STI 8-K
Solidion Technology Inc. (STI)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On August 31, 2026, the Board of Directors (the “Board”) of Solidion Technology, Inc. (the “Company”) increased the size of the Board from four (4) to seven (7) members and appointed each of the following individuals to hold office until the annual meeting of stockholders at which the directors of his or her class next stand for election and until his or her successor has been duly elected and qualified, subject to earlier death, resignation, disqualification, or removal:
| ● | Mark Schwartz, as a Class I director; | |
| ● | Kimi L. Ellen, CPA, NACD.DC, as a Class II director; and | |
| ● | Dante W. Robinson, as a Class III director. |
Mark Schwartz
Mark Schwartz. Mark Schwartz, age 70, is an accomplished CEO, CFO, and board director with more than 36 years of leadership experience across the consumer, technology and healthcare industries. He co-founded Bodega Latina Corporation, which grew into a $7 billion grocery chain and the largest Hispanic retailer in the United States, led the IPO of DD Group plc, and oversaw the sale of Bartell Drug Company to Rite Aid. Mr. Schwartz has served on more than a dozen public and private company boards, including Starbucks Coffee Company. He received a Bachelor of Arts, cum laude, from Claremont McKenna College in economics and political science and a Master of Business Administration, with honors, from Harvard Business School. Mr. Schwartz has served as a director of Onfolio Holdings, Inc. (Nasdaq: ONFO) since March 2022, where he currently serves as Chair of the Audit Committee and as a member of the Compensation Committee.
Kimi L. Ellen, CPA, NACD.DC
Kimi L. Ellen, age 56, is an award-winning CEO, Managing Partner, CPA, QFE, and board member with extensive experience in forensic auditing, consulting, governance, strategic planning, and business growth. She has advised organizations ranging from startups to Fortune 500 companies and government entities and has led complex forensic engagements, including investigations involving collaboration with the FBI. Ms. Ellen is Co-Founder, Managing Partner, and CEO of Benford Brown & Associates, LLC, where she has helped grow the firm since 1996 to nearly 50 professionals and quadrupled revenue over the last three years. She serves on boards and advisory councils including Mainstreet Legacy Partners, Nestment, Inc., Access Community Health Network, the AICPA Governing Council, NABA Inc., Diverse Organization of Firms, the Government Accounting Standards Advisory Council, and the Illinois CPA Society. Her recent honors include being named among the 2025 50 Women to Watch for Boards, Forbes’ Top 200 CPAs in the U.S., and Forbes’ Top CPAs Best-In-State. She holds a Bachelor of Science in Accountancy from the University of Illinois and is a licensed CPA in Illinois and New York.
Dante W. Robinson
Dante W. Robinson, age 59, is a business and financial leader with more than 30 years of experience in finance and audit. He is a qualified financial expert (QFE) who has served on an Audit Committee, including as Committee Chair, and is a CPA. Mr. Robinson leads regulatory oversight relationships and drives corporate and functional regulatory improvement. He developed and implemented an innovative B2C transformation technology strategy that reduced operational inefficiencies by 80%, increased business flow by 24%, and increased revenue by $3 million in its first year. He continues to refine his board governance competencies through the NACD as a Board Leadership Fellow. Mr. Robinson serves as Chief of Internal Affairs for State Compensation Insurance Fund, one of California’s largest workers’ compensation insurers, where he has worked since 2012, leading teams of 60 to 200 individuals and reporting to the Corporate Board’s Audit Committee Chair.
In connection with the foregoing, the Board (i) appointed each of Messrs. Schwartz and Robinson and Ms. Ellen as a member of the Audit Committee of the Board (together, the “Audit Committee Appointments”), and restated the composition of the Audit Committee to consist of Mmes. Tjon (Chair) and Ellen and Messrs. Robinson and Schwartz; (ii) appointed each of Mr. Schwartz and Ms. Ellen as a member of the Compensation Committee of the Board, and restated the composition of the Compensation Committee to consist of Mr. Schwartz (Chair) and Ms. Ellen and Mr. John Davis; and (iii) appointed Mr. Robinson as a member of the Nominating and Corporate Governance Committee of the Board, and restated the composition of the Nominating and Corporate Governance Committee to consist of Mr. Davis (Chair) and Mr. Robinson and Ms. Tjon.
