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): May 22, 2025

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 7.01 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.

The information in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto 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 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 May 22, 2025

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: May 22, 2025	By:	/s/ John Tunison
		John Tunison
		Chief Financial Officer
		(principal financial officer)

Exhibit 99.1

Soluna to 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 1A	TX	Wind	25	BTC Hosting	Operating
Dorothy 1B	TX	Wind	25	BTC Mining	Operating
Sophie	KY	Grid	25	BTC Hosting	Operating
Dorothy 2	TX	Wind	48	BTC Hosting	Construction
Grace	TX	Wind	2	AI Hosting / Cloud	Development
Kati	TX	Wind	166	BTC / AI or HPC Hosting	Shovel Ready
Rosa	TX	Wind	187	BTC / AI or HPC Hosting	Development
Hedy	TX	Wind	120	BTC / AI or HPC Hosting	Development
Ellen	TX	Wind	100	BTC / 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.

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. 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.

About Soluna 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.

Contact Information

Cybele Ramirez

Director, Marketing

Soluna Holdings, Inc.

[email protected]