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) May 25, 2022 (May 24, 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 | ||
| 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 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. ☐
| 1 |
Item 8.01 Other Events.
As previously reported on a Current Report on Form 8-K filed by Soluna Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2022, the Company closed an underwritten public offering of 525,714 shares of the Company’s 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”), on April 29, 2022 (the “Offering”) pursuant to the underwriting agreement (the “Underwriting Agreement”) entered into with Univest Securities, LLC, as representative of the several underwriters named therein (the “Representative”). Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 45-day option to purchase up to an additional 78,857 shares of Series A Preferred Stock on the same terms as the shares of Series A Preferred Stock sold in the Offering (the “Over-allotment Option”). On May 20, 2022, the Representative partially exercised the Over-allotment Option to purchase an additional 73,518 shares of Series A Preferred Stock (the “Option Shares”), and on May 24, 2022, the Company closed such over-allotment offering and issued the Option Shares to the Representative for aggregate gross proceeds of approximately $1.29 million less applicable underwriter discounts and other offering fees and expenses.
In connection with such closing and pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants to purchase up to 3,675 shares of common stock, par value $0.001 per share, of the Company, representing 5% of the Option Shares issued and sold, at an initial exercise price of $9.152 per share, subject to certain adjustments.
Also on May 24, 2022, the Company issued a press release announcing the issuance of the Option Shares and the closing of such over-allotment offering. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated in this Item 8.01 by reference.
This Form 8-K and Exhibit 99.1 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 performance 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
| Exhibit No. | Description | |
| 99.1 | Press Release of Soluna Holdings, Inc., dated May 24, 2022. |
| 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: May 25, 2022 | SOLUNA HOLDINGS, INC. | ||
| By: | /s/ Jessica L. Thomas | ||
Name: Jessica L. Thomas Title: Chief Financial Officer |
|||
Exhibit 99.1
Soluna
Holdings, Inc. Announces Closing of $1.29 Million Public Offering of
Series A Preferred Stock from Exercise of Over-Allotment Option
ALBANY, NEW YORK, May 24, 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 that it closed an over-allotment offering for the issuance and sale of an additional 73,518 shares (the “Option Shares”) of its 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), to the underwriters for its previously announced public offering of Series A Preferred Stock that closed on April 29, 2022.
The underwriters exercised their over-allotment option for the Option Shares at a price to the public of $17.50 per share, resulting in additional gross proceeds of approximately $1.29 million, less applicable underwriter discounts and estimated offering expenses.
The Series A Preferred Stock is listed on the Nasdaq Stock Market LLC under the symbol “SLNHP”.
SHI intends to use the net proceeds of such over-allotment offering for the acquisition, development and growth of data centers, including cryptocurrency mining processors, other computer processing equipment, data storage, electrical infrastructure, software and real property, and business, and for working capital and general corporate purposes, which include, but are not limited to, operating expenses.
The Series A Preferred Stock is perpetual and has no maturity date. The Series A Preferred Stock is not redeemable prior to August 23, 2026, except under certain circumstances. On or after August 23, 2026, the Series A Preferred Stock may be redeemed at the Company’s option, in whole or in part, from time to time, at a redemption price of $25.00 per share of Series A Preferred Stock, plus all dividends accumulated and unpaid (whether or not declared) on the Series A Preferred Stock up to, but not including, the date of such redemption. The Series A Preferred Stock may also be redeemed upon the occurrence of certain delisting or change in control events.
Univest Securities, LLC acted as the sole book running manager for this offering.
The over-allotment offering was conducted pursuant to a prospectus supplement to the base prospectus included in the Company's registration statement on Form S-3, as amended (File No. 333-261427), declared effective by the Securities and Exchange Commission (“SEC”) on December 16, 2021 (the “Registration Statement”). A preliminary and final prospectus supplement (collectively, the “Prospectus Supplements”) and accompanying base prospectus relating to the over-allotment offering and the April 2022 public offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov. Electronic copies of such Prospectus Supplements and accompanying base prospectus relating to such offerings may be obtained from Univest Securities, LLC, 75 Rockefeller Plaza, Suite 1838, New York, NY 10019, by phone (212) 343-8888 or e-mail info@univest.us.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Option Shares, nor shall there be any sale of the Option Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such shares under the securities laws of any such state or jurisdiction.
About Soluna Holdings, Inc.
Soluna Holdings, Inc. (“SHI”) (Nasdaq: SLNH) is the leading developer of green data centers that convert excess renewable energy into global computing resources. SHI builds modular, scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and machine learning. SHI provides a cost-effective alternative to battery storage or transmission lines. SHI uses technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. SHI’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
For more information about SHI, 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 over-allotment offering and use of proceeds from such 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 Prospectus Supplements; 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