Solidion Technology Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’Equity (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUdITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

Solidion Technology, Inc. (the “Company”, “Solidion” or “Solidion Technology”), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in Delaware on June 14, 2021, and is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Solidion is headquartered in Dallas, TX, with research and development and manufacturing operations located in Dayton, OH.

On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Company”, “Solidion” or “Solidion Technology, Inc.”), consummated the merger (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). HBC was formerly the energy solutions division of Global Graphene Group, Inc. (“G3”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.

In accordance with the Merger Agreement, the Company issued to the HBC stockholders aggregate consideration of 1,400,000 shares of Solidion’s common stock, minus up to 4,000 Holdback Shares, subject to adjustment for any additional interest or penalties related to the G3 Tax Lien (the “Closing Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”), plus up to an additional 450,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence of the following events (or earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in the Merger Agreement.

On October 9, 2025, the Company issued 450,000 shares of its common stock to G3 pursuant to the earnout provisions of the Merger Agreement. The issuance followed the approval of the Company’s Board of Directors to deem all earnout milestones satisfied in full, after considering the Company’s post-merger capital structure and ongoing shared-services arrangements with G3. Accordingly, the Company has completed its obligations related to the Earnout Arrangement under the Merger Agreement.

The Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling financial interest in HBC prior to the Merger and had a controlling financial interest in Solidion immediately following the Merger (which includes HBC as a wholly owned subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Merger with respect to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3’s ability to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger.

Under a reverse recapitalization, Nubia was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization.

Liquidity

The Company has incurred recurring net losses and negative cash flows from operations since inception, including a net loss of $4,073,001 and net cash used in operating activities of $5,455,432 for the nine months ended September 30, 2026, and remains in default under a promissory note with an outstanding principal amount of $1,025,824 (see Note 10). As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, these conditions previously raised substantial doubt about the Company’s ability to continue as a going concern. That substantial doubt was resolved upon completion of the 2026 Private Placement in June 2026 (see Note 9). As of September 30, 2026, the Company had cash and cash equivalents of $26,154,004, which management believes will be sufficient to fund the Company’s operations and satisfy its obligations as they become due for at least one year from the date these condensed consolidated financial statements are issued.

Nasdaq Compliance

On September 8, 2025, following the resignation of a director on September 3, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that its Audit Committee no longer complied with Nasdaq Listing Rule 5605(c)(2)(A), which requires an audit committee of at least three independent directors. Under Nasdaq Listing Rule 5605(c)(4), the Company had a cure period to regain compliance ending on the earlier of its next annual meeting of stockholders or September 3, 2026.

On August 31, 2026, the Board of Directors increased its size from four to seven members and appointed Mark Schwartz, Kimi L. Ellen and Dante W. Robinson as independent directors. The Board also appointed each of them to the Audit Committee, which now has four members. As a result, the Company regained compliance with Nasdaq Listing Rule 5605(c)(2)(A) within the applicable cure period.

Risks and Uncertainties

The Company’s current business activities consist of development and commercialization of battery materials, components, cells, and selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities. Additionally, the need to recruit additional management and key personnel is vital. The success of the Company’s development initiatives and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable financing in the future.

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals.

NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company restated its previously issued financial statements to correct errors related to (i) the fair value remeasurement of Series A and Series B derivative warrant liabilities under ASC 815, (ii) the recognition of shares issued and a discounted stock subscription receivable in connection with the Forward Purchase Agreement (“FPA”), and (iii) the calculation of basic and diluted income (loss) per share for 2025 interim periods. See Note 2 of the 2025 Annual Report on Form 10-K for a full description of the restatement.

Impact of the Restatement on Previously Issued Unaudited 2025 Interim Financial Statements

The restatement resulted in adjustments to the Company’s opening stockholders’ equity as of January 1, 2025. The adjustments had no impact on the Company’s statements of operations or cash flows for any previously issued 2025 interim period. The following table presents the impact on stockholders’ equity:

Correction of Diluted Earnings Per Share

Additionally, the diluted net income per share included in quarter one of the 2025 interim financial information was corrected to apply the treasury stock method to outstanding warrants. For the nine months ended September 30, 2025, the previously reported diluted net income (loss) per share of $0.60 should have been $(1.12).

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements (the “financial statements”) are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC.

During the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from G3’s historical accounting records and are presented on a stand-alone basis as if the Company’s operations had been conducted independently from G3. Therefore, the financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone entity during the periods presented.

The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

The financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Segment Reporting

The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (the “CODM”). Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that it operates inone operating segment andone reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The CODM uses consolidated net (loss) as the measure of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the Company’s consolidated statement of operations. Research and development expense has been identified as a significant segment expense, with all other expense lines being considered part of ‘Other segment items.’ Additionally, the CODM evaluates assets on a consolidated basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a condensed consolidated basis.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2026, cash equivalents consisted of money market funds of $26,066,209. The Company didnot have any cash equivalents as of December 31, 2025.

Accounts Receivable, net of Allowance for Credit Losses

Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. As of September 30, 2026 and December 31, 2025, the Company determined that no allowance was required.

Other Receivable

During the first quarter of 2024, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. As of September 30, 2026 and December 31, 2025, the outstanding balance of other receivables amounted to $302,500.

Inventory

Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired. As of September 30, 2026 and December 31, 2025, the Company determined thatno write off was required.

Property and Equipment, net

Property and equipment are recorded at cost less accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company reviews long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Indicators of impairment may include significant underperformance relative to historical or projected future operating results, changes in the manner or duration of use of the asset, adverse changes in business climate, or plans for disposal or restructuring.

When an impairment indicator is identified, the Company performs a recoverability test by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value of the asset group. The impairment loss is included in operating results in the period it is determined.

Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2026 and 2025.

The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Property and equipment consisted of the following as of September 30, 2026 and December 31, 2025:

Depreciation expense of property and equipment was $47,576 and $142,729, for each of the three and nine months ended September 30, 2026 and 2025, respectively.

Patents

The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Company’s intangible assets consist of capitalized costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance.

The Company assesses the carrying value of its intangible assets for impairment each year and when indicators exist that there could be an impairment. Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2026 and 2025. Intangible assets consisted of the following as of September 30, 2026 and December 31, 2025:

Amortization expense for the patents included in the condensed consolidated statements of operations was $19,824, $59,472, $20,882 and $64,130 for the three and nine months ended September 30, 2026 and 2025, respectively. Future amortization expense for the patents over the next five years is anticipated to be approximately $105,000 per year.

• Offering and Issuance Costs*

The Company accounts for deferred offering costs in accordance with SEC Staff Accounting Bulletin Topic 5.A and ASC 340-10-S99-1, under which costs of a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering upon completion. Costs related to an offering that is abandoned or aborted are charged to other income (expense).

