0000064463 false 0000064463 2023-02-14 2023-02-14 0000064463 SLNH:CommonStockParValue0.0001PerShareMember 2023-02-14 2023-02-14 0000064463 SLNH:Sec9.0SeriesCumulativePerpetualMember 2023-02-14 2023-02-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 14, 2023

 

SOLUNA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-40261   14-1462255
(State or Other Jurisdiction  

(Commission

   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

325 Washington Avenue Extension, Albany, NY 12205

(Address of Principal Executive Offices) (Zip Code)

 

(518) 218-2500

(Registrant’s Telephone Number, Including Area Code)

 

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 $0.0001 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 1.01 Entry into a Material Definitive Agreement

 

As described in a definitive proxy statement for the Special Meeting of Stockholders of Soluna Holdings, Inc. (the “Company”) to be held on March 10, 2023 filed with the Securities and Exchange Commission on February 10, 2022 (the “Proxy Statement”), on February 9, 2023 the Company and the December 2022 Investors amended Sections 2.4(a) and 2.4(b) of the December 2022 Purchase Agreement so that the exercise price per Option Share and accompanying Option Warrant at each subsequent closing under the December 2022 Purchase Agreement shall not be lower than $0.30. Capitalized terms used but not defined herein have the meanings given to such terms in the Proxy Statement. The information under Proposals 1 and 2 in the Proxy Statement are incorporated herein by reference.

 

 

 

 

SIGNATURE

 

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: February 14, 2023

 

  SOLUNA HOLDINGS, INC.
     
  By: /s/ Philip F. Patman, Jr.
  Name: Philip F. Patman, Jr.
  Title: Chief Financial Officer

 

 

 

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