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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): November 20, 2023
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
5.02 Compensatory Arrangements of Certain Officers
On
November 20, 2023, the Board of Directors (the “Board”) of Soluna Holdings, Inc. (the “Company”) approved and
entered into an Amended and Restated Employment Agreement with John Belizaire, the Company’s CEO, and an amendment to the employment
agreement with Michael Toporek, the Company’s Executive Chairman.
John
Belizaire Amended and Restated Employment Agreement
Pursuant
to the Merger with Soluna Callisto, Soluna Computing, Inc. (“SCI”) and John Belizaire entered into an employment agreement,
dated as of October 29, 2021, pursuant to which Mr. Belizaire would serve as President and Chief Executive Officer of SCI. The employment
agreement provided for an initial term beginning on October 29, 2021, the effective date of the Merger, and ending 36 months thereafter
and, unless either party provides written notice that the agreement will not be renewed, would be automatically renewed for an
additional 12-month period on the third and each subsequent anniversary date of the effective date of the Merger. Mr. Belizaire assumed
the additional role of Chief Executive Officer of the Company on May 1, 2023. Pursuant
to the Amended and Restated Employment Agreement dated November 20, 2023 (the “Belizaire Amended Agreement”), Mr. Belizaire
agreed to continue to serve as our Chief Executive Officer for an initial term beginning as of May 1, 2023, and continuing through December
31, 2027, to be extended automatically for successive one-year periods, in consideration for a retroactive (to May 1, 2023) cash adjustment
of his prior base salary through to the date of the Amended Agreement and a base salary thereafter of $450,000, which will be subject
to annual cost of living adjustments and annual review by the Board or the Compensation Committee and may be increased from time to time
by the Board or the Compensation Committee (“Belizaire Base Salary”). The Belizaire Amended Agreement provides for annual
performance bonuses under the Executive Bonus Plan based on achievement of Key Performance Objectives; and eligibility for employee benefit
plans in effect until Mr. Belizaire’s employment with the Company is terminated.
Pursuant
to the Belizaire Amended Agreement, if Mr. Belizaire is terminated for any reason other than termination without cause or resignation
for good reason, he is entitled to receive (i) a lump sum payment in the amount equal to the sum of Mr. Belizaire’s earned but
unpaid Belizaire Base Salary through the date of termination, (ii) his earned but unpaid Annual Performance Bonus for the calendar year
preceding the date of termination, (iii) his earned but unpaid Annual Performance Bonus for the current calendar year as though the key
performance objectives were achieved, (iv) his accrued but unused vacation days as of the date of termination, (v) reimbursement for
any unreimbursed business expenses incurred through the date of termination, and (vi) any other benefits or rights Mr. Belizaire will
have accrued or earned through his date of termination under the terms of any employee benefit plan. Additionally, if Mr. Belizaire is
terminated without cause or he resigns for good reason, subject to satisfaction of certain release conditions, he will also be entitled
to coverage under any health insurance plan covering Mr. Belizaire for 18 months after the termination of his employment, six months of
his then-current Belizaire Base Salary, both paid in a single lump sum in cash on the first regular Company payroll date next following
the 60th calendar day following the date of termination.
Amendment
to Michael Toporeck’s Employment Agreement
Mr.
Toporeck’s Employment Agreement was amended to provide that subsequent to May 1, 2023, he will serve as Executive Chairman (as
opposed to CEO), to provide an expiration of the agreement on May 1, 2028, to remove the provisions regarding Long-Term Incentive Awards
and Future Performance Awards from the Employment Agreement and to increase the payment for termination without cause or resignation
for good reason from one year to three years.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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: |
November
29, 2023 |
By: |
/s/
David Michaels |
|
|
|
David
Michaels
Chief Financial Officer
(principal financial and accounting officer) |
Exhibit
10.1
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated November 20, 2023 by and between Soluna
Holdings, Inc., a Nevada corporation (the “Company”) and John Belizaire (“Executive”).
WHEREAS,
Executive has been serving as the President and Chief Executive Officer of Soluna Computing, Inc., a Nevada corporation (“SCI”),
a wholly owned subsidiary of the Company, pursuant to that certain Employment Agreement executed on or as of October 29, 2021 (the “Existing
Employment Agreement”);
WHEREAS,
the Company desires to retain the services of Executive as its chief executive officer and Executive desires to be employed by the Company
in such capacity;
WHEREAS,
Company and Executive each desire to enter into this Agreement to provide the terms of such employment, including an extension of the
initial employment term; and
WHEREAS,
SCI has consented to the amendment and restatement of the Existing Employment Agreement in the form of this Agreement.
NOW,
THEREFORE, the parties agree as follows:
1. Definitions.
As used herein, the following terms shall have
the following meanings:
“Board”
means the Company’s Board of Directors.
“Bonus
Plan” means the 2023 annual bonus incentive plan and each other cash or non-cash bonus or incentive plan established by the
Board during or with respect to the Employment Period in which senior executives are eligible to participate.