On June 9, 2026, the Company withdrew its Registration Statement on Form S-1 relating to a previously proposed underwritten offering, following the expiration of the Company’s arrangement with its underwriter in April 2026. As a result, the Company charged $549,915 of previously deferred offering costs, including $89,000 of such costs incurred during the three months ended June 30, 2026, to other income (expense).

On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i)750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant (the “Pre-Funded Warrants”). Offering costs incurred in connection with the 2026 Private Placement were charged against the gross proceeds as a reduction of additional paid-in capital. See Note 9 for additional information regarding the 2026 Private Placement. As of September 30, 2026, the Company hadno deferred offering costs.

Costs directly attributable to the issuance of equity instruments are recorded as a reduction of the related proceeds within additional paid-in capital. When an equity financing includes more than one class of equity instrument, issuance costs are allocated among the instruments based on their relative fair values at issuance; costs allocated to any liability-classified instrument are charged to expense as incurred.

Leases

The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (ROU) assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining lease payments over the lease term. When the rate implicit in a lease is not readily determinable, the Company uses its estimated incremental borrowing rate, determined on a collateralized basis over a term similar to the lease term, based on information available at the commencement date. Operating lease cost is recognized on a straight-line basis over the lease term.

The Company has elected the short-term lease practical expedient and applies it consistently to all leases with an initial term of 12 months or less. Such leases are not recorded on the condensed consolidated balance sheets and the related lease cost is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient under ASC 842-10-15-37 not to separate non-lease components from the lease components to which they relate, and has applied this election to real estate, its only class of underlying asset. Accordingly, each lease component and its associated non-lease components are accounted for as a single lease component. Variable payments that do not depend on an index or rate are excluded from the measurement of lease liabilities and are recognized as variable lease cost in the period in which the obligation is incurred.

Excise Tax

The Company is subject to a 1% U.S. federal excise tax under the Inflation Reduction Act of 2022 on the fair market value of stock it repurchases, including redemptions, net of the fair market value of stock it issues during the same taxable year. The Company records the excise tax as a liability with a corresponding reduction to stockholders’ equity in the period the repurchase occurs. Interest and penalties on unpaid excise tax are recognized in Other Income (Expense) on the condensed consolidated statement of operations as incurred. See Note 6 for the Company’s excise tax liability related to pre-Closing redemptions.

Foreign Operations

The Company ceased research and development operations at its Taiwan location during the three months ended March 31, 2025, and the subsidiary has had no significant operations since that date.

Revenue Recognition

Revenue is recognized when a performance obligation is satisfied by transferring control of promised products or services to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue from product sales is recognized at a point in time when control transfers to the customer. This is generally when title, ownership and risk of loss pass to the customer.

Research and development services for U.S. government agencies under firm-fixed-price contracts are accounted for under ASC 606 when the government agency obtains goods or services from the Company’s ordinary activities in exchange for consideration.

Research and Development

All research and development costs are expensed as incurred. 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 government grant funding, as described below.

Government Grants

Government grants are transfers of assets from a government entity that are not exchange transactions. Until the Company adopts ASU 2025-10, Government Grants (Topic 832), which is effective for fiscal years beginning after December 15, 2028, it accounts for government grants by analogy to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. A grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached and that the grant will be received. It is recognized in the periods in which the related costs are incurred.

Funding received from U.S. government agencies under cost-sharing research awards, such as cooperative agreements, is recorded as a reduction of research and development expense, or as a reduction of the cost of the related asset when the funding reimburses equipment purchases.

Selling, General and Administrative Expenses

Selling, general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based compensation, sales, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities.

Cash Bonuses

Cash signing and retention bonuses that are earned in installments over a required service period are accounted for under ASC 710 and recognized as compensation expense on a straight-line basis over the total required service period, with cumulative expense at each reporting date not less than the amount earned to date. If payment of the bonus is accelerated upon a qualifying termination, any unrecognized amount is expensed when the triggering event becomes probable. Annual performance bonuses are accrued over the performance period when payment is probable and the amount can be reasonably estimated.

Stock-Based Compensation

The Company has an incentive equity plan, (“2023 Equity Incentive Plan”). Under the terms of the plan, Solidion’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form of incentive stock options (“ISOs”) to employees and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

The number of shares of common stock initially reserved for issuance under the incentive plan is 190,000. Shares subject to stock awards granted under the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the incentive plan. The incentive plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance under the incentive plan on the first day of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i)190,000 shares of common stock, (ii)5% of the total number of shares of common stock outstanding as of the last day of our immediately preceding fiscal year, or (iii) such lesser amount determined by the plan administrator.

On February 13, 2026, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission registering 1,084,908 shares of common stock issuable under the 2023 Long-Term Incentive Plan, which became effective upon filing. As of September 30, 2026,76,594 shares have been granted under the Plan, of which 0 and 6,667 shares were cancelled and returned to the plan during the three and nine months ended September 30, 2026, and 444,981 shares remain available for future issuance.

The Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Options granted under the 2023 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of ten years. Forfeitures are accounted for as they occur.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense for restricted stock units is measured based on the grant-date fair value of the awards and recognized as expense over the requisite service period, which is generally the vesting period. The Company has elected to use the accelerated attribution method, under which each vesting tranche of an award is treated as a separate award and expensed over its respective vesting period. The Company accounts for forfeitures as they occur, reversing previously recognized compensation cost for unvested awards in the period the award is forfeited.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its common stock. The Company therefore estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

The expected term of all of the Company’s stock options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future.

On October 18, 2026, the Company filed a definitive proxy statement for its 2026 Annual Meeting of Stockholders, to be held on November 18, 2026, which includes a proposal to amend the 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 975,000 shares. The amendment is subject to stockholder approval, and there can be no assurance that it will be approved.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of September 30, 2026, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

In July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted. The Company recognized the income tax effects of the legislation in the period of enactment in accordance with ASC 740, which did not have a material impact on the Company’s financial statements. The Company continues to evaluate the impact of the legislation on future periods.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted loss per share of common stock does not include potentially dilutive common stock equivalents if their inclusion would be anti-dilutive as of September 30, 2026 and 2025. As such, net loss per common stock is the same for basic and diluted loss per share for the nine months ended September 30, 2026.

The following table presents potentially dilutive common stock equivalents that have been included in the calculation of dilutive income per share for the three months ended September 30, 2026, as their inclusion would be dilutive.

The following table presents potentially dilutive common stock equivalents that have been excluded from the calculation of dilutive loss per share for the nine months ended September 30, 2026, as their inclusion would be anti-dilutive:

The following table presents potentially dilutive common stock equivalents that have been excluded in the calculation of dilutive income per share for the three months ended September 30, 2025, as their inclusion would be anti-dilutive.

