Solidion Technology Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
STI$4.16-1.9%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-086220
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001213900-26-117627
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 93 current paragraphs.
56 unchanged; 20 reworded; 17 added; 24 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
The Company is also focused on the growing energy storage needs of AI and data center infrastructure. Rising power demands in these facilities require backup power solutions that deliver higher energy density, longer service life and a smaller footprint, and the Company intends to pursue opportunities to supply its battery technologies directly to data center operators and other end users.
Current report
Data Center Energy Storage Building on our 5500 silicon-carbon anode cell, we have developed the PEAK Series uninterruptible power supply (“UPS”) battery system, designed for AI data centers. Based on Company testing, the PEAK Series is designed to reduce UPS footprint by up to 30%, freeing floor space for computing equipment, and the 5500 cell is designed to last up to three times longer than conventional backup battery systems, reducing replacement and maintenance cycles.
Current report
Government Grants and Contracts
Current report
Cost of Revenue
Current report
Cost of revenue consists of subcontractor costs directly related to fulfilling our government research contract.
Current report
Gain on Extinguishment of FPA
Current report
Gain on extinguishment of FPA represents the derecognition of the FPA derivative liability upon the termination of the FPA on September 22, 2026, in connection with a settlement agreement with the FPA investors under which no cash or other consideration was paid by either party. The gain is non-cash and is not expected to recur, as the FPA has been terminated.
Current report
Change in fair value of derivative liabilities consists of the remeasurement, at each reporting date, of the Company’s liability-classified financial instruments: the Series A Warrants issued in the March 2024 private placement and, until its termination on September 22, 2026, the Forward Purchase Agreement (“FPA”). These instruments are recorded at fair value, and changes in fair value are recognized in the condensed consolidated statements of operations. The fair value of the Series A Warrants is estimated using a Black-Scholes option pricing model, and the fair value of the FPA was estimated using a Monte Carlo simulation model. Both valuations use significant unobservable inputs, including the expected volatility of the Company’s common stock. See Note 13 to the condensed consolidated financial statements.
Current report
Revenue and Cost of Revenue
Current report
Operating expenses increased by $492,986 for the three months ended September 30, 2026. The increase was primarily driven by a $300,000 accrual for short-term incentive compensation for an executive officer, as well as increased personnel costs, legal fees and professional service expenses.. This increase was partially offset by lower research and development costs, which decreased in part because of reimbursements received under our DOE grant for certain qualifying research and development expenses.
Current report
Revenue and Cost of Revenue
Current report
Net cash used in operating activities was $5,455,432 for the nine months ended September 30, 2026, compared with $3,607,781 for the nine months ended September 30, 2025. Cash used in operating activities primarily reflects payments for research and development, including personnel and third-party testing, and for general and administrative costs, including professional fees and public company costs. In 2026, it also reflects payments of liabilities accrued in prior periods, which reduced accounts payable and accrued expenses by $319,651, and initial payments of $165,420 under our new headquarters sublease. These outflows were partially offset by collections under our U.S. Army research contract, reimbursements of research costs under our DOE cooperative agreement, and interest income on our money market funds.
Current report
The increase in cash used in operating activities compared with 2025 was primarily due to a $319,651 decrease in accounts payable and accrued expenses in 2026, compared with a $2,134,207 increase in 2025, when we deferred payment of certain obligations, partially offset by lower research and development spending.
Current report
As part of our strategy to commercialize our technologies and accelerate access to revenue, customers and manufacturing capacity, we evaluate opportunities to acquire complementary businesses or assets, including companies experiencing financial distress. We continue to evaluate other opportunities. We have not entered into any definitive agreement, and there can be no assurance that any acquisition will be completed.
Current report
Beyond the next twelve months, our liquidity and ability to fund our research and development, commercialization activities, working capital needs and debt obligations will depend on our future financial performance, including our ability to generate revenue, which is subject to economic, commercial, financial and other factors, many of which are beyond our control. If those factors change significantly, if we pursue acquisitions larger than currently contemplated, or if an acquired business requires more capital than we expect, we may need to raise additional capital. We anticipate that any such additional liquidity would be obtained through the sale of equity securities, debt financing, government contracts and grants, or a combination of these sources. We may be unable to obtain additional financing on reasonable terms or at all.