“Cause”
means any of the following: (i) Executive’s theft, dishonesty, fraud, embezzlement, willful misconduct, breach of fiduciary duty
or material falsification of any Group Company documents or records; (ii) Executive’s material failure to abide by the Company’s
code of conduct or other policies (including policies relating to confidentiality and reasonable workplace conduct) made available to
the Executive; (iii) Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset
or corporate opportunity of any Group Company (including the Executive’s improper use or disclosure of any Group Company’s
confidential or proprietary information); (iv) any misconduct, moral turpitude, gross negligence or malfeasance of Executive that has
or, in the good faith judgment of the Board, could reasonably be expected to have, a material detrimental effect on a Group Company’s
reputation or business; (v) Executive’s repeated willful failure to perform Executive’s assigned duties after written notice
from the Board of such failure; (vi) any material breach by Executive of this Agreement (including, for the avoidance of doubt, the “PRRCA”,
as defined further below); or (vii) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal
act involving fraud, dishonesty, misappropriation or moral turpitude, or that materially and permanently impairs the Executive’s
ability to perform his duties with the Company; provided that in order for the Company’s termination or other claim based
upon Cause to be effective hereunder with respect to any failure or violation that the Board reasonably determines to be susceptible
of cure, Executive must have failed to cure such failure or violation during a period of thirty (30) days after Executive receives notice
from the Company of such failure or violation.
“Change
in Control” means the occurrence of one or more of the following events:
(a) an
event, as a result of which any one person or more than one person acting as a “Group,” as defined in Treas. Reg. Sec. 1.409A-3(i)(5)(v)(B),
acquires ownership of stock or other equity of the Company that, together with stock or other equity held by such person or Group, constitutes
more than fifty percent (50%) of the total fair market value or total voting power of the stock or other equity of the Company. However,
if any one person or more than one person acting as a Group, is considered to own more than fifty percent (50%) of the total fair market
value or total voting power of the stock or other equity of the Company, the acquisition of additional stock or other equity by the same
person or Group is not considered to cause a change in the ownership of the Company. An increase in the percentage of stock or other
equity owned by any one person or Group, as a result of a transaction in which the Company acquires its stock or other equity in exchange
for property will be treated as an acquisition of stock or other equity for purposes of this subsection (a); or
(b) an
event as a result of which any one person or more than one person acting as a “Group,” as defined in Treas. Reg. Sec. 1.409A-3(i)(5)(vii)(C),
acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or Group)
assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market
value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.
“Code”
means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines.
“Committee”
means the compensation committee of the Board.
“Disability”
means Executive’s inability to perform the essential duties, responsibilities and functions of Executive’s position with
the Company for a continuous period of ninety (90) days as a result of any mental or physical disability or incapacity, with or without
reasonable accommodation, all as determined by the Board in its reasonable discretion. Executive shall cooperate in all
respects with the Company if a question arises as to whether Executive has become Disabled (including, subject to restrictions under
any applicable law, submitting to an examination by a medical doctor or other health care specialists the Company selects and authorizing
such medical doctor or such other health care specialist to provide an opinion to the Company as to whether or not Executive’s
condition falls within the definition of “Disability”, but without disclosing any details of Executive’s medical or
psychological condition). Executive shall have the right to challenge any such opinion with a medical opinion of Executive’s
own medical doctor or health care specialist. In the event that the conclusions reached by such medical doctors or healthcare
specialists as to the question of whether or not Executive has a Disability differ, then the two medical doctors or health care specialists
providing the opinions shall agree on a third medical doctor or health care specialist, who shall examine Executive and whose determination
as to whether Executive has become disabled shall be binding on the parties.
“Good
Reason” means the occurrence of one or more of the following without Executive’s express written consent:
(a) the
Company demotes Executive from the position set forth in Section 2(b)(i) or materially reduces Executive’s responsibilities (including
reporting responsibilities) in a manner inconsistent with Executive’s position, other than temporarily while Executive is physically
or mentally incapacitated to a degree that would constitute a Disability if it continued for the requisite number of days, or as required
by applicable law;
(b) the
Company materially breaches this Agreement, including, without limitation, by materially reducing Executive’s compensation hereunder,
including any material benefits or material reimbursements to be provided to Executive hereunder (in each case, other than in connection
with an across the board reduction of such compensation, benefits or reimbursements applicable to senior executives of the Company generally);
(c) the
Company causes Executive to report to a Person other than the Board or a committee thereof; or
(d) the
Company changes Executive’s place of work to a location more than thirty (30) miles from the principal location from which he works
as of the date of this Agreement, and such change increases Executive’s one-way commute;
provided,
in each case, that Executive delivers written notice detailing the specific circumstance alleged to constitute Good Reason to the Company
within thirty (30) days after Executive has actual knowledge of the initial existence of such circumstance, the Company fails to remedy
such circumstance within thirty (30) days after it receives such notice from Executive, and Executive actually terminates his employment
within sixty (60) days following the expiration of the Company’s cure period described above. Otherwise, any claim of such circumstance
as “Good Reason” shall be deemed irrevocably waived by Executive.