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The Board determined that each of Messrs. Schwartz and Robinson and Ms. Ellen is independent within the meaning of Rule 10A-3(b)(1) under the Exchange Act and the applicable listing standards of The Nasdaq Stock Market LLC, including the additional independence requirements applicable to members of the Audit Committee and the Compensation Committee of the Board. The Board further determined that each of Messrs. Schwartz and Robinson and Ms. Ellen qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
There are no arrangements or understandings between any of Messrs. Schwartz and Robinson and Ms. Ellen and any other person pursuant to which any of them was selected as a director, and none of them has a direct or indirect material interest in any transaction or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Compensatory Arrangements
On August 31, 2026, the Board adopted non-employee director compensation arrangements pursuant to which each non-employee director will receive an annual grant of RSUs with a value of $100,000, based on a full calendar year of service and compensation, (with the number of RSUs determined by dividing $100,000 by the closing price of the Company’s common stock on the business day immediately preceding the grant date), vesting in one-third (1/3) increments on each of the first three (3) anniversaries of the grant date, and quarterly cash compensation going forward for committee service (Audit Committee members: $10,000 per quarter; Audit Committee Chair: $12,500 per quarter; Compensation Committee and Nominating and Corporate Governance Committee members: $5,000 per quarter; Compensation Committee and Nominating and Corporate Governance Committee Chairs: $6,000 per quarter).
In connection therewith, the Board authorized grants of 12,853 RSUs to each of Ms. Tjon and Mr. Davis on the same terms as described above in respect of their service during calendar year 2026 since January 1, 2026 and 4,296 RSUs to each of Messrs. Schwartz and Robinson and Ms. Ellen during calendar year 2026 since September 1, 2026.
Awards have been and will be granted under the Company’s 2023 Equity Incentive Plan.
Nasdaq Compliance
As a result of the Audit Committee Appointments, the Company has regained compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of at least three directors within the applicable cure period to regain compliance.
Item 7.01. Regulation FD Disclosure.
On August 31, 2026, the Company issued a press release announcing the appointment of Messrs. Schwartz and Robinson and Ms. Ellen, the full text of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 2, 2026 | ||
| SOLIDION TECHNOLOGY, INC. | ||
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Solidion Technology, Inc. Appoints Three New Independent Directors to Its Board of Directors And Updates Its Board Committees
DALLAS, TX, August 31, 2026 – Solidion Technology Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions provider, today announced the appointment of Kimi L. Ellen, Mark N. Schwartz, and Dante W. Robinson as independent directors to its Board of Directors, effective August 31. Each of the new directors has been determined by the Board to be independent under the applicable listing standards of The Nasdaq Stock Market and applicable rules of the U.S. Securities and Exchange Commission.
The appointments strengthen the financial, audit, and governance expertise of Solidion’s Board and its committees as the Company advances its battery materials and next-generation battery commercialization strategy. “Our entire organization is proud to welcome three new directors that bring a wealth of financial and governance experience to Solidion,” said Jaymes Winters, Chief Executive Officer.
Kimi L. Ellen, CPA
| Ms. Ellen is Managing Partner and Chief Executive Officer of Benford Brown & Associates, LLC, a full-service certified public accounting firm, and brings extensive expertise in audit, internal controls, financial reporting, risk assessment, and governance across public and private sector organizations. She is a Certified Public Accountant and an NACD Certified Director, and currently serves on the American Institute of CPAs Council and the Governmental Accounting Standards Advisory Council, among other board and committee roles. Ms. Ellen was named to Forbes’ Top 200 CPAs in the U.S. in 2024 and 2025 and to “50 Women to Watch for Boards” in 2025. She holds a Bachelor of Science in Accountancy from the University of Illinois. Ms. Ellen will serve on the Board’s Compensation Committee and the Audit Committee and has been determined to qualify as an “audit committee financial expert” as defined under SEC rules. |  |
Mark N. Schwartz
Mr. Schwartz is a public and private company chief executive officer, chief financial officer, and director with extensive experience in corporate finance, initial public offerings, SEC reporting, mergers and acquisitions, and financial strategy across multiple industries. He currently serves as a director and Audit Committee Chair of Onfolio Holdings, Inc. (Nasdaq: ONFO) and as a director of Avicanna and the StartEngine Growth Tech Fund. Mr. Schwartz previously served on the board of directors of Starbucks Corporation. He holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts from Claremont McKenna College. Mr. Schwartz will serve as Chair of the Compensation Committee and will also serve on the Board’s Audit Committee and has been determined to qualify as an “audit committee financial expert.” |
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Dante W. Robinson, CPA
| Mr. Robinson is a financial and audit leader with more than three decades of experience in the finance industry and audit function, and currently serves as Chief of Internal Affairs at State Compensation Insurance Fund, one of California’s largest workers’ compensation insurers. He is a Certified Public Accountant, a qualified financial expert with experience serving as an Audit Committee Chair, and an NACD Board Leadership Fellow. Mr. Robinson holds a Bachelor of Science in Business Administration degree with an emphasis in accounting and finance from the University of California, Berkeley. Mr. Robinson will serve on the Board’s Nominating and Governance Committee and the Audit Committee and has been determined to qualify as an “audit committee financial expert.” |  |
Board and Chair Composition
Following the appointments, Solidion’s Board consists of seven directors, a majority number of whom are independent under Nasdaq listing standards.
