"Solidion remains prepared to engage constructively with Flux's Board and management and believes Flux shareholders deserve the opportunity to choose between money now and little or no money later," said Jaymes Winters, Chairman and CEO of Solidion Technology.

An Open Letter to the Shareholders of Flux Power Holdings Inc.

To the Shareholders of Flux Power Holdings Inc.:

While Solidion believes that Flux has valuable products, customers, talent and commercial infrastructure, the stock price does not represent the forthcoming dilution of shareholder equity due to issuance of common or preferred stock at the current bid price. Because of this, Solidion's non-binding indication of interest is priced under yesterday's closing price when taking into account identified accounting adjustments. In Solidion's view, Flux's deteriorating financial performance demonstrates the need for management change, greater operating discipline and a renewed focus on creating shareholder value. As illustration, in Solidion's view:

  • The acquisition directly advances Solidion's revenue and customer-growth strategy. Solidion's next phase of growth is focused on converting its technology and intellectual property into revenue, customers and commercial scale. Solidion believes that Flux provides an established revenue base, customers, products, manufacturing capabilities and market access in line with the goals Solidion has set to maximize shareholder value.
  • Flux's financial performance demonstrates the need for change. Fiscal 2026 revenue declined approximately 37% to $42.1 million from $66.4 million in fiscal 2025, while Flux reported a $6.5 million operating loss, a $7.4 million net loss and approximately $5.9 million of negative operating cash flow. Flux ended fiscal 2026 with approximately $0.3 million of cash and an accumulated deficit of approximately $113.8 million.
  • Flux faces significant liquidity and financing challenges. Flux's independent auditor raised substantial doubt regarding Flux's ability to continue as a going concern, and Flux remains in default under its Gibraltar Business Capital credit agreement. Under the September 18, 2026 amendment, Gibraltar requires Flux to raise at least $4 million of equity capital within 50 days, opening up to considerable shareholder dilution.
  • The proposed $4 million facility will substantially dilute Flux shareholders. Although the proposed all cash acquisition price/share will likely be lower than the closing price as of September 28, 2026, in Solidion's view, it will be higher than the anticipated price that would follow a substantially discounted, highly dilutive financing facility.
  • Solidion believes it can bring greater financial and operating discipline to Flux. Solidion reported approximately $27.7 million in cash and cash equivalents as of June 30, 2026. Following a transaction, Solidion would seek to create a leaner operating structure, including evaluating opportunities to consolidate SG&A and public-company costs, while prioritizing customer acquisition and retention, sales growth, product competitiveness and investments capable of generating sustainable commercial returns.

Solidion has made several attempts to engage with Flux's management and Board of Directors, but we do not believe they have responded with the urgency warranted by Flux's financial condition.

Sincerely,

Jaymes Winters

Chairman and Chief Executive Officer

Solidion Technology, Inc.