Solidion Technology has issued an open letter to the shareholders of Flux Power Inc (Nasdaq ticker: FLUX).

Solidion proposed to acquire Flux Power Inc through a all-cash transaction, but claimed that this proposal was opposed by the management and board of directors of Flux.

Dallas, October 1, 2026 / PRNewswire / -- Solidion Technology, Inc. (Nasdaq ticker: STI) announced today its intention to seek the acquisition of Flux Power Holdings, Inc. (Nasdaq ticker: FLUX) ("Flux Power" or "Flux"), and has issued an open letter to the shareholders of Flux regarding the proposed transaction.

Solidion Technology Chairman and CEO Jaymes Winters stated: " Solidion is still willing to cooperate constructively with the board of directors and management of Flux. We believe that Flux shareholders should have the opportunity to choose between 'getting cash immediately' and 'possibly getting very little or no cash 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, professional talent, and a solid business infrastructure, yet its stock price does not reflect the impending dilution of equity resulting from the issuance of common or preferred shares at the current issue price. Therefore, considering the identified balance sheet adjustments, Solidion's non-binding acquisition interest is lower than yesterday's closing price. Solidion believes that Flux's continuously deteriorating financial performance indicates that the company needs to replace its leadership, strengthen operational discipline, and refocus on creating shareholder value. Solidion believes:

• The acquisition will directly drive the revenue and customer growth strategy of Solidion. The next phase of growth for Solidion is to convert its technology and intellectual property into revenue, customers, and business scale. Solidion believes that Flux has a mature foundation in revenue, customers, products, manufacturing capabilities, and market channels, which is in line with the goals set by Solidion to maximize shareholder value.
• The financial performance of Flux highlights the necessity for change. Flux experienced a year-over-year decline in revenue for the fiscal year 2026 by approximately 37%, to $42.1 million, which is lower than the $66.4 million in fiscal year 2025; at the same time, Flux reported an operating loss of $6.5 million, a net loss of $7.4 million, and an operating cash outflow of about $5.9 million. Flux had a cash balance of around $300,000 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 the company's ability to continue as a going concern, and Flux continues to violate its credit agreement with Gibraltar Business Capital. According to the revised terms dated September 18, 2026, Gibraltar requires Flux to raise at least $4 million in equity funds within 50 days, which could lead to a significant dilution of shareholders' holdings.
• The proposed financing arrangement of $4 million will result in a significant dilution of the shares held by Flux shareholders. Solidion believes that although the proposed cash purchase price per share may be lower than the closing price on September 28, 2026, it will still be higher than the price that shareholders might ultimately receive under a financing arrangement that involves a substantial discount and significant dilution.
• Solidion believes that it can bring stronger financial and operational discipline to Flux. As of June 30, 2026, Solidion disclosed cash and cash equivalents amounting to approximately 27.7 million US dollars. Upon completion of the transaction, Solidion will strive to establish a more streamlined operational structure, which includes considering the integration of sales and administrative expenses, as well as related costs associated with being a listed company. At the same time, priority will be given to customer acquisition and retention, revenue growth, product competitiveness, and investments that can generate sustainable economic returns.

Solidion indicates that the company has made multiple attempts to contact the management and board of directors of Flux, but does not feel that they have responded with sufficient urgency to the financial situation of Flux.

Yours sincerely,

Jaymes Winters

Chairman and Chief Executive Officer

Solidion Technology, Inc.

Regarding Solidion Technology, Inc.

Solidion (Nasdaq ticker: STI) is headquartered in Dallas, Texas, and has a pilot production facility in Dayton, Ohio. The core business of STI includes manufacturing battery materials and components, as well as developing and producing next-generation batteries for energy storage systems. This includes uninterruptible power supply systems for artificial intelligence data centers, as well as electric vehicle batteries for land, air, and marine transportation. Solidion holds over 385 patents, covering innovations such as high-capacity, silane-free gases, graphene-based silicon anodes, biomass-based graphite, and advanced lithium-sulfur and lithium-metal technologies.

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

Important information about the proposed transaction

Solidion has expressed interest in potentially acquiring Flux Power Holdings and Inc. However, there is no guarantee that a formal agreement will be reached in the end, nor can it be assured that the transaction will ultimately be initiated or completed. This statement constitutes neither a legally binding commitment nor an offer or promise on the part of either party. Unless both parties have fully signed the final written acquisition agreement, past, present, or future expressions of intent, proposals, discussions, or actions do not constitute a legally binding contract or an obligation to complete the proposed transaction. Any proposed transaction will be subject to applicable laws and regulatory requirements, the outcome of due diligence, financing arrangements, necessary approvals, and other customary conditions.

This notice is for informational purposes only and does not constitute an offer to purchase securities, nor an invitation to offer to sell securities. Furthermore, this notice does not constitute an offer to purchase securities or an invitation to offer to sell securities. This notice relates to a merger proposal submitted by Solidion to Flux. This notice cannot replace a power of attorney, registration statement, tender offer statement, prospectus, or other documents that the parties may submit to the U.S. Securities and Exchange Commission (SEC) regarding the proposed transaction. Securities shall not be sold in any jurisdiction unless registration or qualification is permitted by the securities laws of that jurisdiction. If the transaction proceeds, Solidion expects to submit the relevant documents to SEC. Investors and security holders are urged to read these documents carefully and thoroughly once 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”) intends to rely on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and hereby adds this disclaimer. Words such as “predicts”, “believes”, “may”, “estimates”, “continues”, “expects”, “intends”, “should”, “plans”, “can”, “goal”, “potential”, “possible”, “anticipates”, and similar expressions related to us are intended to identify forward-looking statements. Unless required by law, we have no obligation to publicly update forward-looking statements due to new information, future developments, or other reasons.

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