Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2024 (June 5, 2024)

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-40261		14-1462255
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

325 Washington Avenue Extension
Albany, New York		12205
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

SLNH

The Nasdaq Stock Market LLC

9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

SLNHP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On June 5, 2024, Soluna Holdings, Inc. (the “Company”) issued a press release containing material non-public information regarding recent corporate and project site updates. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release, dated June 5, 2024

104	Cover Page Interactive Date File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOLUNA HOLDINGS, INC.

Date: June 6, 2024	By:	/s/ John Tunison
		John Tunison
		Chief Financial Officer (principal financial officer)

Exhibit 99.1

Soluna Announces Monthly Business Update

ALBANY, NY, June 5, 2024 – Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced its May project site-level operations, developments, and updates.

The Company has provided the following Corporate and Site Updates.

Key Company Metrics:

The monthly metrics are now available here.

Corporate Highlights:

	●	Q1 2024 Results – The Company released its strong first quarter 2024 results. It included record Quarterly Adjusted EBITDA growth and a healthy increase in cash.

	●	2024 Annual Stockholders’ Meeting – The Company held its annual meeting of stockholders. All matters put to a shareholder vote were approved including the election of directors and the 4th Convertible Note Amendment and related warrant repricing.

	●	CEO’s Letter to Shareholders – CEO John Belizaire shared the Company’s 2024 strategy and roadmap for profitability.

	●	2024 Earnings Power Presentation – The Company published its updated annual Earnings Power Presentation that includes Project Dorothy 2.

	●	Project Kati PPA – Secured 166 MW PPA with EDF Renewables and Masdar for Project Kati in Texas. Unlocks significant Hosting potential.

	●	Financing Secured for Project Dorothy 2 - Spring Lane Capital has agreed to lead the financing round for Project Dorothy 2 with a commitment of up to $30 million. Learn more here.

	●	Strategic Collaboration for AI Business – We launched Soluna Cloud, our new subsidiary focused on sustainable, scalable AI Cloud and hosting services in collaboration with a Leading High-Performance Computing Company

	●	Quick Takes Video Series - CEO John Belizaire discusses “Convergence and the Power of AI”, and Soluna’s under-rated resilience. Watch here.

	●	AMA - The Company published responses to investor questions in its monthly AMA for April. View the responses here.

Key Project Updates:

Project Dorothy 1A (25 MW, Hosting) / Project Dorothy 1B (25 MW, Prop-Mining):

	●	Preparations for the onset of the Four Coincident Peak Program (4CP) to begin in June through September are underway. With our participation in the program, our MaestroOS software will dynamically maintain site operations compliance with ERCOT demand thresholds through the summer months to support local community needs.

	●	Actual power consumption and uptime % continued to remain steady for the month of May and in line with month-over-month performance.

Project Dorothy 2 (50 MW):

	●	Project schedule in the process of being finalized with the substation interconnection targeted for late fall preceding energization of the initial 16 of 48 MW aimed for by the end of 2024.

	●	Power partner’s approval process is nearing completion.

	●	Spring Lane’s definitive documentation is underway.

Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting):

	●	The team responded exceptionally well, mitigating the impacts of recent tornadoes in the Kentucky region. Despite widespread outages, their efforts resulted in minimal downtime at the site.

	●	Infrastructure optimization efforts are ongoing to prepare for the summer heat.

●

Infrastructure upgrades are underway to support the growth of AI Hosted Clients.

Project Kati (166 MW):

	●	PPA agreements signed with EDF Renewables and Masdar.

	●	Retail Electrical Provider agreements executed with Tenaska.

	●	ERCOT planning continues to progress with final edits made on one key study.

	●	Negotiations continue with landowners for the site land leases.

View Soluna’s recent AMA here.

View Soluna 2024 Earnings Power Presentation here.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Soluna Holdings, Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and Soluna Holdings, Inc. undertakes no duty to update such information, except as required under applicable law.

Non-GAAP Measures

In addition to figures prepared in accordance with GAAP, Soluna from time to time presents alternative non-GAAP performance measures, e.g., EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per share, free cash flow, both on a company basis and on a project-level basis. Project-level measures may not take into account a full allocation of corporate expenses. These measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance measures are not subject to GAAP or any other generally accepted accounting principle. Other companies may define these terms in different ways. See our annual report on Form 10-K for the year ended December 31, 2023 for an explanation of how management uses these measures in evaluating its operations.

About Soluna Holdings, Inc (SLNH)

Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings. 

Contact Information

Sam Sova

Partner and CEO

SOVA

Sam@letsgosova.com

Cover	Jun. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity File Number	001-40261
Entity Registrant Name	SOLUNA HOLDINGS, INC.
Entity Central Index Key	0000064463
Entity Tax Identification Number	14-1462255
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 Washington Avenue Extension
Entity Address, City or Town	Albany
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12205
City Area Code	(516)
Local Phone Number	216-9257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SLNH
Security Exchange Name	NASDAQ
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security	9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol	SLNHP
Security Exchange Name	NASDAQ