The following table presents potentially dilutive common stock equivalents that have been included in the calculation of dilutive income per share for the nine months ended September 30, 2025, as their inclusion would be dilutive.

The Pre-Funded Warrants issued in the 2026 Private Placement are included in the computation of basic net loss per share from their issuance date because the shares of common stock underlying the Pre-Funded Warrants are issuable for nominal consideration ($0.0001 per share) and there are no remaining contingencies or vesting conditions associated with their exercise. The Placement Agent Warrants are excluded from the computation of diluted net loss per share for the periods presented because their effect would be antidilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and money market funds, which are not insured. As of September 30, 2026, the Company’s cash deposits and money market funds were substantially in excess of federally insured limits. The Company has not experienced any losses on these accounts.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). See Note 13.

Equity-Linked Instruments

The Company evaluates all equity-linked contracts, including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging (“ASC 815”). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether any provisions require liability treatment, including potential “net cash settlement” outside of the Company’s control. Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding.

Warrants

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are recorded at fair value on the date of issuance and remeasured at each balance sheet date thereafter, with changes in fair value recognized in the statement of operations. The Company evaluates each warrant instrument under ASC 815-40 40 to determine whether it is indexed to the Company’s own stock and whether it meets the conditions for equity classification criteria and do not contain provisions that would require liability classification.

The Company accounts for the outstanding Series A warrants issued in connection with the March 2024 private placement financing (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 the Black-Scholes options pricing model to determine the fair value of the Series A and Series B warrants, and a Monte Carlo simulation model to determine the fair value of the Series C and Series D warrants. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets, and with changes in the fair value of the PIPE Warrants recorded as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s condensed consolidated statements of operations. See Notes 8 and 13 for the classification and measurement of the Company’s outstanding warrants.

The Company accounts for the FPA as either equity-classified or liability-classified instruments based on an assessment of the 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.

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) within change in fair value of derivative liabilities account on the Company’s condensed consolidated statements of operations.

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.

On September 22, 2026, the FPA was terminated in connection with the settlement of litigation between the Company and the Forward Purchase Investor. See Note 9 for further information.

Reverse Stock Split

On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock. As a result, each 50 shares of common stock issued and outstanding immediately prior to the reverse split were converted intoone share of common stock. Additionally, this transaction resulted in a reclassification of $13,311 from common stock to additional paid-in capital during the three months ended March 31, 2025. The reverse stock split did not change the total number of authorized shares or the par value of the common stock. During the three month period ended June 30, 2025, the Company paid cash of approximately $460 to shareholders in lieu of issuing fractional shares.

In accordance with SEC Staff Accounting Bulletin Topic 4C, all share and per-share amounts in the accompanying condensed consolidated financial statements and notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

Recently Issued Accounting Standards

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.

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 grant activity.

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.

NOTE 4 — RECAPITALIZATION

IPO warrants

In connection with Nubia’s initial public offering in 2022,123,500 public warrants and 108,100 Private Warrants were issued, all of which remain outstanding and became warrants for the Common stock in the Company. The Company evaluated the IPO warrants and determined that they are freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification.

HBC Holdback Shares

The Company and G3 included a provision in the Merger Agreement that adjusted the aggregate share consideration paid to the shareholders of HBC if the G3 Tax Lien was not released prior to closing. Specifically,4,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration were withheld pending settlement of the G3 Tax Lien by G3, subject to adjustment for any additional interest or penalties related to the G3 Tax Lien. See Note 6 for further discussion regarding the Holdback Shares related to the G3 Tax Lien. As of September 30, 2026, the G3 Tax Lien remained unresolved by G3, and the 4,000 holdback shares had not been issued.

NOTE 5 — RELATED PARTIES

Other Receivable

During the three months ended March 31, 2024, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $302,500 as of September 30, 2026 and December 31, 2025.

Shared Services Agreement

Effective February 2, 2024, the Company entered into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services were $90,000 and $204,253 respectively for the nine months ended September 30, 2026 and 2025 and $30,000 and $80,973 respectively for the three months ended September 30, 2026 and 2025. Expenses incurred related to the SSA employees were $160,476 and $331,932 respectively for the nine months ended September 30, 2026 and 2025 and $53,885 and $53,831, respectively for the three months ended September 30, 2026 and 2025.

There were $39,245 and $209,979 outstanding as of September 30, 2026 and December 31, 2025, respectively.

Due to Related Party

At the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support Nubia’s operating activities. Amounts outstanding to Mach FM Corp of $87,873 as of December 31, 2025, were repaid in full during the three months ended June 30, 2026.

Henry Ikezi

Henry Ikezi is a significant stockholder of the Company, beneficially owning approximately 36.4% of the Company’s outstanding common stock through entities under his control, including Madison Bond LLC, Bayside Project LLC, and FUN Investment Homes LLC. Mr. Ikezi does not serve on the Company’s Board of Directors and has no board representation.

Notes Payable — Related Party

During the three months ended March 31, 2026, Madison Bond advanced $75,000 to the Company to fund legal fees incurred. The amount is recorded as a liability in Due to Related Party on the Company’s condensed consolidated balance sheet as of March 31, 2026. On May 11, 2026, the Company formalized the obligation through a promissory note with Madison Bond. The note bears no interest, matures on November 11, 2026, and requires a balloon payment for the entire principal at maturity.

On May 7, 2026, the Company executed a Promissory Note with Madison Bond in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures on August 7, 2026, with the entire principal due at maturity. The Company is working on amending the $75,000 note to extend maturity.

As of September 30, 2026, an aggregate of $154,800 was outstanding under the two promissory notes with Madison Bond, consisting of $150,000 of principal and $4,800 of accrued interest, presented within short-term notes payable - related party on the condensed consolidated balance sheet.

Cashless Exercise of Series A Warrants

On August 17, 2026, FUN Investment Homes exercised 246,664 Series A Warrants on a cashless basis, and the Company issued 214,037 shares of common stock. The Company received no cash proceeds. The Series A Warrants were classified as derivative liabilities; upon exercise, the Company reclassified their fair value of $1,667,348 from derivative liabilities to stockholders’ equity. See Note 8.

Reimbursement of Legal Fees*

In July 2026, the Company agreed to reimburse Madison Bond for $30,000 of legal fees in connection with Madison Bond’s execution of a lock-up agreement. The Company paid this amount directly to Madison Bond’s legal counsel in August 2026.

Waiver of Rights under 2024 Securities Purchase Agreement

On June 7, 2026, the Company entered into a waiver (the “Waiver”) with Bayside Project LLC and Madison Bond LLC, each a significant stockholder of the Company, of certain restrictive provisions, pre-emptive and anti-dilution rights, and notice obligations under the securities purchase agreement dated as of August 30, 2024, as amended, among the parties, in order to permit the Company to complete the 2026 Private Placement (see Note 9). The Company did not pay any consideration in connection with the Waiver.

