Solidion Technology Issues an Open Letter to the Shareholders of Flux Power Inc (Nasdaq Code: FLUX)

Solidion proposed to acquire Flux Power Inc through a all-cash transaction, but this was met with resistance from the management and board of directors of Flux.

Dallas, September 30, 2026 / PRNewswire / -- Advanced battery technology solutions provider Solidion Technology, Inc (Nasdaq ticker: STI) ("Solidion Technology" or "the Company") today announced its intention to advance the acquisition of Flux Power Holdings, Inc (Nasdaq ticker: FLUX) ("Flux Power" or "Flux"), and is issuing a letter to the shareholders of FLUX regarding the proposed transaction.

The Chairman and CEO, Jaymes Winters, stated: " Solidion is still prepared to engage in constructive communication with the board of directors and management of Flux, and believes that Flux shareholders should have the opportunity to choose between 'getting money now' and 'possibly getting very little or no money in the future'."

Open Letter to the Shareholders of Flux Power Holdings Inc

To Flux Power Holdings Inc Shareholders:

Solidion believes that Flux possesses valuable products, customers, talent, and business infrastructure, yet its stock price does not reflect the dilution of shareholders' equity that is imminent due to the issuance of common shares or preferred stocks at the current purchase price. Based on this, Solidion's non-binding acquisition offer is priced below yesterday's closing price after taking into account identified accounting adjustments. Solidion believes that Flux's continuously deteriorating financial performance indicates a need for management changes, stronger operational discipline, and a renewed focus on creating shareholder value. For example, Solidion believes that:

• This acquisition has directly advanced the revenue and customer growth strategy of Solidion. The focus of Solidion's next phase of growth is to convert its technology and intellectual property into revenue, customers, and business scale. Solidion believes that Flux possesses a mature foundation in revenue, customers, products, manufacturing capabilities, and market channels, which is in line with their goal of maximizing shareholder value.
• The financial performance of Flux indicates the need for change. In fiscal year 2026, revenue decreased by approximately 37% to $42.1 million, compared to $66.4 million in fiscal year 2025; meanwhile, Flux reported an operating loss of $6.5 million, a net loss of $7.4 million, and approximately $5.9 million in cash outflows from operations. Flux held about $300,000 in cash at the end of fiscal year 2026, with a cumulative deficit of approximately $113.8 million.
• Flux is facing severe liquidity and financing challenges. The independent auditor of Flux has raised significant doubts about its ability to continue as a going concern, and Flux continues to violate its credit agreement with Gibraltar Business Capital. According to the amendments dated September 18, 2026, Gibraltar requires Flux to raise at least $4 million in equity capital within 50 days, which will result in a considerable dilution of shareholders' holdings.
• The proposed $4 million financing instrument will significantly dilute the shareholders of Flux. Although the proposed all-cash acquisition price per share may be lower than the closing price as of September 28, 2026, Solidion believes that this price will be higher than the expected price that might arise after a significant discount and severely dilutive financing arrangement.
• Solidion believes that it can bring stronger financial and operational discipline to Flux. As of June 30, 2026, Solidion held approximately $27.7 million in cash and cash equivalents. Upon completion of the transaction, Solidion will seek to establish a more streamlined operational structure, which includes evaluating opportunities for integrating sales, management, and administrative expenses as well as costs associated with being a public company. At the same time, priority will be given to customer acquisition and retention, sales growth, product competitiveness, and investments that can generate sustainable commercial returns.

Solidion indicates that multiple attempts have been made to communicate with the management and board of directors of Flux, but it is believed that they have not responded to the urgency regarding the financial situation of Flux.

Yours sincerely,

Jaymes Winters

Chairman and Chief Executive Officer

Solidion Technology, Inc.

Regarding Solidion Technology, Inc.

Solidion is headquartered in Dallas, Texas, and has a pilot production facility in Dayton, Ohio. Its core business includes the manufacturing of battery materials and components, as well as the development and production of a new generation of batteries for energy storage systems. These batteries are designed to serve the artificial intelligence (AI) data center market, as well as electric vehicles for ground, aviation, and marine transportation (UPS systems). Solidion holds over 385 patents, covering innovations such as high-capacity, silane-free gas, and graphene-enhanced silicon anodes, biomass graphite, advanced lithium-sulfur, and lithium metal technologies.

For more information, please visit www.solidiontech.com or contact the Investor Relations department.

Important Information Regarding the Proposed Transaction

Solidion has expressed its intention to acquire Flux Power Holdings, Inc. There is no guarantee that a formal agreement will ultimately be signed, or that any transaction will be initiated or completed. This does not constitute any legally binding obligation, offer, or commitment on the part of either party. Unless and until a formal written acquisition agreement is fully signed, any past, present, or future expression of intention, proposal, discussion, or course of action will not give rise to any legally binding contract or obligation to advance or complete the proposed transaction. Any proposed transaction will be subject to applicable laws and regulatory requirements, completion of due diligence, financing factors, required approvals, and other customary conditions.

This communication is for informational purposes only and does not constitute an offer to purchase or an invitation to sell. Furthermore, this communication does not constitute an offer to purchase or an invitation to sell. This communication relates to a business merger proposal submitted by Solidion to Flux. This communication cannot replace any proxy statements, registration statements, tender offers, prospectuses, or other documents that the parties may submit to the U.S. Securities and Exchange Commission (SEC) regarding the proposed transaction. This document does not constitute an offer to sell or an invitation to purchase securities, nor should it constitute a sale, offer, or invitation to sell securities in any jurisdiction where such actions would be illegal under the securities laws of that jurisdiction prior to registration or qualification review. If the transaction proceeds, Solidion expects to submit the applicable materials to the U.S. Securities and Exchange Commission. Investors and security holders are advised to read the relevant materials carefully and completely when they become available, as they will contain important information.

Forward-looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc. (Nasdaq ticker: STI) (“the Company”, “we”, “our”, or “us”) wishes to take advantage of the safe harbor provisions of that act, and therefore includes this cautionary statement herein. Words such as “predicts”, “believes”, “may”, “estimates”, “continues”, “expects”, “intends”, “should”, “plans”, “can”, “aims”, “potential”, “likely”, “anticipates”, and similar expressions related to us are intended to identify forward-looking statements. Except as required by law, we have no obligation to publicly update any forward-looking statements due to new information, future developments, or other reasons.

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