“Group
Company” means (a) the Company and (b) each Material Subsidiary.
“Key
Performance Objectives” means those Company and/or personal performance objectives relating to each Bonus Plan approved by
the Board.
“Material
Subsidiary” means each direct or indirect subsidiary of the Company that owns at least 5% percent of the consolidated total
assets of the Company and its subsidiaries as of the last day of any fiscal quarter of the Company or contributes at least 5% of the
consolidated revenues of the Company and its consolidated subsidiaries during the twelve- month period ending as of the last day of any
fiscal quarter of the Company, in each case as determined pursuant to the Company’s quarterly securities filings.
“Person”
means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint
venture, an unincorporated organization, a governing body of any of the foregoing, or a governmental entity or any department, agency
or political subdivision thereof.
“Termination
Date” has the meaning set forth in Section 2.
2. Employment.
(a) Employment;
Termination. The Company agrees to employ Executive, and Executive hereby accepts employment with the Company, effective as of
May 1, 2023, upon the terms and conditions set forth in this Agreement. Executive’s employment under this Agreement shall commence
on May 1, 2023 and shall continue through December 31, 2027 (the “Initial Term”). Effective upon the expiration of
the Initial Term and of each “Additional Term” (as defined below), Executive’s employment under this Agreement will
be automatically extended, upon the same terms and conditions, for an additional twelve (12)-month period (each, an “Additional
Term”), unless, at least ninety (90) calendar days prior to the expiration of the Initial Term or such Additional Term, as
applicable, either Executive or the Company notifies the other party hereto in writing that such extension will not take effect. Notwithstanding
the foregoing, Executive’s employment under this Agreement, and the Initial Term or any Additional Term, as applicable, shall terminate
upon the earlier occurrence of any of the following:
(i) immediately
upon Executive’s death;
(ii) immediately
upon the determination that Executive is Disabled as set forth above;
(iii) upon
thirty (30) days’ advance written notice from Executive to the Company of Executive’s voluntary resignation of his employment
with the Company other than for Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date);
(iv) immediately
upon written notice from Executive to the Company of the Executive’s resignation for Good Reason, subject to compliance with the
applicable notice and cure requirements in Section 1;
(v) immediately
upon written notice from the Company to Executive of the termination of Executive’s employment for any reason other than Cause
(which, for the avoidance of doubt, will not include any termination described in clauses (i) or (ii) above); and
(vi) immediately
upon written notice from the Company to Executive of the termination of Executive’s employment for Cause, subject to compliance
with the applicable notice and cure requirements in Section 1.
As
used in this Agreement, the phrase “Employment Period” means Executive’s period of employment from May 1, 2023
until the date Executive’s employment ends for any reason. The effective date of any termination of the Employment
Period, and of Executive’s employment hereunder, is hereinafter referred to as the “Termination Date.” Effective
upon any Termination Date, this Agreement shall automatically terminate and shall be of no further force or effect, except as otherwise
provided in Section 7(a) hereof, and Executive shall immediately resign, in writing, from all positions then held by Executive with the
Company and its affiliates unless otherwise requested by the Company and agreed to by Executive.
For
the avoidance of doubt, Executive’s employment is at-will and either Executive or the Company may terminate the Employment
Period at any time, for any or no reason. The provisions in Section 2(d) shall govern the amount of compensation and benefits, if any,
to be provided to Executive upon termination of the Employment Period and of Executive’s employment hereunder, and do not alter
the Company’s right to terminate Executive’s employment at any time.
(b) Position
and Duties.
(i) Position.
Commencing on May 1, 2023 and continuing during the Employment Period, Executive shall serve as the Chief Executive Officer of the Company
and shall report directly to the Board or a committee thereof. In addition, Executive shall continue to serve as the President and Chief
Executive Officer of SCI until a successor is appointed by the Board; at such time, Executive shall resign as the President and Chief
Executive Officer of SCI and such resignation shall not be, or deemed to be, a termination of Executive’s employment for any purpose.
(ii) Responsibilities.
In Executive’s capacity set forth in Section 2(b)(i), Executive will provide strategic and tactical leadership to the Company,
driving financial performance, managing the leadership team, and working with the Board or a committee thereof to create value for constituents
and elevate each Group Company’s reputation with all constituents, including current and prospective partners, and will have such
other and further duties and responsibilities as are customarily exercised by an individual serving in Executive’s capacity at
an entity of the Company’s size and nature, including but not limited to direct supervision of and reporting from all other Company
senior executives. Executive shall also perform and have all such other and further duties and responsibilities commensurate
with Executive’s position as and to the extent directed or assigned by the Board or a committee thereof, and shall have such power
and authority as shall reasonably be required to enable him to perform such duties and responsibilities hereunder. Executive
will also have such other duties and responsibilities, consistent with Executive’s position, as are set forth in the Company’s
organizational documents from time to time, and Executive will faithfully perform all of Executive’s duties hereunder to the best
of Executive’s ability. The Board or the Committee will provide a performance review to Executive on no less than
an annual basis.