Current report
Through its termination on September 22, 2026, the FPA was classified as a derivative liability and measured at fair value using a Monte Carlo simulation model (Level 3). The valuation required significant estimates and judgments, most notably the expected volatility of the Company’s common stock and the expected term. The final remeasurement as of the termination date resulted in a non-cash gain from the change in fair value of $459,100 for the three months ended September 30, 2026, after which the FPA derivative liability was derecognized. See Note 9 – Forward Purchase Agreement and March 2024 private placement financing and Note 13 – Fair Value Measurements. As a result of the termination, the fair value of the FPA will no longer be a critical accounting estimate in future periods.
Current report
See Note 3, Summary of Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report for a description of recently issued accounting pronouncements.
Removed paragraphs (24)
Previous report
Memorandum of Understanding
Previous report
On February 10, 2026, we entered into a non-binding memorandum of understanding (“MOU”) with an entity that manufactures and distributes energy storage systems for the Company to supply pouch cells for use in energy storage systems. While the MOU is non-binding in nature and may result in no actual sales, a definitive agreement could potentially add an estimated $4 to $6 million in revenue over the next 12 months.
Previous report
Grants from the U.S. Government
Previous report
Unregistered Sales of Equity Securities
Previous report
On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement, dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance.
Previous report
Change to Board of Directors
Previous report
On September 3, 2025 (the “Resignation Date”), Cynthia Ekberg Tsai notified the Board of Directors (the “Board”) of the Company of her resignation as a member of the Board, including all committees on which she serves, effective as of the Resignation Date. Ms. Ekberg Tsai’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Previous report
As a result of Ms. Ekberg Tsai’s resignation, the Company’s Audit Committee is composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market, LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the Audit Committee, which extends until the earlier of the Company’s next annual meeting of shareholders or September 3, 2026.
Previous report
On March 24, 2026, the Company announced an annual meeting of shareholders scheduled for June 11, 2026. On June 29, 2026, the Company announced that the annual meeting has been rescheduled for September 15, 2026. Because the rescheduled annual meeting will occur after September 3, 2026, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) expires on September 3, 2026. The Company is actively evaluating potential candidates to fill the vacancy on its Audit Committee and intends to appoint a new independent director to the Audit Committee on or before that date.
Previous report
Change in fair value of Derivative Liabilities consists of fluctuations in the fair value of an agreement between the Company and investors facilitating future purchases of the Company’s stock by the Investor based on a Monte Carlo simulation model.
Previous report
Net Sales
Previous report
Net Sales
Previous report
Operating expenses decreased by $1,571,192 for the six months ended June 30, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Previous report
For the six months ended June 30, 2026, cash used in operating activities was $4,115,341. This primarily resulted from net loss of $4,317,424, which included non-cash loss of $356,430 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March Private Placement warrants. These non-cash losses were added back to reconcile net income to net cash used in operating activities, as part of non-cash adjustments that also included depreciation and amortization, stock-based compensation amortization of debt discount and accrued interest related to short-term notes payable – related party, totaling $1,126,636. Additionally, changes in operating assets and liabilities used $911,680 of cash from operating activities, driven primarily by a $847,995 decrease in accounts payable and accrued expenses.
Previous report
For the six months ended June 30, 2025, cash used in operating activities was $3,255,997. This primarily resulted from net income of $7,080,771, which included non-cash gain of $12,201,300 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March and August Private Placement warrants. These non-cash gains were added back to reconcile net income to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization, stock-based compensation non-cash interest expense, totaling $10,901,440. Additionally, changes in operating assets and liabilities used $564,672 of cash from operating activities, driven primarily by a $431,608 increase in other current assets. The increase in other current assets was due to the financing arrangement associated with the directors and officers insurance policy.
Previous report
The Company accounts for the forward purchase agreement as either equity-classified or liability-classified instruments based on an assessment of the Forward Purchase Agreement (“FPA”) specific terms and applicable authoritative guidance under FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the FPA is indexed to the Company’s own common shares and whether the FPA holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding.
