Soluna Holdings, Inc 8-K, filed May 8, 2023
Soluna Holdings, Inc (SLNH)
About this 8-K
Soluna Holdings, Inc filed this 8-K on May 8, 2023, reporting on events of May 1, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Washington, D.C. 20549
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CURRENT REPORT
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Officer
As described below under Item 5.02(c), Effective as of May 1, 2023, Michael Toporek resigned as Chief Executive Officer of Soluna Holdings, Inc. (the “Company”) in connection with the appointment of John Belizaire as Chief Executive Officer as part of the Company’s previously announced succession plan. In connection with such plan, as also described below, Mr. Toporek was elected as Executive Chairman of the Board of Directors.
The resignation of Mr. Toporek was not the result of was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
(c) Appointment of Officer
The Company has appointed John Belizaire, the Chief Executive Officer of the Company’s Soluna Computing, Inc. subsidiary (“SCI’) and a current director of the Company, to serve as the Chief Executive Officer of the Company, effective as of May 1, 2023. Mr. Belizaire served as the Chief Executive Officer of Soluna Callisto from June 2018 until the Company’s acquisition of Soluna Callisto in October 2021. He also serves as an Operating Advisor of Pilot Growth Equity, a technology growth equity firm, since October 2020. In addition, Mr. Belizaire serves on the Board of Directors of Center for American Entrepreneurship, since May 2020, and the Board of Directors at BanQu Inc, since June 2018. Mr. Belizaire served as the Managing Partner of NextStage LLC, a venture capital firm, from 2002 to 2016. Since June 2006, Mr. Belizaire was the Co-Founder and Chief Executive Officer of FirstBest Systems, which was acquired by Guidewire Software in September 2016, where he served as a Senior Industry Advisor until May 2017. Since January 1997, Mr. Belizaire was the Co-Founder, President and Chief Executive Officer of TheoryCenter, Inc., which was acquired by BEA Systems, Inc. in November 1999, where he served as a Senior Director, Business Development and Strategic Planning until April 2002. Mr. Belizaire has a B.S. in Computer Science and a Master of Engineering in Computer Science from Cornell University. Mr. Belizaire also attended the Executive Development Program at The Wharton School from 2001 to 2002.
Michael Toporek, the Company’s prior Chief Executive Officer, has been elected to serve as Executive Chairman of the Board of Directors, effective as of May 1, 2023.
Item 7.01. Regulation FD Disclosure.
On May 1, 2023, the Company issued a press release announcing announcing appointment of John Belizaire as Chief Executive Officer and Michael Toporek as Executive Chairman, 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.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release announcing appointment of John Belizaire as Chief Executive Officer and Michael Toporek as Executive Chairman | |
| 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.
| Soluna Holdings, Inc. | ||
| By: | /s/ David Michaels | |
| Name: | David Michaels | |
| Title: | CFO | |
| Date: | May 8, 2023 | |
Exhibit 99.1
Soluna Board of Directors Unanimously Votes John Belizaire as CEO of Soluna Holdings
ALBANY, N.Y.–Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for Bitcoin mining and other intensive computing, announced today the Soluna Board of Directors has voted in favor of John Belizaire becoming CEO of Soluna Holdings, Inc. in addition to his role as CEO of Soluna Computing, Inc. This appointment executes on the contents of the press release from Soluna March 20, 2023 announcing this transition.
Belizaire is one of the founders of Soluna Computing, Inc. prior to its acquisition by Mechanical Technology, Inc. (MTI) and will succeed Michael Toporek as CEO of Soluna Holdings, Inc. Toporek will become Executive Chairman of the Board of Directors, succeeding William Phelan, who will become Lead Independent Director of the Company. The transition is effective immediately.
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
John Belizaire
CEO
Soluna Holdings, Inc.
hello@soluna.io