Form 8-K - Current report

 

 

 

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 9, 2024

 

 

 

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: [phone]

 

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 7.01 Regulation FD Disclosure

 

On October 9, 2024, Soluna Holdings, Inc. (the “Company”) issued a press release containing certain previously unreported corporate and operational information which it publishes regularly to its website. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” 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. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

99.1	Press Release, dated October 9, 2024
104	Cover Page Interactive Date File (embedded with the Inline XBRL document)

 

 

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 9, 2024	By:	/s/ John Tunison
		John Tunison
		Chief Financial Officer
		(principal financial officer)

 

 

 

Exhibit 99.1

 

Soluna Announces Monthly Business Update

 

ALBANY, NY, October 9, 2024 – Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced its September project site-level operations, developments, and updates.

 

The Company has provided the following Corporate and Site Updates.

 

Key Company Metrics:

 

The monthly metrics are now available here.

 

Corporate Highlights:

 

	●	Term Sheets for Project Rosa – Soluna signed a term sheet with a renewable energy leader for Project Rosa, boosting capacity by 187 MW of sustainable energy for AI and Bitcoin mining.
	●	CEO John Belizaire attended the 2024 Ai4 Conference – A recording of the panel “The AI Ecosystem: Hardware, Cloud, and Enterprise Integration” can now be viewed here.
	●	New Blog – We unpack the problems and novel solutions to AI’s bottomless energy appetite. Read it here.
	●	New Blog – We explore the convergence of artificial intelligence and renewable energy and the resulting innovative solutions. Read it here.

 

 

 

Key Project Updates:

 

Project Dorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining):

 

	●	The Four Coincident Peak (4CP) period ended in September with our MaestroOS(™) control system successfully responding to all demand requirements.
	●	Optimization efforts to include building insulation, heat shielding, and power infrastructure cooling solutions have been completed.
	●	We successfully completed the summer program for our participation in ancillary services.

 

Project Dorothy 2 (48 MW, Bitcoin Hosting):

 

	●	Site grading will be completed in the coming weeks.
	●	Civil construction teams are in the process of pouring concrete pads for the initial phase of work with MDC fabrication underway so building erection can follow shortly after.
	●	All long lead power infrastructure has been received.
	●	Dates to complete the substation interconnection are in the process of being finalized with work slated to begin in December.

 

New Project Grace (2 MW at Dorothy 2, AI Cloud/Hosting):

 

●

Kicked off kW Mission Critical on the Concept design for Helix.

 

New Project Ada (1 MW, AI Cloud with HPE):

 

	●	6 POCs in progress or completed with partners or potential customers.
	●	New sales team in contract negotiations with several customers to fill the initial Cluster.
	●	Demand for an additional 84 Nodes (or 672 GPUs) is on the waitlist.
	●	Attracted leading aggregators to our Cloud platform.

 

Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting):

 

	●	The site has continued to operate at a high level as cooler temperatures persist into the fall season.
	●	Preparations are underway for an 8.8 MW fleet upgrade and 3.3 MW expansion of an existing customer to be completed in October.

 

 

 

Project Kati (166 MW, Bitcoin Hosting and AI):

 

	●	Meter Design Proposal Submitted to AEP
	●	Negotiations continue with landowners for the site land leases.

 

View Soluna’s recent AMA here.

View Soluna 2024 Earnings Power Presentation here.

 

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.

 

Non-GAAP Measures

 

In addition to figures prepared in accordance with GAAP, Soluna from time to time presents alternative non-GAAP performance measures, e.g., EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per share, free cash flow, both on a company basis and on a project-level basis. Project-level measures may not take into account a full allocation of corporate expenses. These measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance measures are not subject to GAAP or any other generally accepted accounting principle. Other companies may define these terms in different ways. See our annual report on Form 10-K for the year ended December 31, 2023, for an explanation of how management uses these measures in evaluating its operations.

 

About Soluna Holdings, Inc (SLNH)

 

Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings. 

 

Contact Information

 

Sam Sova

Partner and CEO

SOVA

[e-mail]

 

 

Cover	Oct. 09, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 09, 2024
Entity File Number	001-40261
Entity Registrant Name	SOLUNA HOLDINGS, INC.
Entity Central Index Key	0000064463
Entity Tax Identification Number	14-1462255
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 Washington Avenue Extension
Entity Address, City or Town	Albany
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12205
City Area Code	(516)
Local Phone Number	216-9257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SLNH
Security Exchange Name	NASDAQ
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security	9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol	SLNHP
Security Exchange Name	NASDAQ

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