Solidion Proposes to Acquire Flux Power Inc. in All Cash Deal but Faces Resistance from Flux Management and Board of Directors

DALLAS, Sept. 30, 2026 /PRNewswire/ -- Solidion Technology, Inc. (NASDAQ: STI) ("Solidion Technology" or "the Company"), an advanced battery technology solutions provider, today announced its intent to pursue the acquisition of Flux Power Holdings, Inc. (NASDAQ: FLUX) ("Flux Power" or "Flux") and issued an open letter to FLUX shareholders regarding the proposed transaction.

"Solidion remains prepared to engage constructively with Flux's Board and management and believes Flux shareholders deserve the opportunity to choose between money now and little or no money later," said Jaymes Winters, Chairman and CEO of Solidion Technology.

An Open Letter to the Shareholders of Flux Power Holdings Inc.

To the Shareholders of Flux Power Holdings Inc.:

While Solidion believes that Flux has valuable products, customers, talent and commercial infrastructure, the stock price does not represent the forthcoming dilution of shareholder equity due to issuance of common or preferred stock at the current bid price. Because of this, Solidion's non-binding indication of interest is priced under yesterday's closing price when taking into account identified accounting adjustments. In Solidion's view, Flux's deteriorating financial performance demonstrates the need for management change, greater operating discipline and a renewed focus on creating shareholder value. As illustration, in Solidion's view:

The acquisition directly advances Solidion's revenue and customer-growth strategy. Solidion's next phase of growth is focused on converting its technology and intellectual property into revenue, customers and commercial scale. Solidion believes that Flux provides an established revenue base, customers, products, manufacturing capabilities and market access in line with the goals Solidion has set to maximize shareholder value.
Flux's financial performance demonstrates the need for change. Fiscal 2026 revenue declined approximately 37% to $42.1 million from $66.4 million in fiscal 2025, while Flux reported a $6.5 million operating loss, a $7.4 million net loss and approximately $5.9 million of negative operating cash flow. Flux ended fiscal 2026 with approximately $0.3 million of cash and an accumulated deficit of approximately $113.8 million.
Flux faces significant liquidity and financing challenges. Flux's independent auditor raised substantial doubt regarding Flux's ability to continue as a going concern, and Flux remains in default under its Gibraltar Business Capital credit agreement. Under the September 18, 2026 amendment, Gibraltar requires Flux to raise at least $4 million of equity capital within 50 days, opening up to considerable shareholder dilution.
The proposed $4 million facility will substantially dilute Flux shareholders. Although the proposed all cash acquisition price/share will likely be lower than the closing price as of September 28, 2026, in Solidion's view, it will be higher than the anticipated price that would follow a substantially discounted, highly dilutive financing facility.
Solidion believes it can bring greater financial and operating discipline to Flux. Solidion reported approximately $27.7 million in cash and cash equivalents as of June 30, 2026. Following a transaction, Solidion would seek to create a leaner operating structure, including evaluating opportunities to consolidate SG&A and public-company costs, while prioritizing customer acquisition and retention, sales growth, product competitiveness and investments capable of generating sustainable commercial returns.

Solidion has made several attempts to engage with Flux's management and Board of Directors, but we do not believe they have responded with the urgency warranted by Flux's financial condition.

Sincerely,

Jaymes Winters
Chairman and Chief Executive Officer
Solidion Technology, Inc.

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.

Important Information Regarding the Proposed Transaction

Solidion has expressed its interest in pursuing a potential acquisition of Flux Power Holdings, Inc. No assurance can be given that a definitive agreement will be entered into or that any transaction will ultimately be commenced or consummated. This is not a legally binding obligation, offer, or commitment by either party. No past, present, or future expression of intent, proposal, discussion, or course of conduct shall give rise to any legally binding contract or obligation to proceed with or close the proposed transaction unless and until a definitive written acquisition agreement has been fully executed. Any proposed transaction would be subject to applicable legal and regulatory requirements, the completion of due diligence, financing considerations, required approvals and other customary conditions.

This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. Additionally, this communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Solidion has made for a business combination transaction with Flux. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document the parties may file with the SEC in connection with the proposed transaction. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If and when a transaction is commenced, Solidion expects to file applicable materials with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read such materials carefully and in their entirety when and if they become available because they will contain important information.

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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