United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 2.02 Results of Operations and Financial Condition
On June 7, 2024, Solidion Technology, Inc. (the “Company”) announced its first quarter 2024 financial results. Attached as Exhibit 99.1 is a copy of the press release.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall not be deemed to be “`filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 31, 2024, the Company received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company's delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”) by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q to regain compliance; however, there can be no assurance that these events will occur.
Neither the Notice nor the Company's noncompliance with the Rule has an immediate effect on the listing or trading of the Company's securities on Nasdaq, which will continue to trade on The Nasdaq Global Market under the symbol “STI.” The Company continues to work diligently to complete the Form 10-Q and plans to file the same as promptly as possible to regain compliance with the Rule.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on June 6, 2024, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2024, the Company held a Special Meeting of its Stockholders. At the meeting, the following proposals were acted upon:
1. Nasdaq Proposal - Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the potential issuance of shares of our common stock underlying the Warrants in an amount that may be equal to or exceed 20% of our common stock outstanding.
The vote was as follows:
| For | 68,055,000 | |||
| Against | 0 | |||
| Abstain | 0 |
2. Reverse Stock Split - Authorization of the Board to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of all of the Company’s issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50.
The vote was as follows:
| For | % of Shares Outstanding | Against | % of Shares Outstanding | Abstain | % of Shares Outstanding | |||||||||||||||||
| 68,055,000 | 78.31 | % | 0 | 0.00 | % | 0 | 0.00 | % | ||||||||||||||
3. Adjournment Proposal – Approval to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Reverse Stock Split Proposal.
The vote was as follows:
| For | 68,055,000 | |||
| Against | 0 | |||
| Abstain | 0 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 7, 2024 | |
| 99.2 | Press Release dated June 6, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: June 7, 2024 | ||
| SOLIDION TECHNOLOGY, INC. | ||
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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