Civil Action

On August 12, 2026, the Company was named as a nominal defendant in a civil action involving Henry Ikezi, a significant stockholder and related party of the Company, under Section 16(b) of the Securities Exchange Act of 1934. The Company is monitoring this action, and the outcome cannot be presently determined.

Contingent Consideration

The G3 Tax Lien was not settled by G3 at Closing and, as of September 30, 2026, remained unresolved; accordingly, the 4,000 Holdback Shares have not been issued. The Holdback Shares represent contingent consideration that would become issuable to the HBC shareholders only upon settlement of the G3 Tax Lien by G3. See Note 4 for further discussion regarding the Holdback Shares related to the G3 Tax Lien. As of the Closing Date, the Company recorded a fair value of $906,000 for the 4,000 Holdback Shares, which was accounted for as an equity transaction.

Repurchase of Common Stock from a Director

In September 2026, the Company repurchased 19,915 shares of its common stock held by JL Davis Associates LLC, an entity controlled by John L. Davis, a member of the Company’s Board of Directors, for $140,002, or $7.03 per share, which was the closing price of the Company’s common stock on September 14, 2026. The repurchase was made under the Company’s Repurchase Program. See Note 7.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business, including proceedings related to the Company’s obligation to register shares for public offering. The Company accrues a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.

D. Boral Capital LLC

In June 2026, D. Boral Capital LLC (f/k/a EF Hutton LLC) (“D. Boral”) filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, asserting claims arising from the Company’s default under the Promissory Note described in Note 10. The complaint seeks payment of the outstanding principal of $1,025,824, accrued interest at the default rate of 24% per annum, and costs and disbursements. The Company has recorded the full amount of the outstanding principal and accrued default interest, totaling approximately $1,468,396 as of September 30, 2026, in its condensed consolidated balance sheet. The Company does not believe the resolution of this matter will result in a loss materially in excess of the amounts accrued; however, the outcome of litigation is inherently uncertain, and the Company may incur additional costs, including legal fees and any costs or fees awarded to the plaintiff, that are not currently estimable.

Excise Tax Liability

Before the Closing, Nubia operated as a special purpose acquisition company (“SPAC”). Its public stockholders had the right to require Nubia to redeem their shares for a pro rata portion of the funds held in its trust account. In January 2024, in connection with Nubia’s second special meeting of stockholders, certain stockholders redeemed shares of Nubia common stock. Under the IR Act, Nubia recorded an excise tax liability of $890,385 related to these redemptions. The excise tax has not been paid. As of September 30, 2026, the Company had accrued $226,325 of interest and penalties on the unpaid tax, for a total liability of $1,116,710. This amount is included in excise tax payable on the condensed consolidated balance sheets.

In August 2026, the Company filed Form 720-X with the IRS to amend its previously filed quarterly federal excise tax return. In that filing, the Company asserts that the redemptions of Nubia Brand International Corp. public shares during 2024 are not subject to the 1% excise tax on stock repurchases under Section 4501 of the Internal Revenue Code. As of the date these consolidated financial statements were issued, the IRS had not responded.

The Company will continue to recognize the liability, and interest will continue to accrue, until the tax is paid or the Company is legally released from the obligation. There can be no assurance that the IRS will accept the amended return. If the IRS accepts it, the Company will derecognize the excise tax liability and related accrued interest and penalties in the period of acceptance.

G3 Tax Lien

The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $2,300,000 as of September 2026.

As disclosed in Note 4, the Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically,4,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. As of the Merger closing and the nine months ended September 30, 2026, the G3 Tax Lien remained unsettled by G3 and as of September 30, 2026, the 4,000 holdback shares have not been issued.

The G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied.

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 wereno 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 toone 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) withinChange 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.

NOTE 8 — WARRANTS

IPO Warrants – Public Warrants

In connection with Nubia’s initial public offering in 2022,123,500 public warrants were issued, entitling holders to purchaseone share of common stock at an exercise price of $575.00 per share, subject to adjustment. Only whole warrants may be exercised. The warrants expire five years after the completion of the Company’s initial business combination on February 2, 2029.

The Company is not obligated to issue shares upon warrant exercise unless a registration statement covering the underlying shares is effective. If a registration statement is not effective, holders may exercise warrants on a cashless basis under certain conditions. The Company may redeem the warrants at $0.50 per warrant, with at least 30 days’ prior notice, if the common stock trades at or above $900.00 per share for 20 trading days within a 30-day period after the warrants become exercisable. Adjustments to the number of shares issuable upon exercise and the exercise price may occur in the event of stock splits, dividends, reorganizations, or similar events. Warrants do not provide voting rights or shareholder privileges until exercised. No fractional shares will be issued upon exercise.

The Company evaluated the public warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification.

IPO Warrants – Private Warrants

In connection with Nubia’s initial public offering in 2022,108,100 Private Warrants were issued.

Except as described below, the Private Warrants have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. The Private Warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants or their permitted transferees. The holders of the Private Warrants or their permitted transferees have the option to exercise the private warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the Company’s initial public offering.

If exercised on a cashless basis, holders will receive shares of common stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair market value is determined as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell the Company’s securities in the open market will be significantly limited. The Company has policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In addition, holders of the Company’s Private Warrants are entitled to certain registration rights.

The Company evaluated the Private Warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Private Warrants qualify for equity classification.

Series A and Series B Warrants

The Series A and Series B Warrants issued in conjunction with the March Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as a liability.

On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock. Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day VWAP on May 14, 2025, being $3.0951. Consequently, the reset price was established at $3.0951, and the Series A Warrants held by investors were reset to 810,389 shares. The Series B Warrants were not subject to a post-split reset because no Series B Warrants were outstanding at the time the reverse stock split became effective.

The fair value of the Series A and Series B Warrants as of September 30, 2025, was $2,715,900 and $0, respectively. The Company recorded non-cash gain (loss) from changes in the fair value of derivative liabilities related to the Series A and Series B Warrants of $71,850 and $2,239,400 for the three and nine months ended September 30, 2025. As of September 30, 2025,447,145 Series A Warrants and 114,992 Series B Warrants were exercised, resulting in the issuance of 562,137 common shares. As of September 30, 2025,652,857 Series A Warrants andno Series B Warrants remained outstanding.

The fair value of the Series A and Series B Warrants as of September 30, 2026, was $565,700 and $0, respectively. This resulted in a non-cash gain from the change in fair value of derivatives of $782,143 and $793,711 for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, investors had exercised 856,140 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 901,262 common shares. As of September 30, 2026,93,651 Series A Warrants andno Series B Warrants remained outstanding.

