Solidion Technology to Flux Power Inc. (Nasdaq ticker: FLUX) Open Letter to Shareholders
Solidion proposed to acquire Flux Power Inc through a all-cash transaction, but this was opposed by the management and board of directors of Flux.
Dallas, September 30, 2026 / PRNewswire / -- Solidion Technology, Inc. (Nasdaq ticker: STI) ("Solidion Technology" or "the Company") is a provider of advanced battery technology solutions. The Company announced today that it plans to acquire Flux Power Holdings, Inc. (Nasdaq ticker: FLUX) ("Flux Power" or "Flux"), and has sent a letter to the shareholders of FLUX regarding the proposed transaction.
Solidion Technology Chairman and CEO Jaymes Winters stated: " Solidion is still willing to engage in constructive communication with the board of directors and management of Flux. We believe that Flux shareholders should have the opportunity to choose between 'getting cash now' and 'possibly getting very little or no cash 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 business infrastructure, its stock price does not reflect the impending dilution of equity that would result from issuing common or preferred stocks at the current pricing. Therefore, the non-binding indicative offer made by Solidion is lower than yesterday's closing price, and it has taken into account the identified accounting adjustments. Solidion states that Flux's continuously deteriorating financial performance indicates that the company needs a new management team, stronger operational discipline, and a renewed focus on creating shareholder value. Solidion provides the following example:
- This acquisition will directly drive the revenue and customer growth strategy of Solidion. The next phase of growth for Solidion focuses on transforming technology and intellectual property into revenue, customers, and business scale. Solidion believes that Flux's existing revenue base, customers, products, manufacturing capabilities, and market access are in line with its goal of maximizing shareholder value.
- The financial performance of Flux indicates that change is imperative. Solidion states that Flux's revenue for the fiscal year 2026 decreased by approximately 37% to 42.1 million US dollars, compared to 66.4 million US dollars in the fiscal year 2025; at the same time, Flux reported a operating loss of 6.5 million US dollars, a net loss of 7.4 million US dollars, and a negative cash flow of about 5.9 million US dollars. Flux held approximately 300,000 US dollars in cash at the end of the fiscal year 2026, with a cumulative deficit of about 113.8 million US dollars.
- Flux is facing serious liquidity and financing issues. The independent auditors of Flux have raised significant doubts about its ability to continue as a going concern. In addition, Flux has yet to fulfill the credit agreement with Gibraltar Business Capital. According to the revised terms dated September 18, 2026, Gibraltar requires Flux to raise at least $4 million in equity funds within 50 days, which could lead to a significant dilution of shareholders' holdings.
- The proposed financing arrangement of $4 million will significantly dilute the shareholders of Flux. Solidion stated that although the proposed acquisition price per share may be lower than the closing price on September 28, 2026, it will still be higher than the price expected to result from a significantly reduced and heavily diluted financing arrangement.
- Solidion believes that it can bring more financial and operational discipline to Flux. Solidion stated that as of June 30, 2026, the company held approximately $27.7 million in cash and cash equivalents. Upon completion of the transaction, Solidion will seek to streamline the company's structure, which includes considering the integration of sales, general and administrative expenses, as well as costs associated with being a listed company. At the same time, priority will be given to customer acquisition and retention, revenue growth, product competitiveness, and investments that can generate sustainable commercial returns.
Solidion indicates that the company has made multiple attempts to communicate with the management and board of directors of Flux, but feels that they have not responded sufficiently urgently to the financial situation of Flux.
Yours sincerely,
Jaymes Winters
Chairman and Chief Executive Officer
Solidion Technology, Inc.
Regarding Solidion Technology, Inc.
Solidion is headquartered in Dallas, Texas, and has a testing facility in Dayton, Ohio. Its core business includes the production of battery materials and components, as well as the development and manufacturing of next-generation batteries for energy storage systems. This includes the UPS systems used in AI data centers, as well as electric vehicles for land, air, and sea transportation. Solidion holds over 385 patents, covering innovations in high-capacity silicon anodes, silane-free and graphene-based technologies, biomass graphite, as well as advanced lithium-sulfur and lithium-metal technologies.
For more information, please visit www.solidiontech.com or contact the Investor Relations department.
Important Information Regarding the Proposed Transaction
Solidion has expressed interest in acquiring Flux Power Holdings and Inc. There is no guarantee that a formal agreement will be reached in the end, nor is there any assurance that the transaction will ultimately be initiated or completed. This move does not constitute any legally binding obligation, offer, or commitment on the part of either party. Any prior, current, or future intentions, proposals, discussions, or actions will not result in a legally binding agreement or obligation to proceed with or complete the proposed transaction unless and until a formal written acquisition agreement is fully signed. Any proposed transaction must meet applicable laws and regulatory requirements, undergo due diligence, have financing arrangements in place, obtain necessary approvals, and satisfy other customary conditions.
This notice is for informational purposes only and does not constitute an offer to purchase or a solicitation to sell securities. Furthermore, this notice does not constitute an offer to purchase or a solicitation to sell securities. This notice relates to the proposal made by Solidion to merge with Flux. This notice cannot replace any proxy statements, registration statements, offering statements, prospectuses, or other documents that the parties may submit 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; no securities sales will occur in any jurisdiction where such an offer, solicitation, or sale would be illegal before the required registration or approval under the securities laws of that jurisdiction is completed. If the transaction proceeds, Solidion expects to submit the relevant documents to the U.S. Securities and Exchange Commission. Investors and security holders are encouraged to read the relevant documents carefully and completely 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) (“the Company”, “we”, “us”, or “our”) intends to rely on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and includes this disclaimer in accordance with that law. Words such as “predicts”, “believes”, “may”, “estimates”, “continues”, “expects”, “intends”, “should”, “plans”, “perhaps”, “goal”, “potential”, “possible”, and “anticipates”, as well as similar expressions when referring to us, are intended to identify forward-looking statements. Except as required by law, we have no obligation to publicly update forward-looking statements due to new information, future developments, or other reasons.
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