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Stockholders’ Equity (Deficit)
 6 Months Ended
Jun. 30, 2026
Stockholders’ Equity (Deficit) [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.

 

Common Stock

 

The Company is authorized to issue 300,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 8,512,771 and 7,465,283 shares of common stock issued and outstanding, respectively.

 

Equity Financing

 

On March 13, 2024, Solidion entered into a private placement transaction (the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $3,850,000. As part of the March Private Placement, the Company issued an aggregate of 102,667 units consisting of common stock and Series A and Series B Warrants.

 

On August 30, 2024, the Company entered into a private placement transaction (the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $4,000,000.

 

As part of the August Private Placement, the Company issued an aggregate of 244,349 units consisting of common stock and Series C and Series D Warrants. As of December 31, 2025, all Series C and Series D Warrants had been converted into or exchanged for shares of common stock and no warrants remained outstanding.

 

The Company accounts for the outstanding PIPE Warrants as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting fair value is recorded as a Derivative liability on the condensed consolidated balance sheets, and records changes in the fair value of the PIPE Warrants as a non-cash other income (expense) within Change in fair value of derivatives account on the Company’s condensed consolidated statements of operations.

 

On June 7, 2026, the Company entered into a securities purchase agreement with an institutional investor providing for the sale, in a private placement, of 750,000 shares of common stock and Pre-Funded Warrants to purchase up to 1,583,000 shares of common stock, for aggregate gross proceeds of approximately $35.0 million. The 2026 Private Placement closed on June 9, 2026, and the 750,000 shares are included in shares issued and outstanding as of June 30, 2026. See Note 9 for a description of the 2026 Private Placement and Note 8 for the terms of the Pre-Funded Warrants and the Placement Agent Warrants issued in connection therewith.