(iii) Time
to be Devoted to Employment. Except for vacation in accordance with Company policy, absences due to temporary illness and other
absences resulting from a Disability, Executive shall (A) devote substantially all of Executive’s business time, attention, energy
and skill to the Company’s business, subject, however, to such reasonable time and effort as the Executive shall
be required to devote to those efforts and activities set forth in Exhibit A (the “Outside Responsibilities”);
provided that Executive’s Outside Responsibilities shall not, individually or in the aggregate, materially interfere with
the Executive’s ability to discharge his duties and responsibilities hereunder; (B) use Executive’s best efforts to promote
the success of the Company’s businesses, and (C) cooperate fully with the Board or a committee thereof in advancing the Company’s
best interests. During the Employment Period, other than with respect to any of the Outside Responsibilities, Executive
shall not engage in any other business activity which, in the Board’s reasonable judgment, would conflict with Executive’s
ability to perform his duties hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
(iv) Work
Location. Executive’s principal place of work shall be located in New York City, New York, or such other location as Executive
and the Company agree upon from time to time.
(v) Policies.
Executive will be subject to, and will comply with, the policies, standards and procedures generally applicable and made available to
the Company’s senior management employees from time to time.
(c) Base
Salary and Benefits.
(i) Base
Salary. During the Employment Period, the Company shall pay to Executive a base salary (the “Base Salary”)
at an annual rate as follows: (a) for the first month of the Employment Period, $400,000.00; (b) for the second month of the Employment
Period, $408,333.33; (c) for the third month of the Employment Period, $416,666.67; (c) for the fourth month of the Employment Period,
$425,000.00; (d) for the fifth month, $433,333.33; (e) for the sixth month of the Employment Period, $441,666.67; and (f) thereafter,
$450,000.00. The Company shall pay the Base Salary in regular installments in accordance with the Company’s general
payroll practices, subject to customary withholding, payroll and other taxes. The Base Salary will be subject to annual
review by the Committee and/or the Board, as applicable, during the Employment Period and, at the Committee’s and/or the Board’s,
as applicable, sole option, may be increased, provided that at a minimum there shall be annual cost of living increases proportionate
to annual increases in the consumer price index published by the U.S. Bureau of Labor Statistics, and following any such increase for
all purposes hereunder such changed amount shall be Executive’s “Base Salary.”
(ii) Performance
Bonus. In addition to the Base Salary, for each calendar year ending during the Employment Period (each, a “Bonus Year”),
Executive shall be eligible to receive an annual bonus based on Executive’s performance with respect to the Key Performance Objectives
in such Bonus Year (the “Performance Bonus”). The Key Performance Objectives for each Bonus Year will be established
in accordance with the Bonus Plan for such Bonus Year.
Executive’s
target Performance Bonus for each Bonus Year will be a maximum cash bonus equal to the percentage set forth in the Bonus Plan for such
Bonus Year for members of the “executive team”. No portion of the Performance Bonus is guaranteed but, shall be dependent
upon Executive having achieved the applicable Key Performance Objectives in accordance with the written terms of the Bonus Plan for such
Bonus Year. Subject to Section 2(d), any Performance Bonus shall be determined by the Company in accordance with the applicable Bonus
Plan and paid to Executive on or prior to the date for payment of all performance bonuses set forth in the applicable Bonus Plan, contingent
on Executive’s continued employment with the Company through the last day of such Bonus Year (or, if the Board and Committee elect
to extend the payment of bonuses earned under the Bonus Plan for the 2023 Bonus Year, March 15, 2024), except as otherwise contemplated
in Section 2(d)(ii)(3). The Performance Bonus and the Key Performance Objectives applicable to Executive shall be prorated for any partial
Bonus Year; provided that 2023 shall not be deemed a partial Bonus Year as provided above. The Performance Bonus shall be determined
and paid in such a manner as qualifies for the “short-term deferral” exemption from “Section 409A”
(as defined below). Following the adoption of Key Performance Objectives for each Bonus Year, the Company will not without the written
consent of the Executive, modify the Key Performance Objectives, the effect of which would be to materially impair Executive’s
ability to attain the Performance Bonus for such Bonus Year or portion thereof.
(iii) Business
Expenses. The Company shall reimburse Executive for all reasonable expenses that he incurs in performing his duties hereunder
during the Employment Period, in each case subject to the terms and conditions of the Company’s policies in effect from time to
time with respect to travel, entertainment and other business expenses. The Company shall also reimburse Executive for
the amount of any fees and costs up to $12,000.00, incurred by Executive for the services of Executive’s counsel and other financial
advisors in connection with the review and completion of this Agreement and related documentation. Executive shall furnish the Company
with evidence relating to such expenses as the Company reasonably requires in order to substantiate such expenses.
(iv) Employee
Benefits. Executive will be eligible for all customary and usual employee benefits generally available to the Company’s
executives subject to the terms and conditions of the Company’s benefit plan documents. The Company reserves the right to
change or eliminate its employee benefits arrangements on a prospective basis, at any time and without notice. Executive will be eligible
for vacation time during the Employment Period in accordance with the Company’s vacation policy. Following the Termination Date,
Executive may have the right to continue coverage under the Company’s health insurance plan for a period of time in accordance
with and subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
(d) Effect
of Termination.
