Exhibit 99.2
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 20, 2022 (January 18, 2022)
SOLUNA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-06890 | 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 January 18, 2022, Soluna Holdings, Inc. (the “Company”), issued a press release announcing its financial and business highlights for the month ended December 31, 2021 and Soluna Computing, Inc. (“SCI”) December 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 99.2attached 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.
| 99.1 | Press release dated January 18, 2022 |
| 99.2 | Soluna Holdings, Inc. December 31, 2021 Monthly Flash Report |
2
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: January 20, 2022 | SOLUNA HOLDINGS, INC. | ||
| By: | /s/ Jessica L. Thomas | ||
|
Name: Jessica L. Thomas Title: Chief Financial Officer |
|||
3
Exhibit 99.1
Soluna Holdings Announces December Site Level Financials
Hashrate Continues to Scale and Expect to Hit 1 EH/s by End of March 2022
Expects to Release Earnings Power Illustration for 2022 on January 19th
ALBANY, N.Y., January 18, 2022 -- Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for cryptocurrency mining and other intensive computing, today announced the release of its December site level financials.
Michael Toporek, CEO of Soluna Holdings stated, “We continue to deliver strong month over month performance. Despite an 18% drop in average BTC price between November and December, our December revenue continued to increase. We expect further earnings acceleration over the next few months as we march toward our target hashrate of over 1 EH/s.”
Key Summary Highlights for December 2021 and Flash Revenue:
| o | December 2021 Revenue increased despite an 18% decrease in average BTC price between November ($60,621) and December ($49,263) |
| o | Yearly cash contribution margin run-rate at $25.65 million |
| o | Sophie site powered up in December to hit 25MW target |
| o | Hashrate continues to scale and expect to hit 1 EH/s by the end of March (+/- 30 days) |
| o | Hashrate expected to scale as follows +/- 30 days |
| 2022 | 2023 | ||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | |||
| Hashrate Target (EH/s) | 1.0 | 1.3 | 2.0 | 3.0 | 4.0 | ||
| o | Target for 2022 is to energize 100 MW with power prices at sub 2.5 c / kWh |
| Revenue & Contribution Margin Summary | |||||
| *all number below exclude legacy hosting | |||||
| ($ in 000s; Unaudited)* | Q1 2021 | Q2 2021 | Q3 2021 | Dec 2021 | Q4 2021 |
| Revenue | $995 | $1,657 | $2,368 | $3,243 | $8,017 |
| Contribution Margin | $744 | $1,261 | $1,703 | $2,138 | $5,524 |
| Annualized Revenue | $3,980 | $6,628 | $9,472 | $38,916 | $32,068 |
| Annualized Contribution Margin | $2,976 | $5,044 | $6,812 | $25,656 | $22,096 |
A presentation and corresponding video is available on the Company’s website at https://www.solunacomputing.com/investors/updates/januaryflash2022
About Soluna Holdings, Inc.
Soluna Holdings, Inc. (Nasdaq: SLNH) is the leading developer of green data centers that convert excess renewable energy into global computing resources. Soluna builds modular, scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and machine learning. Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna’s MTI Instruments division manufactures precision tools and testing equipment for electronics, aviation, automotive, power and other industries. Both Soluna and MTI Instruments use technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. Soluna’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
For more information about Soluna, please visit www.solunacomputing.com or follow us on LinkedIn at linkedin.com/solunaholdings and Twitter @SolunaHoldings.
Forward Looking Statements
The statements in this press release, including with respect to the anticipated use of proceeds for this offering, constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Actual results could differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to: (1) those risk factors set forth in the Registration Statement and the prospectus supplement; and (2) other risks and uncertainties that may be detailed from time to time in SHI’s reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com
Exhibit 99.2