Previous report
The Company has determined that the FPA does not meet all of the criteria for equity classification under ASC 815, as the FPA fails the fixed-for-fixed test under ASC 815-40 due to the bi-weekly Reset Price mechanism, the Dilutive Offering Reset provision, and the VWAP Trigger Event, each of which creates variability in the settlement amount that is not purely a function of the Company’s own stock price. Accordingly, the FPA is classified as a liability-classified derivative instrument, recorded at fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) withinchange in fair value of derivative liabilities account on the Company’s condensed consolidated statements of operations.
Previous report
Upon the issuance of shares in connection with the FPA, the Company recognizes (i) an increase to APIC measured at the fair value of the FPA at the time of share issuance, (ii) a corresponding stock subscription receivable of equal amount as a contra-equity component within stockholders’ equity (deficit), representing the present value of the consideration receivable for the shares issued, and (iii) a loss on issuance of common stock within Other Income (Expense) representing the difference between the face value of the stock subscription receivable and its present value at the issuance date. The discount between the face value and present value of the stock subscription receivable is accreted using the effective interest method over the remaining term of the FPA, with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit). The stock subscription receivable is presented as a reduction to total stockholders’ equity (deficit) and is relieved as Optional Early Termination proceeds are received from the Forward Purchase Investor.
Previous report
For issued or modified FPA that meet all of the criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified instrument.
Previous report
The fair value of the FPA is Level 3. The determination of the fair value requires significant estimates and judgments. See Note 13 – Fair Value Measurements to the financial statements for the significant assumptions and estimates.
Previous report
Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements.
Previous report
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.
Previous report
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes comprehensive guidance under U.S. GAAP for the recognition, measurement, presentation, and disclosure of government grants received by business entities. The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures in light of its government contract revenue activity.
Previous report
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability of the interim reporting guidance, improves the organization and navigability of the interim disclosure requirements, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material effect on the entity. The ASU is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures.
Reworded paragraphs (20)
Previous wording
The Company specializes in high-performance silicon-rich anode materials, solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness of lithium-ion batteries. Solidion’s proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes, quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric vehicle (EV), energy storage system (ESS), and consumer electronics markets.
Current wording
The Company specializes in high-performance silicon-rich anode materials, solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness of lithium-ion batteries. Solidion’s proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes, quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric vehicle (EV), energy storage system (ESS), consumer electronics markets, and AI and data center markets.
Previous wording
Solidion holds an extensive intellectual property (IP) portfolio with over 345 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology. Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion cell production infrastructure.
Current wording
Solidion holds an extensive intellectual property (IP) portfolio globally, which we believe positions the Company as a leader in silicon anode and solid-state battery technology. Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion cell production infrastructure.
Previous wording
Anode MaterialsOur product portfolio includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion’s anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”) when production in scale occurs. The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage stations, drones, and consumer electronics.
Current wording
Anode MaterialsOur product portfolio includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance.
Previous wording
Beyond anode advancements, Solidion is also pioneering the development of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes, demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards enhancing battery safety, a critical consideration in today’s demanding applications. Looking ahead, Solidion intends to scale up production of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver a new generation of high-performance, safe, and sustainable batteries.
Current wording
Beyond anode advancements, Solidion is also involved in pioneering the development of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes, demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards enhancing battery safety, a critical consideration in today’s demanding applications. Looking ahead, Solidion intends to scale up production of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver a new generation of high-performance, safe, and sustainable batteries.
Previous wording
In July 2026, we entered into a Commercial Sublease Agreement for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas, which serves as our corporate headquarters. The sublease has a 53-month term commencing July 13, 2026 and expiring November 30, 2030, with total undiscounted future minimum base rent payments of approximately $1,135,146, plus our proportionate share of operating expenses, real estate taxes, and landlord insurance. Upon execution we paid a security deposit of $21,906 and prepaid rent of $131,436. See Note 14 to the condensed consolidated financial statements.
Current wording
In July 2026, we entered into a Commercial Sublease Agreement for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas, which serves as our corporate headquarters. The sublease has a 53-month term commencing July 13, 2026, and expiring November 30, 2030. Upon execution we paid a security deposit of $21,906 and prepaid rent of $131,436. See Note 14 to the condensed consolidated financial statements.
