Exhibit 4.1
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) April 27, 2022 (April 21, 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 Number) |
325 Washington Avenue Extension Albany, New York |
12205 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(518) 218-2550
(Registrant’s telephone number, including area code)
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 (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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 21, 2022, Soluna Holdings, Inc., a Nevada corporation (the “Company”), filed with respect to its shares of 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, with a $25.00 liquidation preference per share (the “Series A Preferred Stock”), a certificate of amendment to the Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock, as amended (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, in order to increase the number of shares of Series A Preferred Stock designated under the Certificate of Designations from 3,640,000 shares of Series A Preferred Stock to 6,040,000 shares of Series A Preferred Stock (the “Certificate of Amendment”). The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of such Certificate of Amendment, which is incorporated in this Item 5.03 by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 27, 2022 | SOLUNA HOLDINGS, INC. | ||
| By: | /s/ Jessica L. Thomas | ||
Name: Jessica L. Thomas Title: Chief Financial Officer |
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Exhibit 4.1