Series C and Series D Warrants

The Series C and Series D Warrants issued in connection with the August Private Placement were liability-classified in accordance with ASC 815 and remeasured to fair value at each reporting period while outstanding.

On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock. Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day VWAP on May 14, 2025, being the price floor of $3.25. Consequently, the reset price was established at $3.25, and the Series C Warrants held by investors were reset to 2,461,538 shares. The Series D warrants were not subject to a post-split reset based on the terms of the agreement.

On October 8, 2025, Madison Bond LLC and Bayside Project LLC (together, the “New Holders”) purchased all of the outstanding Series C and Series D Warrants previously issued by the Company pursuant to the August Subscription Agreement. Immediately thereafter, the Company exercised its rights under the August Subscription Agreement to convert all remaining unexercised portions of the Series C and Series D Warrants into shares of common stock at a ratio ofone share per warrant. On October 24, 2025, the New Holders received 3,447,957 shares of the Company’s common stock.

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.

The Company recorded a non-cash loss from changes in the fair value of derivative liabilities related to the Series C and Series D Warrants of $31,033,241 for the year ended December 31, 2025. As of December 31, 2025, investors had exercised 3,688,357 Series C and Series D Warrants, resulting in the issuance of 3,447,957 shares of common stock and the pending issuance of 240,400 shares of common stock andno warrants remained outstanding. Accordingly, no fair value remeasurement was required and no gain or loss from change in fair value was recognized during the three and nine months ended September 30, 2026.

The Company recognized non-cash gain (loss) from change in fair value of the Series C and Series D Warrants of $(2,175,500) and $2,206,750 for the three and nine months ended September 30, 2025, respectively.

On February 5, 2026, the Company issued 240,400 shares of common stock to Anson, completing the settlement of all remaining obligations under the termination agreement.

Pre-Funded Warrants

In connection with the 2026 Private Placement (see Note 9), on June 9, 2026, the Company issued Pre-Funded Warrants to purchase up to 1,583,000 shares of common stock. The Pre-Funded Warrants are exercisable at any time after issuance at an exercise price of $0.0001 per share and do not expire until exercised in full. A holder (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder would beneficially own in excess of 4.99% (or, at the holder’s election upon issuance,9.99%) of the Company’s outstanding common stock. The Company evaluated the Pre-Funded Warrants under ASC 815-40 and concluded that they are indexed to the Company’s own stock and meet the conditions for equity classification. Accordingly, the Pre-Funded Warrants were recorded within additional paid-in capital at issuance and are not subject to subsequent remeasurement. During the three months ended September 30, 2026, holders exercised Pre-Funded Warrants to purchase 275,000 shares of common stock at an exercise price of $0.0001 per share, for aggregate cash proceeds of $27.50, and the Company issued 275,000 shares of common stock. As of September 30, 2026, Pre-Funded Warrants to purchase 1,308,000 shares of common stock remained outstanding.

Placement Agent Warrants

Also in connection with the 2026 Private Placement, the Company issued the Placement Agent Warrants to purchase up to 116,650 shares of common stock. The Placement Agent Warrants are immediately exercisable at an exercise price of $17.25 per share (115% of the purchase price per share in the 2026 Private Placement), expire on June 7, 2031, and are subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Placement Agent Warrants provide for customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events. The Company evaluated the Placement Agent Warrants under ASC 815-40 and concluded that they meet the conditions for equity classification. The grant-date fair value of $1,938,014 was estimated using a Black-Scholes option pricing model with the following assumptions: stock price of $20.47, exercise price of $17.25, expected term of 5.0 years, expected volatility of 107.5%, risk-free rate of 4.26%, and expected dividend yield of 0%. The fair value was recognized as an offering cost of the 2026 Private Placement within additional paid-in capital, with no net effect on total stockholders’ equity. The valuation was considered a non-recurring Level 3 fair value measurement. As of September 30, 2026, no Placement Agent Warrants have been exercised and Placement Agent Warrants to purchase up to 116,650 shares of common stock remained outstanding.

NOTE 9 — FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING

2026 Private Placement

On June 7, 2026, the Company entered into a securities purchase agreement with an institutional investor (the “2026 Investor”), pursuant to which the Company agreed to issue and sell, in a private placement, (i)750,000 shares of common stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of common stock at a purchase price of $14.9999 per Pre-Funded Warrant. The 2026 Private Placement closed on June 9, 2026. The Company received aggregate gross proceeds of approximately $35.0 million and net proceeds of approximately $32.2 million after deducting the placement agent fee of 7% of gross proceeds and other offering expenses. The shares, the Pre-Funded Warrants, and the Placement Agent Warrants (as defined below) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) thereunder.

Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent. In addition to the cash fee, the Company issued to the placement agent warrants to purchase up to 116,650 shares of common stock (the “Placement Agent Warrants”), representing 5% of the total securities sold at the closing. See Note 8 for the terms and accounting treatment of the Pre-Funded Warrants and the Placement Agent Warrants.

Total offering costs, consisting of cash costs of $2,814,747 and the $1,938,014 grant-date fair value of the Placement Agent Warrants, were allocated between the common stock and the Pre-Funded Warrants issued in the 2026 Private Placement on the basis of their relative fair values at issuance and recorded as a reduction of the gross proceeds within additional paid-in capital. Because both the common stock and the Pre-Funded Warrants are classified within stockholders’ equity, the allocation had no effect on the amounts recognized in the condensed consolidated financial statements, and no offering costs were charged to expense. See Note 3 for the Company’s accounting for offering costs, including the write-off of deferred offering costs associated with a previously proposed offering that was abandoned during the period.

Pursuant to the 2026 Purchase Agreement, the Company agreed to register the resale of the shares and the shares of common stock underlying the Pre-Funded Warrants. The Company filed a registration statement on Form S-1 on June 12, 2026, which was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, the Company’s directors, executive officers and holders of more than 10% of its common stock (on a fully diluted basis) entered into lock-up agreements restricting sales of the Company’s securities from June 7, 2026, until August 6, 2026 (forty-five days following the effective date of the registration statement), subject to certain exceptions and release with the prior written consent of the placement agent, and the Company agreed to certain restrictions on the issuance and sale of its common stock or common stock equivalents through the same date, subject to customary exceptions. See Note 5 for a waiver obtained from parties to a prior securities purchase agreement in connection with the 2026 Private Placement.

On December 13, 2023, Nubia entered into the FPA with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller” or “Forward Purchase Investors”), which was amended on August 29, 2024 and terminated on September 22, 2026, as described below. For purposes of the FPA, Nubia was referred to as the “Counterparty” prior to the consummation of the Merger, while Solidion Technology, Inc. (“Pubco”) was referred to as the “Counterparty” after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC.