Effective August 31, the Chairmanship of the Board Committees shall additionally be updated such that:
| ● | Compensation Committee: Chaired by Mark Schwartz, whose qualifications are noted above. |
| ● | Audit Committee: Chaired by Independent Board Member Karin-Joyce Tjon. Ms. Tjon has served as a director of the Company since the closing of its IPO. Ms. Tjon has served as a Director at Volcon, Inc. (NASDAQ: VLCN) and Kaleyra, Inc. (NYSE: KLR). Prior to Ms. Tjon’s retirement in 2020, from July 2018 until May 2020 she served as Chief Financial Officer for Alorica, Inc. a multi-billion dollar customer service provider with over 100,000 employees worldwide. Ms. Tjon has more than 6 years of executive management level experience as a Chief Executive Officer for publicly listed companies and large privately held companies. Ms. Tjon was President and Chief Operating Officer for Scientific Games, Inc., responsible for their Gaming and Lottery divisions, and also served as Executive Vice President and Chief Financial Officer for Epiq Systems (NASDAQ: “EPIQ”) where she was responsible for legal, governance and risk compliance as well as all areas of international corporate finance, including financial planning and analysis, accounting, SEC filings, tax planning, investor relations, and SAP support, and Ms. Tjon served at Alvarez & Marsal LLC, a leading global professional services firm, where Ms. Tjon served in several C-level posts guiding global clients through operational restructurings, business planning and execution, complex negotiations, financial audit and regulatory compliance issues, and technology issues. Ms. Tjon holds a Master of Business Administration from Columbia University’s Graduate School of Business and a Bachelor’s degree in specialized studies in Organizational Behavior from Ohio University. |
| ● | Nominating & Governance Committee: Chaired by Independent Board Member John Davis. Since 2022, Mr. Davis has served as President of BTECH, Inc., a battery monitoring technology company. Prior to that role, from 2021 to 2022, Mr. Davis served as Chief Operating Officer of Primet Precision Materials, a nanoscission technology company producing lithium battery cathode. Prior to that role, from 2019 to 2020, Mr. Davis served as Chief Operating Officer of Global Graphene Group. Prior to that role, from 2015 to 2018, Mr. Davis served as Senior Vice President of Operations for BrightVolt, a solid state lithium battery technology company. Mr. Davis received a B.S. in Chemical Engineering and M.B.A. from the Illinois Institute of Technology. |
About Solidion Technology, Inc.
Headquartered in Dallas, Texas with pilot production facilities in Dayton, Ohio, Solidion’s (NASDAQ: STI) core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems, including UPS systems serving the artificial intelligence (AI) data center market and electric vehicles for ground, aerospace, and sea transportation. Solidion holds a portfolio of over 385 patents, covering innovations such as high-capacity, silane gas free and graphene-enabled silicon anodes, biomass-based graphite, advanced lithium-sulfur and lithium-metal technologies.
For more information, please visit www.solidiontech.com or contact Investor Relations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc., (NASDAQ: STI) (the “Company, “ “Solidion, “ “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Solidion Technology Inc. Contacts
Investor Contact: [email protected]
Media Contact: [email protected]