Previous wording
The U.S. Army provided the third grant (the “Third Grant”) to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”) yarn architecture. The Third Grant was for research to be conducted jointly with The University of Texas at Dallas to develop a flexible, rechargeable lithium-ion battery in fiber form: a CNT yarn serves as both the structural core and current collector of the anode, integrated with Solidion’s silicon (Si) as the high-capacity anode material.
Current wording
The U.S. Army awarded the Company a firm-fixed-price contract (the “Army Contract”) to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”) yarn architecture. Under the Army Contract, the Company performs research services and delivers technical reports to the U.S. Army, with The University of Texas at Dallas performing part of the work as a research institution subcontractor. The research is aimed at developing a flexible, rechargeable lithium-ion battery in fiber form: a CNT yarn serves as both the structural core and current collector of the anode, integrated with Solidion’s silicon (Si) as the high-capacity anode material. Unlike the DOE grants, the Army Contract is a contract with a customer, and amounts earned under it are recognized as revenue.
Previous wording
The Company is focused on commercializing and manufacturing battery materials and next-generation battery cells. Historically, and during the periods presented, we have generated minimal revenue from product samples. We do not expect to begin generating significant revenue until we complete the commercialization process and build out manufacturing capacity. Future capacity may come from joint ventures with strategic partners, sourcing third-party manufacturing from our network, or pursuing mergers and acquisitions.
Current wording
**The Company is focused on commercializing and manufacturing battery materials and next-generation battery cells. Historically, and during the periods presented, we have generated minimal revenue from product samples. During 2026, we began generating revenue from research and development services performed for the U.S. Army under a firm-fixed-price STTR contract. We do not expect to begin generating significant revenue until we complete the commercialization process and build out manufacturing capacity. Future capacity may come from joint ventures with strategic partners, sourcing third-party manufacturing from our network, or pursuing mergers and acquisitions.
Previous wording
Research and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing, equipment, engineering, maintenance of facilities, data analysis, and materials.
Current wording
Research and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing, equipment, engineering, maintenance of facilities, data analysis, and materials. Research and development expenses are presented net of reimbursements received under government grants, including our cooperative agreements with the U.S. Department of Energy.
Previous wording
Net sales increased by $120,914 for the three months ended June 30, 2026, to $124,914, compared to $4,000 for the three months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Current wording
Revenue increased by $32,288 for the three months ended September 30, 2026, to $41,638, compared to $9,350 for the three months ended September 30, 2025. The increase was primarily attributable to government contract revenue recognized during the period. Cost of revenue increased by $115,679 to $120,000, primarily reflecting subcontractor costs incurred under that contract.
Previous wording
Other expense increased by $1,192,684 for the three months ended June 30, 2026. This increase was largely driven by a loss of $917,780 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and warrants related to the March private placement financing, compared to a loss of $216,150 in the three months ended June 30, 2025. Other expense for the quarter also included a $549,915 non-cash write-off of deferred offering costs associated with a registration statement the Company withdrew in June 2026, and interest expense of $153,597 primarily related to the Company’s short-term notes.
Current wording
Other income increased by $4,912,945 for the three months ended September 30, 2026. This increase was largely driven by a gain of $1,241,242 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and warrants related to the March 2024 private placement financing, compared to a loss of $2,237,050 in the three months ended September 30, 2025. Other expense for the quarter also included a $1,297,600 gain on extinguishment of the Forward Purchase Agreement and interest expense of $143,131 primarily related to the Company’s short-term notes.
Previous wording
Summary of Statements of Operations for the Six Months Ended June 30, 2026 and 2025
Current wording
Summary of Statements of Operations for the Nine Months Ended September 30, 2026 and 2025
Previous wording
Net sales increased by $206,340 for the six months ended June 30, 2026, to $210,340, compared to $4,000 for the six months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Current wording
Revenue increased by $238,628 for the nine months ended September 30, 2026, to $251,978, compared to $13,350 for the nine months ended September 30, 2025. The increase was primarily attributable to government contract revenue recognized during the period. Cost of revenue increased by $115,048 to $121,696, primarily reflecting subcontractor costs incurred under that contract.
Previous wording
Operating expenses decreased by $296,546 for the three months ended June 30, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Current wording
Operating expenses decreased by $1,078,206 for the nine months ended September 30, 2026. The decrease was primarily driven by decrease in research and development expenses, including lower personnel expenses associated with the commercialization of our battery cell products and lower third-party validation testing of our proprietary silicon anode.