Pursuant to the terms of the Forward Purchase Agreement, Seller had the right, but was not obligated to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share (“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller was not required to purchase an amount of NUBI Shares such that, following such purchase, Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waived such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement was subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The FPA provided for a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller could conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller was calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and was funded from the Counterparty’s Trust Account. Additionally, up to 4,000 shares could be purchased at the Initial Price.

Following the Closing, the reset price (the “Reset Price”) was initially the Initial Price. The Reset Price was subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price was subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The Seller also retained the right to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price.

The Valuation Date for settlement was to occur at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller’s discretion. Upon settlement, adjustments could be made in cash or shares, depending on the circumstances.

The Seller waived redemption rights for Recycled Shares. The FPA was structured to comply with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment related to 147 Recycled shares and consisted of a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 4,000 consideration shares.

On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 160,771. On June 11, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 190,860. On August 29, 2024, the Additional Shares were issued to the Forward Purchase Investors.

Upon the issuance of the 190,860 Additional Shares to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $3,124,379, measured at the fair value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $2,372,232 as a contra-equity component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $752,147 loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the stock subscription receivable and its present value. The stock subscription receivable was presented as a reduction to total stockholders’ equity (deficit) until the termination of the FPA.

The discount of $752,147 was accreted using the effective interest method over the period from August 29, 2024 through the Termination Date (as defined below) (originally through February 2, 2027), with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with no impact on the statements of operations. Accretion for the three and nine months ended September 30, 2026, was $77,180 and $236,798, respectively. The stock subscription receivable balance as of the Termination Date, prior to its derecognition, was $3,078,225.

The Company accounted for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value was recorded as a derivative liability on the condensed consolidated balance sheets. The Company recorded changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives account on the Company’s condensed consolidated statements of operations.

The Company utilized a Monte Carlo simulation model to determine the fair value of the FPA, comprising Recycled Shares of 147 and Additional Shares of 190,860, totaling 191,007 shares (the “FPA Shares”) as of the Termination Date and December 31, 2025. The model estimated a liability of approximately $1,297,600 as of the Termination Date, compared to $1,756,700 as of June 30, 2026 and $1,388,700 as of December 31, 2025.

As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of $459,100 and $91,100 for the three and nine months ended September 30, 2026, respectively, compared to $(133,400) and $5,518,100 for the three and nine months ended September 30, 2025, respectively.

Termination of the FPA

In December 2025, the Company filed a complaint against the Forward Purchase Investor and certain of its affiliates, asserting claims related to the FPA. On September 22, 2026, the parties entered into a settlement agreement under which the Company dismissed the action with prejudice, the defendants made no admission of liability, and the parties exchanged mutual releases of all claims arising under or related to the FPA. As a result, the FPA was terminated. No cash or other consideration was paid by either party in connection with the settlement. The shares previously issued to the Forward Purchase Investor remain outstanding, and the Company has no right to receive any further proceeds for those shares. Accordingly, accretion of the stock subscription receivable was recorded through the termination date, and the stock subscription receivable was derecognized upon termination.

Upon termination, the stock subscription receivable and the FPA derivative liability were derecognized, resulting in gain of $1,297,600 within other income (expense) and an adjustment to additional paid-in capital of $3,078,225. As of September 30, 2026, the Company had no assets, liabilities, or stock subscription receivable outstanding related to the FPA.

NOTE 10 — DEBT

Convertible Notes

At various dates during the first quarter of 2024, the Company issued convertible notes of $527,500 to meet our working capital requirements. At various dates during September and October 2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately 2,707 common shares due upon conversion.

During the three months ended March 31, 2025, holders converted an aggregate of $527,500 principal amount of convertible notes into 67,895 shares of common stock. As of September 30, 2026, convertible notes representing 1,800 shares remained outstanding and subject to conversion.

Short-term Notes Payable

D. Boral Capital LLC

On February 1, 2024, the Company executed a Promissory Note with EF Hutton LLC (now known as D. Boral Capital LLC) (“D. Boral”), totaling $2,200,000, to cover underwriters’ fees associated with the closure of the Company’s Merger with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24% per annum until such event of default is cured. The principal amount of this Promissory Note is payable on designated dates, with $183,333 scheduled on the first business day of each month until the final payment on March 1, 2025. As of December 31, 2025, the Company was in default of the Promissory Note due to non-payment of scheduled installments, and the default was continuing as of September 30, 2026. The Promissory Note accrues interest at the default rate of 24% per annum. In June 2026, EF Hutton filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, seeking payment of the outstanding principal, accrued interest, and costs and disbursements. The full amount of principal and accrued default interest is reflected in the Company’s condensed consolidated balance sheet. See Note 6.

The outstanding balance of the Promissory Note amounted to $1,025,824 as of September 30, 2026 and December 31, 2025. The accrued but unpaid interest on the Promissory Note totaled approximately $442,572 and $235,356 as of September 30, 2026 and December 31, 2025, respectively.

Benesch Friedlander Coplan & Aronoff LLP

On April 29, 2024, the Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff LLP (“Benesch”) in the original principal amount of $670,000, bearing interest at 7% per annum. The note was subsequently amended in November 2024 and August 2025 to, among other things, capitalize unpaid interest, increase the interest rate to 10% per annum, and extend the maturity date to May 31, 2025. The outstanding principal balance was $621,732 as of December 31, 2025, with accrued but unpaid interest of approximately $28,614.

During the three months ended June 30, 2026, the Company repaid the Benesch note in full, including all accrued interest. As of September 30, 2026, no amounts remained outstanding under the note.

Great Point Capital, LLC

On October 29, 2025, the Company executed an unsecured Promissory Note with Great Point Capital, LLC (the “Noteholder”) in the principal amount of $1,000,000. The Note bears interest at a rate of 8.0% per annum, payable quarterly in arrears. The Note matures on October 25, 2026 or the date on which all amounts become immediately due and payable following a Nasdaq delisting notice that would result in the Company’s common stock no longer trading on any Nasdaq market. In the event of a default, the Note bears interest at the Default Rate of 10% per annum.

The Note contains customary representations, warranties, and covenants of the Company and provides for events of default, including nonpayment of principal or interest, breaches of representations, insolvency events, and delisting of the Company’s common stock from Nasdaq. Upon an event of default, the Noteholder may declare all outstanding principal and accrued interest immediately due and payable. The accrued but unpaid interest on the Promissory Note totaled approximately $41,458 and $14,685 as of September 30, 2026 and December 31, 2025, respectively.

On October 28, 2026, the Company and the Noteholder entered into an Amended and Restated Promissory Note that extended the maturity date to April 25, 2027. The interest rate, principal amount and other economic terms were not changed.

The outstanding balance of Short-term Notes Payable amounted to $2,021,030 and $2,647,556 as of September 30, 2026, and December 31, 2025, respectively.