(i) If
the Employment Period, or Executive’s employment as chief executive officer of the Company hereunder, is terminated (A) due to
non-renewal of the Employment Period by either party under Section 2(a), (B) by the Company for Cause under Section 2(a)(iv)
or due to Executive’s Disability under Section 2(a)(ii), (C) by reason of Executive’s death under Section 2(a)(i), or (D)
by Executive’s resignation other than for Good Reason under Section 2(a)(iii), Executive or his estate, as the case may be, shall
be entitled to the following (collectively, the payments and benefits described in Sections 2(d)(i)(1) through 2(d)(i)(4) hereof shall
be hereafter referred to as the “Accrued Benefits”):
(1) all
previously earned and accrued but unpaid Base Salary through the Termination Date, paid on the next regularly scheduled date for the
Company to make payroll payments following Termination Date or such earlier date as may be required by applicable law;
(2) subject
to Section 2(c)(v), all previously approved but unreimbursed expenses incurred by the Executive through the Termination Date, paid within
sixty (60) days following Termination Date or such earlier date as may be required by applicable law or as set forth in the Company’s
expense reimbursement policy;
(3) any
accrued but unused paid vacation time, paid subject to and in accordance with Company policy; and
(4) all
other payments and benefits to which Executive shall be entitled under the terms of any employee benefit plan of the Company, paid or
provided subject to and in accordance with the terms of such plan.
(ii) If
the Employment Period, or Executive’s employment as chief executive officer of the Company hereunder, is terminated (A) by the
Company other than for Cause under Section 2(a)(v) or (B) by Executive for Good Reason under Section 2(a)(iv), Executive shall be entitled
to the Accrued Benefits and, subject to Executive’s compliance with the Release Condition in Section 2(d)(iv), may also receive
the following additional payments:
(1) a
severance payment in an amount equal to Executive’s Base Salary for six (6) months (the “Severance Period”),
paid in equal monthly installments on regular Company payroll dates over the Severance Period following the Termination Date (the “Severance
Payment”); provided that the first installment of the Severance Payment will be paid on the first regular Company payroll
date next following the sixtieth (60th) calendar day following the Termination Date and will include payment of any installment payments
that were otherwise due prior thereto.
(2) the
Performance Bonus (if any) earned for the most recently-completed Bonus Year preceding the Termination Date in accordance
with Section 2(c)(ii) based on actual attainment of the applicable Key Performance Objectives for such year, to the extent unpaid as
of the Termination Date, paid in a single lump sum in cash on the first regular Company payroll date next following the sixtieth (60th)
calendar day following the Termination Date (the “Prior Year Bonus”);
(3) the
Performance Bonus (if any) earned for the Bonus Year containing the Termination Date in accordance with Section 2(c)(ii) based on actual
attainment of the applicable Key Performance Objectives for such year, which shall be paid in its entirety if the applicable Key Performance
Objectives were achieved prior to the end of the Employment Period, and which otherwise shall be prorated based on the ratio of the number
of days employed during such year to three hundred sixty-five (365) (the “Current Year Bonus”), in each
case paid in a single lump sum in cash when annual bonuses for such Bonus Year are paid to other executives.
(4) subject
to (x) Executive’s eligibility for and timely election of continuation coverage under COBRA, and (y) Executive’s continued
copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes
of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued copayment by the Company
for Executive’s coverage under the Company’s group health plan during the eighteen (18)-month period following
the Termination Date to the same extent that the Company paid for such coverage immediately prior to the Termination Date, in a manner
intended to avoid any excise tax under Section 4980D of the Code, subject to the eligibility requirements and other terms and conditions
of such insurance coverage (the “COBRA Subsidy”).
(iii) The
treatment of any equity or equity-based award upon any termination of Executive’s employment hereunder shall be subject
to the documents and agreements governing such awards.
(iv) Executive
shall be eligible to receive the Severance Payment, the Prior Year Bonus, the Current Year Bonus, and the COBRA Subsidy only if (A) Executive
remains in compliance with Section 3 at all times, and (B) Executive has executed and delivered to the Company a general release of claims
in the form then provided by the Company to Executive (the “General Release”), which General Release has become effective
and irrevocable according to its terms no later than 60 days following the Termination Date, and only so long as Executive has not revoked
or breached any of the provisions of the General Release and does not subsequently breach any such provisions (the “Release
Condition”). To the extent that any amount under Section 2(d) constitutes “deferred compensation” for purposes
of Section 409A, any payment of such amount scheduled to occur during the first sixty (60) days following the Termination Date shall
not be made until the Company’s first regularly scheduled pay period next following the sixtieth (60th) day after the Termination
Date and shall include payment of all amounts that were otherwise scheduled to be paid prior thereto.
