Stockholders’ Equity (Deficit) |
9 Months Ended |
|---|---|
Sep. 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 September 30, 2026 and December 31, 2025, there were 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 September 30, 2026 and December 31, 2025, there were 8,981,893 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 Series A Warrants issued in the March 2024 private placement (the “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 Black-Scholes option pricing 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 derivative liabilities in 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.
Share Repurchase Program
On September 13, 2026, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $1.0 million of its outstanding common stock (the “Repurchase Program”). Repurchases may be made in open market transactions, in privately negotiated transactions, through block trades, through accelerated share repurchase programs, or otherwise, in accordance with applicable federal securities laws, Nasdaq requirements and state law. The timing and amount of any repurchases depend on market conditions and other factors. The Repurchase Program does not obligate the Company to repurchase any particular number of shares, and it remains in effect until the earliest of (i) the repurchase of the full authorized amount, (ii) March 14, 2028, or (iii) termination by the Board of Directors.
During the three months ended September 30, 2026, the Company repurchased 19,915 shares of common stock at a price of $7.03 per share, for an aggregate cost of $140,002, from an entity affiliated with a member of the Company’s Board of Directors (see Note 5). The repurchased shares were retired immediately upon repurchase. In accordance with the Company’s policy, the excess of the repurchase price over the par value of the shares was recorded as a reduction of additional paid-in capital. As of September 30, 2026, approximately $860,000 remained available for repurchase under the Repurchase Program. |