false 0000064463 0000064463 2024-01-24 2024-01-24 0000064463 SLNH:CommonStockParValue0.001PerShareMember 2024-01-24 2024-01-24 0000064463 SLNH:Sec9.0SeriesCumulativePerpetualPreferredStockParCalue0.001PerShareMember 2024-01-24 2024-01-24 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): January 24, 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 calue $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 8.01 Other Events.

 

As of September 30, 2023, Soluna Holdings, Inc. (the “Company”) had issued and outstanding $12.2 million in convertible notes to certain accredited and institutional investors. As of September 30, 2023 to the date hereof, $4.1 million of the principal amount of the outstanding convertible notes have been converted into 1,029,769 shares of the Company’s common stock, reducing the total outstanding principal to $8.1 million. As of the date of this filing 2,662,710 shares are issued and outstanding.

 

The information contained in this Item 8.01 shall not be deemed to be “filed” with the Commission 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, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

104 Cover Page Interactive Data File (embedded within 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: January 26, 2024 By:  /s/ David Michaels
    David Michaels
    Chief Financial Officer
    (principal financial and accounting officer)

 

 

 

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Cover
Jan. 24, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 24, 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 [Member]  
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol SLNH
Security Exchange Name NASDAQ
Sec 9. 0 Series Cumulative Perpetual Preferred Stock Par Calue 0. 001 Per Share [Member]  
Title of 12(b) Security 9.0% Series A Cumulative Perpetual Preferred Stock, par calue $0.001 per share
Trading Symbol SLNHP
Security Exchange Name NASDAQ
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