(v) The
payments and benefits described in this Section 2(d) shall be in full and complete satisfaction of Executive’s rights and entitlements
under this Agreement and any other claims that Executive may have in respect of Executive’s employment with the Company or any
of its affiliates, and Executive acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive
remedy, in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder
or any breach of this Agreement. As of the date of the final payment described in this Section 2(d), the Company shall
not have any further obligation to Executive under this Agreement or otherwise, except as may be required by law.
(vi) The
Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may
have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be
reduced whether or not Executive obtains other employment.
(e) Indemnification;
D&O Coverage.
(i) The
Company will indemnify Executive to the full extent required under the Company’s Certificate of Incorporation and Bylaws, and under
applicable law.
(ii) The
Company will maintain a directors’ and officers’ liability insurance policy (or policies) providing coverage for Executive
that is no less favorable to him in any respect (including as to the length of any post-employment tail coverage) than
the coverage then being provided to any other officer or director of the Company.
3. Proprietary
Rights and Restrictive Covenants. Concurrently
herewith, Executive shall enter into an Amended and Restated Proprietary Rights and Restrictive Covenants Agreement with the Company
in the form attached as Exhibit B hereto (the “PRRCA”), which is hereby made a part hereof, and hereby agrees
to comply in full with all of the terms and conditions thereof.
4. Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be
in writing and will be deemed to have been given when delivered personally, the third Business Day after having been mailed by certified
or registered mail, return receipt requested and postage prepaid, or the first Business Day after the date sent via a nationally recognized
overnight courier. “Business Day” is any day other than a Saturday, Sunday or a day on which banks in
New York are required or authorized to be closed. Such notices, demands and other communications will be sent to the address indicated
below:
To
the Company:
Soluna
Holdings, Inc.
Attention:
Board of Directors
325
Washington Ave. Extension
Albany
NY 12205
With
a copy (which shall not constitute notice) to:
Nixon
Peabody LLP
70
W. Madison, Suite 5200
Chicago,
IL 60657
Attention:
Robert A. Drobnak
To
Executive: wat Executive’s most recent address in the Company’s records
With
a copy (which shall not constitute notice) to:
Berkowitz,
Trager & Trager, LLC
8
Wright Street
Westport,
Ct 06880
Attention:
Samuel Febbraio
or
such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the
sending party.
5. Dispute
Resolution.
(a) Agreement
to Arbitrate. Any dispute, claim, or controversy between the parties arising out of or in connection with this Agreement, or
the employment relationship, shall be settled by binding arbitration under the Employment Arbitration Rules of the American Arbitration
Association then in effect, provided, however, either party may request provisional, injunctive or extraordinary relief from a court
of competent jurisdiction, under applicable law of the State of New York, if necessary to preserve the status quo pending arbitration.
The arbitrator shall have the exclusive authority to resolve any dispute relating to the arbitrability of any individual claim or the
enforceability or formation of this Agreement. The arbitration proceeding shall be conducted in English, before a single arbitrator,
and any hearing shall be held in New York City, New York. The cost of such arbitration shall be borne by the Company; however,
each party shall be responsible for its own attorney fees. This arbitration clause shall survive the termination of this
Agreement. This Agreement to arbitrate disputes is governed by the Federal Arbitration Act (9 U.S.C. Sections 1, et seq.).
The arbitrator shall apply the substantive law relating to all claims and defenses to be arbitrated the same as if the matter
had been heard in court, including with respect to the award of any remedy or relief on an individual basis and any award of costs and
attorneys’ fees to the prevailing party. The decision of the arbitrator shall be binding, and judgment thereon may
be entered by any court of competent jurisdiction. Any type of class, collective claims or multi-party claims
are expressly prohibited, and the arbitrator will have no authority to alter the parties’ agreement in this regard. In
the event of any legal proceeding between the Company and Executive relating to this Agreement, neither party may claim the right to
a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a trial by jury. To
the extent permitted by applicable law, the arbitration shall be kept confidential and the existence of the arbitration proceeding and
any element of it (including but not limited to any pleadings, briefs or other documents submitted and exchanged and testimony or other
oral submissions and any awards made) shall not be disclosed beyond the arbitrator, the parties hereto, their counsel and any person
to whom disclosure is necessary to the conduct of the proceeding. Nothing in this Agreement prevents Executive from reporting
good faith allegations of unlawful employment practices to appropriate federal, state or local agencies; reporting any good faith allegation
of criminal conduct to any appropriate federal, State, or local official; participating in a proceeding with any appropriate federal,
State, or local government agency enforcing discrimination laws; making any truthful statements or disclosures required by law, regulation,
or legal process; or requesting or receiving confidential legal advice.
(b) Consideration.
The mutual promise by the Company and Executive to arbitrate all disputes between them, rather than to litigate them before the courts
or other bodies, provides the consideration for this agreement to arbitrate. The Company’s offer of employment to Executive and
the Company’s agreement to pay all fees and costs unique to arbitration serve as additional consideration.
