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) October 4, 2022 (September 29, 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 |
SLNH |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On Thursday, September 29, 2022, Soluna Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which a quorum was present. The matters voted upon at the Special Meeting and the results of such voting are set forth below.
Proposal One: Approval of issuance of shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) issuable upon the conversion of certain convertible notes and the exercise of certain warrants. This proposal received the following votes:
| Votes For |
Votes Against |
Abstain | Broker Non-Votes |
||||||||||||||
| 5,961,656 | 204,054 | 135,792 | - | ||||||||||||||
Proposal Two: Approval of issuance of shares of Common Stock issuable upon the conversion of the Company’s Series B Convertible Preferred Stock and the exercise of certain warrants. This proposal received the following votes:
| Votes For |
Votes Against |
Abstain | Broker Non-Votes |
|||||||||||||||
| 5,964,249 | 201,158 | 136,095 | - | |||||||||||||||
| 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: October 4, 2022 | SOLUNA HOLDINGS, INC. | ||
| By: | /s/ Philip F. Patman, Jr. | ||
Name: Philip F. Patman, Jr. Title: Chief Financial Officer |
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