Current Report Filing (8-k)
20 May 2022 - 4:29AM
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2022-05-19
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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)
May 19, 2022 (May 17, 2022)
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: (518) 218-2550
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
(see General Instruction A.2. below):
| ☐ | 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 |
|
SNLH |
|
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 2.02 Results
of Operations and Financial Condition
On May 17, 2022,
Soluna Holdings, Inc. (the “Company”), issued a press release announcing its financial and business highlights for
the month ended April 30, 2022 and Soluna Computing, Inc. (“SCI”) April site level financials. The press release and
presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”)
and is incorporated by reference herein.
Item 7.01 Regulation
FD Disclosure
Reference is made
to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.
The
information contained in this Form 8-K provided under Item 7.01 and Exhibits 99.1 and 99.2 attached hereto are furnished to,
but shall not be deemed filed with, the Securities and Exchange Commission (the “SEC”) or incorporated by
reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended.
Forward-Looking
Statements
This
Form 8-K and Exhibits 99.1 and 99.2 contain forward-looking statements. Forward-looking statements include, but are not limited
to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements
related to the Company’s future activities, or future events or conditions. These statements are based on current expectations,
estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements
are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks that may be included in documents that the Company files from time to time with the SEC.
Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: May 19, 2022 |
SOLUNA HOLDINGS, INC. |
|
|
|
|
|
|
By: |
/s/ Jessica L. Thomas |
|
|
|
Name: Jessica L. Thomas
Title: Chief Financial Officer |
|
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