6. Clawback.
All amounts paid or provided to Executive hereunder shall be subject to any clawback or recoupment policy that may be maintained by the
Company from time to time, and the requirements of any law or regulation applicable to the Company and governing the clawback or recoupment
of executive compensation, or as set forth in any final non-appealable order by any court of competent jurisdiction or
arbitrator.
7. Miscellaneous.
(a) Survival.
Sections 2(d), and 3 through 7 shall survive and shall continue in full force and effect in accordance with their respective terms notwithstanding
any expiration or termination of the Employment Period and/or this Agreement.
(b) Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
(c) Complete
Agreement. This Agreement, together with its exhibits and attachments, embodies the parties’ complete agreement and understanding
regarding the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between
the parties, as well as by or between the Executive and Company, written or oral, which may have related to the subject matter hereof
in any way.
(d) Existing
Employment Agreement. This Agreement does not amend or modify any term of the Existing Employment Agreement for any period ending
prior to May 1, 2023.
(e) Successors
and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by
Executive and the Company, and their respective heirs, executors, successors, assigns and legal representatives; provided, that
the services provided by Executive hereunder are of a personal nature and the rights and obligations of Executive hereunder shall not
be assignable. Notwithstanding the foregoing, the Company may assign this Agreement, and its rights and obligations hereunder,
to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such
successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place (and any such successor shall thereafter become the “Company”
for purposes of this Agreement).
(f) Governing
Law and Forum Selection Clause. Except as provided in Section 5, the law of the State of New York shall govern all questions
concerning the construction, validity, interpretation and enforceability of this Agreement, and the performance of the obligations imposed
by this Agreement, without giving effect to any choice of law or conflict of law rules or provisions. Each party submits
to the jurisdiction of the state and federal courts located in New York City, New York in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such
court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any
other court. Each party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety or other security that might be required of the other party with respect thereto. A party may
make service on the other party by sending or delivering a copy of the process to the party to be served at the address and in the manner
provided for the giving of notices in Section 4. Nothing in this Section 7(e), however, shall affect a party’s right
to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any
action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law
or at equity.
(g) Executive’s
Cooperation. During the Employment Period and thereafter Executive shall cooperate with the Company and its affiliates in any
internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including Executive
being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request
to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information
and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules
that are reasonably consistent with Executive’s other permitted activities and commitments). Such services will be without additional
compensation if Executive is then employed by the Company and for reasonable compensation if Executive is not then employed by the Company.
The provisions of this Section 7(g) shall not apply to legal actions between Executive and the Company.
(h) Consent
and Waiver by Third Parties. Executive represents and warrants that his employment with the Company on the terms and conditions
set forth herein and his execution and performance of this Agreement do not constitute a breach or violation of any other agreement,
obligation or understanding with any third party. Executive represents that he is not bound by any agreement or any other existing or
previous business relationship which conflicts with, or may conflict with, the performance of his obligations hereunder or prevent the
full performance of his duties and obligations hereunder, and that, upon the execution and delivery of this Agreement by the parties,
this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with its terms, except
to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally.
(i) Amendment
and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and
Executive. No waiver shall be effective unless in a writing signed by the person against whom such waiver is sought to be enforced. The
failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
(j) No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction shall be applied against either party.
(k) Tax
Matters.
(i) Tax
Withholding. The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal,
state, local, or other taxes, and any other applicable withholdings.
(ii) Section
409A.
(A) The
parties intend for payments and benefits hereunder to either comply with, or be exempt from, Section 409A of the Code and the regulations
promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted and construed consistent with such intent. To the extent that any provision hereof is modified
in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions
of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax result, and in no event
whatsoever shall the Company, its affiliates, or their respective officers, directors, employees, counsel or other service providers
be liable for any tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section
409A.
(B) To
the extent that reimbursements or other in-kind benefits hereunder constitute “deferred compensation” for purposes
of Section 409A, (x) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following
the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement,
or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year.
(C) For
purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right
to receive a series of separate and distinct payments. Whenever a payment hereunder specifies a payment period with reference
to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
(D) Any
other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit hereunder that constitutes
“deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted
by Section 409A.
(E) A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Section 409A, and, for purposes of any such provision, all references in this Agreement to Executive’s “termination”,
“termination of employment” and like terms shall mean Executive’s “separation from service” with the Company.
(F) Notwithstanding
any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service, Executive is a “Specified
Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section
409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive)
until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under
Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after
the expiration of the six (6) month period or such shorter period, if applicable). Executive will be a “Specified
Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual
who is, under the method of determination adopted by the Company, designated as, or within the category of employees deemed to be, a
“Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i).
The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the
application of and effects of the change in such determination.
(l) Parachute
Payments. In the event that any payments and other benefits provided for in this Agreement or otherwise payable to Executive
constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this paragraph, would be subject
to the excise tax imposed by Section 4999 of the Code, then any post-termination severance payments and benefits payable
under this Agreement or otherwise will be either (1) delivered in full or (2) delivered as to such lesser extent which would result in
no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts,
taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results
in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits, notwithstanding that
all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in Executive’s payments and
benefits is necessitated by the preceding sentence, such reduction will occur in the following order: (i) any cash severance based on
a multiple of base salary or annual bonus, (ii) any other cash amounts payable to Executive, (iii) benefits valued as parachute payments,
and (iv) acceleration of vesting of any equity awards. Unless the Company and Executive otherwise agree in writing, any
determination required under this paragraph will be made in writing by the Company’s or its affiliates’ independent public
accountants (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes
of making the calculations required by this paragraph, the Firm may make reasonable assumptions and approximations concerning applicable
taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.
