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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 11, 2023
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 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 3.03. |
Material Modification of Rights to Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
June 29, 2023, Soluna Holdings, Inc. (the “Company”), held an
annual meeting of stockholders (the “Annual Meeting”), at the Annual Meeting the stockholders
voted and approved a proposal (i) to amend the Company’s certificate of incorporation to effect a Reverse Stock Split of
the outstanding shares of our common stock within one (1) year of June 29, 2023, at a specific ratio within a range of one-for-five (1-for-5)
to a maximum of a one-for-twenty five (1-for-25) split, with the specific ratio to be fixed within this range by the board of directors
in its sole discretion without further stockholder approval.
On
October 11, 2023, the Company filed a Certificate of Change (the “Certificate of Change”) effecting a reverse stock split
as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of 1-for-25 (the “Reverse Split”). The
Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “SLNH,”
when the market opened on October 16, 2023.
As
a result of the Reverse Split, every 25 shares of the Company’s issued and outstanding common stock prior to the Reverse Split
will automatically be converted into one new share of common stock, without any change in the par value per share. The
Reverse Split reduced the number of shares of common stock issued and outstanding from approximately 37.3 million to approximately
1.5 million. The Reverse Split will not change the number of shares of common stock authorized for issuance. No fractional shares were
outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be
entitled to receive an additional fraction of a share of common stock to round up to the next whole share.
In
addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards,
warrants and convertible securities with respect to the number of shares of common stock subject to such award or security
and the exercise or conversion price thereof. Furthermore, the number of shares of common stock available for issuance under
the Company’s equity incentive plans has been proportionately adjusted for the Reverse Split ratio, such that fewer shares
will be subject to such plans.
The
new CUSIP number for common stock following the Reverse Split is 583543301. For more information about the Reverse Split, see
the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 30, 2023 (the “Proxy Statement”).
The
text of the Certificate of Change is filed as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. |
Regulation FD Disclosure. |
On
October 12, 2023, the Company issued a press release announcing the Reverse Split, the text of which is furnished as Exhibit 99.1 and
incorporated by reference herein.
The
information contained in this Item 7.01, including Exhibit 99.1, 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. |
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: |
October
17, 2023 |
By: |
/s/
David Michaels |
|
|
|
David Michaels
|
|
|
|
Chief Financial Officer |
|
|
|
(principal financial and accounting officer) |
Exhibit 3.1
Exhibit
99.1
Soluna
Announces 1-for-25 Reverse Stock Split
October
12, 2023 08:00 AM Eastern Daylight Time
ALBANY,
N.Y.—(BUSINESS WIRE)—Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company
of Soluna Computing, Inc. (“SCI”), announced that it will execute a reverse stock split of its outstanding shares of common
stock at a ratio of 1-for-25. The reverse stock split was approved by the Board of Directors and by shareholders at the annual meeting
of the stockholders on June 29, 2023. The reverse stock split will become effective at 5:00 p.m. Eastern Time, on October 13, 2023. The
Company’s common stock will begin trading on a post-split basis at the market open on October 16, 2023, under the Company’s
existing trading symbol “SLNH”.
At
the effective time, every 25 issued and outstanding shares of the Company’s common stock will be converted automatically into one
share of the Company’s common stock without any change in the par value per share. Once effective, the reverse stock split will
reduce the number of shares of common stock issued and outstanding from approximately 37.3 million to approximately 1.5 million.
The
reverse stock split is part of the Company’s plan to regain compliance with the $1.00 per share minimum closing price required
to maintain continued listing on NASDAQ.
Safe
Harbor Statement
This
announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “confident” and similar statements. Soluna Holdings, Inc. may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are
not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s
filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release,
and Soluna Holdings, Inc. undertakes no duty to update such information, except as required under applicable law.
About
Soluna Holdings, Inc (SLNH)
Soluna
Holdings, Inc. 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 Bitcoin mining, AI, and machine learning.
Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna 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. Soluna’s data centers
enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
Contacts
Sam
Sova
Founder
and CEO
SOVA
Sam@teamsova.biz
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