are in line with its goal of maximizing shareholder value.
- The financial results of Flux indicate that the company needs to make changes. In fiscal year 2026, Flux's revenue decreased by approximately 37%, from $66.4 million in fiscal year 2025 to $42.1 million; at the same time, it recorded a operating loss of $6.5 million, a net loss of $7.4 million, and an operating cash outflow of about $5.9 million. Flux held approximately $300,000 in cash at the end of fiscal year 2026, with a cumulative deficit of about $113.8 million.
- Flux is facing serious liquidity and financing issues. The independent auditor of Flux has raised significant doubts about its ability to continue as a going concern, and Flux continues to violate the credit agreement signed with Gibraltar Business Capital. According to the amendments dated September 18, 2026, Gibraltar requires Flux to raise at least $4 million in equity capital within 50 days, which may lead to a significant dilution of shares.
- The proposed transaction of $4 million will result in a significant dilution of the shares held by Flux shareholders. Although the full equity acquisition price offered by Solidion may be lower than the closing price on September 28, 2026, calculated per share, Solidion believes that this price will still be higher than what shareholders might obtain after a financing transaction that involves a substantial discount and significant dilution.
- Solidion believes that it can bring stronger financial and operational discipline to Flux. As of June 30, 2026, Solidion held approximately $27.7 million in cash and cash equivalents. If the transaction is completed, Solidion will strive to establish a more streamlined operational structure, which includes evaluating opportunities to reduce management expenses and costs related to being a listed company. At the same time, priority will be given to customer acquisition and retention, sales growth, product competitiveness, and investments that can generate sustainable commercial returns.
Solidion indicates that the company has made multiple attempts to contact the management and board of directors of Flux, but feels that they have not demonstrated the necessary urgency regarding the financial situation of Flux.
Yours sincerely,
Jaymes Winters
Chief Executive Officer
Solidion Technology, Inc.
Regarding Solidion Technology, Inc.
Solidion is headquartered in Dallas, Texas, and has a pilot production base in Dayton, Ohio. The company's main business includes the manufacturing of battery materials and components, as well as research and development and production for next-generation batteries, which are used in energy storage systems, including uninterruptible power supply systems for the artificial intelligence data center market, as well as electric vehicles for land, aerospace, and maritime transportation. Solidion holds over 385 patents, covering innovative technologies such as high-capacity, silane-free, graphene-based silicon anodes, biomass graphite, advanced lithium-sulfur, and lithium metal.
For more information, please visit www.solidiontech.com or contact the Investor Relations department.
Important Information Regarding the Proposed Transaction
Solidion has expressed an intention to acquire Flux Power Holdings, Inc. However, there is no guarantee that a formal agreement will be signed in the end, nor is there any assurance that the transaction will be proposed or completed. This is neither a legally binding obligation nor an offer or commitment by either party. Any expression of intent, proposal, discussion, or action, whether in the past, present, or future, will not result in a legally binding contract or an obligation to complete the transaction unless a written acquisition agreement has been formally signed. Any proposed transaction will be subject to applicable laws and regulations, due diligence, financial considerations, necessary approvals, and other customary conditions.
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation to sell securities. Furthermore, this communication does not constitute an offer to purchase or a solicitation to sell securities. This communication relates to a proposal put forward by Solidion to merge with Flux. This communication cannot replace a proxy statement, registration statement, offering document, prospectus, or any other documents that may be submitted by either party to the U.S. Securities and Exchange Commission (SEC) regarding the proposed transaction. This document does not constitute an offer to sell securities or a solicitation to purchase securities, and no securities will be sold in any jurisdiction where such an offer, solicitation, or sale is not registered or qualified under the securities laws of that jurisdiction. If the transaction proceeds, Solidion expects to submit the required documents to the U.S. Securities and Exchange Commission (SEC). Investors and security holders are advised to read the full documents carefully once they become available, as they will contain important information.
Forward-looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc. (Nasdaq ticker: STI) (hereinafter referred to as the “Company”, “Solidion”, “we”, “our company” or “our”). The Company wishes to benefit from the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and has included relevant disclaimers in this notice. Terms such as “expects”, “believes”, “can”, “estimates”, “continues”, “anticipates”, “intends”, “should”, “plans”, “may”, “goal”, “potential”, “perhaps”, “expects”, and similar expressions that refer to the Company are intended to identify forward-looking statements. Except as required by law, we have no obligation to update these forward-looking statements publicly due to new information, future developments, or other reasons.
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