The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order
to make a determination under this paragraph. The Company will bear all costs the Firm may incur in connection with any
calculations contemplated by this paragraph.
(m) Headings.
Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.
(n) Counterparts;
Facsimile Signatures. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and
all of which taken together constitute one and the same agreement. Facsimile, PDF, and electronic counterpart signatures
to and versions of this Agreement shall be acceptable and binding on the parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
|
SOLUNA
HOLDINGS, INC. |
|
|
|
|
By: |
|
|
Name: |
Michael
Toporek |
|
Title: |
Executive
Chairman of the Company |
|
|
|
|
EXECUTIVE |
|
|
|
|
By: |
|
|
|
John
Belizaire |
EXHIBIT
A
OUTSIDE
RESPONSIBILITIES
Board
Member, Center for American Entrepreneurship
Managing
Editor, CEO Playbook Media LLC
Operating
Advisor, Pilot Growth Equity Partners
EXHIBIT
B
PROPRIETARY
RIGHTS AND RESTRICTIVE COVENANTS AGREEMENT
See
attached.
Exhibit
10.2
Amendment
No. 1 to Employment Agreement
This
Amendment No. 1 to Employment Agreement, dated as of November 20, 2023 (this “Amendment”), is entered
into by and between Soluna Holdings, Inc., a Nevada corporation (the “Company”), and Michael Toporek (the “Executive”)
(the Company and the Executive are each a “Party” and, collectively, the “Parties”).
Preliminary
Statements:
WHEREAS,
the Parties entered into that certain Employment Agreement dated as of January 14, 2022 (the “Employment Agreement”;
capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Employment Agreement);
WHEREAS,
the Company has requested, and the Executive has agreed, to change positions from Chief Executive Officer to Executive Chairman; and
WHEREAS,
the Parties have agreed to amend the Employment Agreement as set forth herein.
Now,
Therefore, in consideration of the premises and for
other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree
as follows:
Section 1. |
Amendments
to employment Agreement. |
The
Employment Agreement is, subject to the satisfaction (or waiver by each Party) of the conditions precedent set forth in Section 3, hereby
amended as follows:
(a) Section
1(a) of the Employment Agreement is hereby amended by replacing the phrase “Chief Executive Officer of the Company” with
the phrase “Chief Executive Officer of the Company until May 1, 2023 and the Executive Chairman of the Company after such date”.
(b) Section
2 of the Employment Agreement is hereby amended by replacing the phrase “of three (3) years” with the phrase “ending
on May 1, 2028”.
(c) Section
3(c) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
(c) [Reserved]
(d) Section
3(d) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
(d) [Reserved]
(e) Section
5(b)(i) of the Employment Agreement is hereby amended by replacing the phrase “one (1) year” with the phrase “three
(3) years”.
SECTION 2. |
Reference
to and Effect on the employment agreement. |
(a) On
and after the date hereof, each reference in the Employment Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import referring to the Employment Agreement, shall mean and be a reference to the Employment Agreement, as amended
by this Amendment.
(b) The
Employment Agreement, as specifically amended by this Amendment is, and shall continue to be, in full force and effect, and is hereby
in all respects ratified and confirmed.
SECTION 3. |
Conditions of Effectiveness
for Amendment. |
This
Amendment shall become effective upon each Party having receiving counterparts to this Amendment duly executed by the other Party.
SECTION 4. |
Execution
in Counterparts; Electronic Execution. |
This
Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page of (x) this Amendment and/or (y) any document, approval, consent, information, notice, certificate,
request, statement disclosure or authorization related to this Amendment and/or the transactions contemplated hereby (each an “Ancillary
Document”) that is an Electronic Signature (as defined below) transmitted by telecopy, e-mailed .pdf or any other electronic
means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Amendment or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Amendment and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or
any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system
as the case may be. For purposes of this Section, “Electronic Signature” means an electronic sound, symbol, or process attached
to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract
or record.
SECTION 5. |
arbitration,
Notice, Governing Law, miscellaneous. |
This
Amendment is subject to the provisions of Section 7, 10, 13 and 14 of the Employment Agreement, the provisions which are by this reference
incorporated herein in full.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
In
Witness Whereof, the parties have caused this Amendment
to Employment Agreement as of the date first above written.
|
SOLUNA
HOLDINGS, INC. |
|
|
|
|
By:
|
|
|
Name: |
Bill
Phelan |
|
Title: |
Board
Director |
|
|
|
|
EXECUTIVE |
|
|
|
|
|
|
Michael Toporek |
v3.23.3
Cover
|
Nov. 20, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 20, 2023
|
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
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