Notes Payable — Related Party

As of September 30, 2026, the Company had two promissory notes outstanding with Madison Bond LLC, a significant stockholder, in the aggregate principal amount of $150,000: (i) a note dated May 7, 2026 in the principal amount of $75,000, bearing interest at 16% per annum and maturing on August 7, 2026, and (ii) a note dated May 11, 2026 in the principal amount of $75,000, bearingno interest and maturing on November 11, 2026, each with the entire principal due in a balloon payment at maturity. Accrued interest on the May 7 note of $4,800 was outstanding as of September 30, 2026. The notes and accrued interest are presented within short-term notes payable - related party on the condensed consolidated balance sheet. No amounts were outstanding under related party notes as of December 31, 2025. See Note 5 for additional information regarding these notes and the Company’s other transactions with Madison Bond. The Company is working on amending the May 7 note of $75,000 to extend maturity.

NOTE 11 — INCOME TAXES

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2026, and December 31, 2025, the Company had a full valuation allowance against its deferred tax assets.

For the three and nine months ended September 30, 2026 and 2025, the Company utilized the annualized effective tax rate method and recorded zero income tax expense based on azero effective tax rate. No tax benefit or expense has been recorded in relation to the pre-tax income for the three and nine months ended September 30, 2026 and 2025, and pre-tax losses for the three and nine months ended September 30, 2026 and 2025 due to a full valuation allowance to offset any deferred tax assets.

NOTE 12 — STOCK-BASED COMPENSATION

Unrestricted Common Stock Awards

During the nine months ended September 30, 2026, no unrestricted common stock awards were granted and no related compensation expense was recognized.

During the three months ended March 31, 2025, the Company granted fully vested, unrestricted common shares to certain employees in connection with the terms of their individual employment agreements and recognized compensation expense of $121,410 in the period. This compensation cost is included withinResearch and Development expenses on the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025; no such expense was recognized during the three months ended September 30, 2025.

Restricted Stock Units and Stock Options

During the three and nine months ended September 30, 2026, the Company granted 38,594 restricted stock units (“RSUs”) to its independent directors, as described below. During the three and nine months ended September 30, 2026,0 and 6,667 unvested RSUs were forfeited in connection with management departure, resulting in a reversal of previously recognized compensation cost. The Company recognized $15,407 and $44,965 in stock-based compensation expense related to RSUs for the three and nine months ended September 30, 2026, included within operating expenses on the Company’s condensed consolidated statements of operations.

Independent Director RSU Grants

On August 31, 2026, the Board of Directors, upon the recommendation of the Compensation Committee, approved a revised compensation program for the Company’s independent directors, which superseded all prior resolutions regarding director compensation. Under the program, each independent director receives an annual award of RSUs with a value of $100,000 for a full calendar year of Board service, with the number of RSUs determined by dividing the award value by the closing price of the Company’s common stock on the last trading day preceding the grant date and rounding down to the nearest whole unit. Each annual grant is subject to separate approval by the Board of Directors.

On September 1, 2026, the Company granted a total of 38,594 RSUs under the 2023 Equity Incentive Plan for 2026 Board service, consisting of 12,853 RSUs to each of the two independent directors who served for the full 2026 calendar year and 4,296 RSUs to each of the three independent directors appointed to the Board on August 31, 2026, whose awards were prorated for the portion of 2026 remaining from the grant date. The RSUs vest in three equal annual installments on the first three anniversaries of the grant date, subject to the director’s continued service. The grant-date fair value of the RSUs was $7.66 per unit, based on the closing price of the Company’s common stock on the grant date, or approximately $295,630 in the aggregate. The Company recognizes compensation cost for these awards using the graded vesting (accelerated attribution) method, under which each vesting tranche is expensed over its own requisite service period beginning on the grant date, and accounts for forfeitures as they occur. For the three and nine months ended September 30, 2026, the Company recognized $14,841 of stock-based compensation expense related to these awards, included within general and administrative expenses.

The following table summarizes RSU activity for the nine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation cost related to unvested RSUs was approximately $301,555, expected to be recognized over a weighted-average period of 1.83 years.

During the nine months ended September 30, 2025, the Company granted restricted stock units to certain executives and management in connection with the terms of their individual employment agreements. The Company recognized the amount of $71,049 and $351,157 for the three and nine months ended September 30, 2025, respectively. This compensation cost is included within Research and Development expenses on the Company’s condensed consolidated and combined statements of operations. There wereno stock options granted or outstanding during the period ended September 30, 2025.

Warrants

There wereno warrants granted during the three and nine months ended September 30, 2026. There were 12,000 at-the-money warrants outstanding as of September 30, 2026.

During the three and nine months ended September 30, 2025, the Company granted 0 and 12,000 at-the-money warrants, respectively, to certain executive officers pursuant to the terms of their individual employment agreements. The warrants were fully vested upon grant and expire on February 2, 2029, however, the exercise price has not been established.

Awards with Market-Based Conditions

In connection with the aforementioned executive employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target, which range from $1,500 to $15,000 per share. The executives could be granted up to 120,000 shares based on attainment of all applicable stock price targets over the term ofsix years and an estimated fair value of approximately $4,800,000. The Company recognized $278,176 and $834,529 of stock-based compensation expense related to these awards for each of the three and nine months ended September 30, 2026 and 2025. This compensation cost is included withinSelling, General, and Administrative expenses on the Company’s condensed consolidated statements of operations.

The following table summarizes our awards with market-based conditions:

Awards with Performance Conditions

In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5% of the equity value of the Company (up to $10 million for each executive, totaling $20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through September 30, 2026, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related to these awards.

Stock-based Compensation to Consultants

The Company periodically grants equity awards to non-employee consultants and contractors in exchange for services provided to the Company. The Company accounts for these awards in accordance with ASC 718. The grant-date fair value of the awards is measured on the date the awards are approved and the terms of the award and the recipient’s service obligation are established.

Equity awards granted to non-employee consultants and contractors may vest upon the grant date or over a specified service period. The Company recognizes stock-based compensation expense based on the grant-date fair value of the awards over the applicable service period. The grant-date fair value of shares issued is generally based on the closing price of the Company’s common stock on the date of grant.

During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $0 and $671, respectively, related to equity awards granted to consultants and contractors, included within operating expenses. No such expense was recognized during the three and nine months ended September 30, 2026.

NOTE 13 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1—quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3—unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s liabilities that are measured at fair value as of September 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Forward purchase agreement

The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 191,007 FPA Shares, through September 22, 2026, the date the FPA was terminated (see Note 9).

