8-K
Soluna Holdings, Inc (SLNH)
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
Dateof Report (Date of earliest event reported): May 22, 2025
SOLUNA
HOLDINGS, INC.
(Exactname of Registrant as Specified in Its Charter)
| Nevada | 001-40261 | 14-1462255 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 325 Washington Avenue Extension | ||
| --- | --- | |
| Albany, New York | 12205 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (516) 216-9257
N/A
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> stock, par value $0.001 per share | SLNH | The<br> Nasdaq Stock Market LLC |
| 9.0%<br> Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The<br> 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. ☐
Item7.01 Regulation FD Disclosure.
On May 22, 2025, Soluna Holdings, Inc. issued a press release announcing that it has signed a term sheet for power for Project Annie, a new 75 MW data center co-located with a 114 MW solar farm in northeast Texas. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Theinformation in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto will not be treated as “filed” for the purposesof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilitiesof that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933 or into anotherfiling under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated May 22, 2025 |
|---|---|
| 104 | Cover<br> 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:<br> May 22, 2025 | By: | /s/ John Tunison |
| John<br> Tunison | ||
| Chief<br> Financial Officer | ||
| (principal<br> financial officer) |
Exhibit99.1
Solunato Launch First Solar-Powered Data Center with 75 MW Project
Signs Term Sheet to Expand Pipeline with Project Annie
ALBANY, NY, May 22, 2025 – Soluna Holdings, Inc. (“Soluna” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, including Bitcoin mining and AI, announced today that it has signed a term sheet for power for Project Annie, a new 75 MW data center co-located with a 114 MW solar farm in northeast Texas.
Project Annie marks Soluna’s first solar-powered deployment, representing a strategic expansion of the Company’s modular computing platform into solar-rich markets. Developed in partnership with a leading U.S. renewable energy operator, the project is designed to convert underutilized solar energy to high performance computing. It underscores Soluna’s mission to transform excess renewable power into scalable, cost-effective digital infrastructure.
“Project Annie is a game-changer,” said John Belizaire, CEO of Soluna. “It’s our first project tapping solar energy, and it paves the way for sustainable computing that works in harmony with the sun. We’re proud to honor Annie Easley, a computing and energy pioneer, with a project that merges both worlds.”
With Project Annie, Soluna continues to grow its development pipeline, which now exceeds 773 MW across wind, grid, and solar-powered computing projects.
| Project | Location | Power Source | Size (MW) | Model | Status |
|---|---|---|---|---|---|
| Dorothy<br> 1A | TX | Wind | 25 | BTC<br> Hosting | Operating |
| Dorothy<br> 1B | TX | Wind | 25 | BTC<br> Mining | Operating |
| Sophie | KY | Grid | 25 | BTC<br> Hosting | Operating |
| Dorothy<br> 2 | TX | Wind | 48 | BTC<br> Hosting | Construction |
| Grace | TX | Wind | 2 | AI<br> Hosting / Cloud | Development |
| Kati | TX | Wind | 166 | BTC<br> / AI or HPC Hosting | Shovel<br> Ready |
| Rosa | TX | Wind | 187 | BTC<br> / AI or HPC Hosting | Development |
| Hedy | TX | Wind | 120 | BTC<br> / AI or HPC Hosting | Development |
| Ellen | TX | Wind | 100 | BTC<br> / AI or HPC Hosting | Development |
| Annie | TX | Solar | 75 | BTC / AI or HPC Hosting | Development |
The company will now focus on completing definitive power purchase agreements, land agreements, and ERCOT planning for Project Annie.
As part of Soluna’s tradition of naming projects after women pioneers in science and technology, Project Annie honors Annie Easley, one of the first African American computer scientists and mathematicians at NASA who made critical contributions to rocket systems and energy technologies.
For more information, visit www.solunacomputing.com
Soluna’s glossary of terms can be found here.
SafeHarbor 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. Other examples of forward-looking statements may include, but are not limited to, statements of Soluna’s plans and objectives, including with respect to the development of Project Annie and our expectations with respect to the amount of renewable energy Project Annie will deliver. Soluna may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), 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 SEC. All information provided in this press release is as of the date of the press release, and Soluna undertakes no duty to update such information, except as required under applicable law.
AboutSoluna Holdings, Inc. (Nasdaq: 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 and follow us on:
LinkedIn: https://www.linkedin.com/company/solunaholdings/
X (formerly Twitter): x.com/solunaholdings
YouTube: youtube.com/c/solunacomputing
Newsletter: bit.ly/solunasubscribe
Resource Center: solunacomputing.com/resources
Soluna regularly posts important information on its website and encourages investors and potential investors to consult the Soluna investor relations and investor resources sections of its website regularly.
ContactInformation
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io