United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2025
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41323 | 87-1993879 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
13344 Noel Road, Suite 1100
Dallas, TX 75240
(Address of principal executive offices, including zip code)
(972) 918-5120
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | STI | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Non-Compliance with Minimum Bid Price
As previously disclosed in a Current Report on Form 8-K filed on August 7, 2024, Solidion Technology, Inc. (the “Company”) received a notice from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), at the time, the Company had been provided an initial compliance period of 180 calendar days, or until January 28, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock needed to meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to January 28, 2025.
As previously disclosed in a Current Report on Form 8-K filed on February 3, 2025, the Company received a Staff determination letter that stated the Company had not regained compliance with the Bid Price Rule, and, as a result, the Company’s common stock was subject to delisting from the Nasdaq Global Market at the opening of business on February 7, 2025 unless the Company timely requested an appeal of this determination before the Nasdaq Hearings Panel (the “Panel”) by February 5, 2025. The Company timely submitted a written request (the “Written Request”) to appeal the Staff’s determination to a Hearings Panel, which stayed the suspension of the Common Stock and the filing of the Form 25-NSE pending the Hearings Panel’s decision.
In response to the Company’s Written Request, on March 5, 2025, the Company received written notification (the “Extension Notice”) from the Panel notifying the Company that the Panel had granted the Company’s request for an additional period, during which the Company will remain listed on Nasdaq, to regain compliance with the Bid Price Rule. Pursuant to the Extension Notice, the Panel granted the Company an additional period until May 16, 2025 to effect a reverse stock split, if necessary, to regain compliance with the Bid Price Rule by May 30, 2025. The extension is subject to certain conditions specified by the Panel in the Extension Notice. While the Company intends to comply with such conditions, there can be no assurance that the Company will be able to regain or remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis or that the Panel will afford the Company additional time to achieve compliance.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 5, 2025 | ||
| SOLIDION TECHNOLOGY, INC. | ||
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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