The fair value measurement of the FPA at September 22, 2026 and December 31, 2025 was calculated using the following assumptions:

The model measured the total present value of the Company’s proceeds at approximately $3,788 and the total present value of the Company’s liability at approximately $1,301,386, resulting in a net liability of approximately $1,297,600 as of September 22, 2026. This resulted in a non-cash non-operating gain from the change in fair value of derivatives of $459,100 and $91,100 for the three and nine months ended September 30, 2026, respectively.

On September 22, 2026, the FPA was terminated in connection with a settlement agreement with the Forward Purchase Investors (see Note 9). Upon termination, the FPA derivative liability was derecognized, and no FPA liability was outstanding as of September 30, 2026.

The following table presents the changes in the fair value of the derivative liability associated with the Forward Purchase Agreement, measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and nine months ended September 30, 2026:

Warrants – Series A

The Company utilized a Black-Scholes option pricing model to determine the fair value of the Series A Warrants at September 30, 2026, using the following assumptions:

The fair value of the Series A Warrants as of September 30, 2026 was $565,700. This resulted in a non-cash gain from the change in fair value of derivatives of $782,143 and $793,711 for the three and nine months ended September 30, 2026, respectively. During the three months ended September 30, 2026, investors exercised 246,664 Series A Warrants, and the related fair value of $1,667,348 was reclassified from the derivative liability to additional paid-in capital. As of September 30, 2026, investors had exercised 856,140 Series A Warrants and all 114,992 Series B Warrants, resulting in the issuance of 901,262 shares of common stock, and 93,651 Series A Warrants remained outstanding.

The following table presents the changes in the fair value of the derivative liability associated with the Series A Warrants, measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and nine months ended September 30, 2026:

Warrants – Series C and D

The Company’s Series C and Series D Warrants were classified as derivative liabilities and remeasured to fair value each reporting period until their conversion and cancellation in October 2025 (see Note 8).

Non-cash gain (loss) from the change in the fair value of the Series C and Series D Warrants was $(2,175,500) and $2,206,750, for the three and nine months ended September 30, 2025, respectively.

As of December 31, 2025, all Series C and Series D Warrants had been exercised andno warrants remained outstanding. Accordingly, no fair value measurement was required for these instruments as of September 30, 2026, andno gain or loss from change in fair value was recognized for the three and nine months ended September 30, 2026.

Stock-based compensation – Awards with Market-Based Conditions

The Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following assumptions: stock price of $226.50, risk free rate of 3.9%, volatility of 72.5%, dividends yield of 0% and duration of 6 years.

Placement Agent Warrants

In connection with the 2026 Private Placement, the Company issued warrants to the placement agent to purchase up to 116,650 shares of common stock (the “Placement Agent Warrants”), which were classified within stockholders’ equity. Because the Placement Agent Warrants are equity-classified, they are measured at fair value only at issuance and are not remeasured in subsequent periods. Accordingly, the Placement Agent Warrants are not included in the recurring fair value measurement table above.

The grant-date fair value of the Placement Agent Warrants of $1,938,014 was measured on a nonrecurring basis using a Black-Scholes option pricing model, which represents a Level 3 measurement given the significant unobservable inputs. The following assumptions were used: stock price of $20.47, exercise price of $17.25, expected term of 5.0 years, expected volatility of 107.5%, risk-free interest rate of 4.26%, and expected dividend yield of 0%. The fair value was recognized as an offering cost of the 2026 Private Placement within additional paid-in capital, with no net effect on total stockholders’ equity. See Note 8 for additional information.

NOTE 14 — LEASES

The Company had no right-of-use assets or lease liabilities recorded on its consolidated balance sheets as of December 31, 2025.

Office lease

In July 2026, the Company entered into a Commercial Sublease Agreement (the “Sublease”) with American State Bank, a Texas banking association, for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas 75201, which serves as the Company’s corporate headquarters. The Sublease has a term of 53 months commencing July 13, 2026, and expiring November 30, 2030. Base rent under the Sublease is as follows:

The Company also leases 11 parking spaces at a fixed charge of $1,786 per month, which is included in the measurement of the lease liability because of the Company’s election to combine lease and non-lease components. In addition to base rent, the Company is obligated to pay its proportionate share of operating expenses, real estate taxes, and sublessor insurance (NNN), estimated at $26.54 per rentable square foot for 2026 (approximately $8,328 per month), subject to annual reconciliation. Because these amounts vary with actual costs incurred by the sublessor, they are not included in the measurement of the lease liability and are recognized as variable lease cost in the period incurred.

At commencement, the Company paid a security deposit of $21,906 and prepaid rent of $131,436. Total amounts paid to the Sublessor upon commencement, including the security deposit, prepaid rent, and prorated July 2026 rent and NNN, were $165,420. The prepaid rent is applied against one monthly invoice per calendar quarter over six consecutive quarters beginning December 1, 2027. Of the prepaid rent, $77,937 relates to base rent and parking and was included in the initial measurement of the ROU asset; the remaining $53,499 relates to NNN and is recorded in other non-current assets. The security deposit of $21,906 is refundable and is also recorded in other non-current assets.

The Sublease is classified as an operating lease. At commencement, the Company recognized a ROU asset of $522,236 and a lease liability of $444,299.

The Sublease contains no options to extend or terminate the lease, no purchase option over the premises, and no residual value guarantees. The Sublease does not provide an implicit rate, and the Company therefore measured the lease liability using its estimated incremental borrowing rate of 15.0% at the commencement date. That rate was determined on a collateralized basis for a term approximating the lease term, by reference to the Company’s recent borrowings adjusted for the effect of collateral and corroborated against market yields for issuers of comparable credit quality.

Total lease cost is included in general and administrative expenses in the condensed consolidated statements of operations. The Company hadno lease cost for the three and nine months ended September 30, 2025, other than short-term lease cost of $8,613 and $36,193, respectively. Short-term lease cost relates to the Company’s former office premises, which were vacated in July 2026.

Supplemental cash flow and other information related to the operating lease was as follows:

Cash paid for amounts included in the measurement of lease liabilities excludes $77,937 of prepaid rent paid at commencement, which was included in the initial measurement of the right-of-use asset rather than the lease liability; total cash paid for the operating lease during the nine months ended September 30, 2026, was $97,583, presented within operating activities.

The weighted-average remaining lease term and weighted-average discount rate as of September 30, 2026, were 4.2 years and 15.0%, respectively. Maturities of the operating lease liability as of September 30, 2026, were as follows:

The maturity analysis above excludes $77,937 of contractual base rent and parking charges that will be settled through application of the prepaid rent described above, which was included in the initial measurement of the right-of-use asset and will not result in future cash outflows. It also excludes variable NNN payments, which are not included in the measurement of the lease liability.

NOTE 15 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.

Great Point Capital Note

On October 28, 2026, the Company and the Noteholder entered into an Amended and Restated Promissory Note that extended the maturity date to April 25, 2027. The interest rate, principal amount and other economic terms were not changed.