Previous wording
Other expense increased by $13,176,358 for the six months ended June 30, 2026. This increase was largely driven by a loss of $356,430 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing, compared to a gain of $12,201,300 in the six months ended June 30, 2025. Additionally, there was interest expense of $300,830 primarily related to the Company’s short-term notes.
Current wording
Other income decreased by $8,263,413 for the nine months ended September 30, 2026. This decrease was largely driven by a gain of $884,812 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March 2024 private placement financing, compared to a gain of $9,964,250 in the nine months ended September 30, 2025. Additionally, there was interest expense of $443,961 primarily related to the Company’s short-term notes.
Previous wording
For the six months ended June 30, 2026, the Company used cash of $45,432 in investing activities consisting of capitalized patent costs.
Current wording
For the nine months ended September 30, 2026, the Company used cash of $88,680 in investing activities consisting of purchases of manufacturing equipment and capitalized patent costs.
Previous wording
For the six months ended June 30, 2025, the Company used cash of $181,498 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
Current wording
For the nine months ended September 30, 2025, the Company used cash of $213,882 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
Previous wording
For the six months ended June 30, 2026, net cash provided by financing activities was $31,633,363. This consisted primarily of net proceeds of approximately $32.2 million from the 2026 Private Placement, after deducting the placement agent fee and offering expenses paid and partially offset by the repayments of short-term notes of $696,732.
Current wording
For the nine months ended September 30, 2026, net cash provided by financing activities was $31,493,391. This consisted primarily of net proceeds of approximately $32.2 million from the 2026 Private Placement, after deducting the placement agent fee and offering expenses paid and partially offset by the repayments of short-term notes of $696,732.
Previous wording
For the six months ended June 30, 2025, the Company generated cash of $198,415 from financing activities. The Company received proceeds from warrant exercises of $241,546. These increases were offset by repayment of short-term notes of $42,671.
Current wording
For the nine months ended September 30, 2025, the Company generated cash of $628,437 from financing activities. The Company received proceeds from warrant exercises of $671,568. These increases were offset by repayment of short-term notes of $42,671.
Previous wording
During the six months ended June 30, 2026, we incurred losses from operations totaling $4,317,424 and net cash used in operating activities of $4,115,341. As of June 30, 2026, we had an accumulated deficit of $167,689,963. We expect to continue to incur such losses for at least the next twelve months, and we expect our expenditures to increase as we advance our development and commercialization activities. Our longer-term capital requirements will depend on many factors, including the pace of our technology development, the buildout of manufacturing capabilities, and our ability to generate revenue. We may seek to raise additional capital through the sale of equity securities, government grants, or debt financing; however, there is no assurance that additional financing will be available on terms favorable to us, or at all.
Current wording
During the nine months ended September 30, 2026, we incurred losses from operations totaling $5,460,907 and net cash used in operating activities of $5,455,432. As of September 30, 2026, we had an accumulated deficit of $167,445,540. We expect to continue to incur such losses for at least the next twelve months, and we expect our expenditures to increase as we advance our development and commercialization activities. Our longer-term capital requirements will depend on many factors, including the pace of our technology development, the buildout of manufacturing capabilities, and our ability to generate revenue.
Previous wording
As of June 30, 2026, we had cash and cash equivalents of $27,677,315. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and — against our existing cash and cash equivalents, and has concluded that we have sufficient liquidity to fund our operations and satisfy our obligations as they become due for at least one year following the date the financial statements included in this Quarterly Report are issued. Accordingly, the conditions that previously raised substantial doubt about our ability to continue as a going concern have been alleviated. See Note 1 to the condensed consolidated financial statements.
Current wording
As of September 30, 2026, we had cash and cash equivalents of $26,154,004. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and the potential acquisitions we are currently evaluating, against our existing cash and cash equivalents. Based on this evaluation, we believe that we have sufficient liquidity to fund our operations, satisfy our obligations as they become due, and fund potential acquisitions consistent with our current plans for at least one year following the date the financial statements included in this Quarterly Report are issued. Accordingly, the conditions that previously raised substantial doubt about our ability to continue as a going concern have been alleviated.