Soluna Holdings, Inc 8-K, filed Oct 19, 2026
Soluna Holdings, Inc (SLNH)
About this 8-K
Soluna Holdings, Inc filed this 8-K on October 19, 2026, reporting on events of October 16, 2026.
Soluna Holdings, Inc. stockholders approved increasing authorized common shares from 375,000,000 to 1,000,000,000, effective October 16, 2026, and approved potential issuance of 20% or more under the March 24, 2026 Standby Equity Purchase Agreement with YA II PN, Ltd. AI summary
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October 16, 2026, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 375,000,000 shares to 1,000,000,000 shares (the “Certificate of Amendment”).
On October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the approval of the Adjournment Proposal (each as defined below).
The final voting results were as follows:
Proposal 1: Election of Directors Proposal
The Company’s stockholders elected William Hazelip as a Class III Director (independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Hazelip received the following votes:
| For | Withheld | Broker Non-Votes | ||
86,060,721 |
9,310,875 |
62,813,005 |
The Company’s stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes:
| For | Withheld | Broker Non-Votes | ||
91,940,521 |
3,431,075 |
62,813,005 |
The Company’s stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes:
| For | Withheld | Broker Non-Votes | ||
94,735,702 |
635,894 |
62,813,005 |
Proposal 2: Proposal to Increase Authorized Shares
The proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder from 375,000,000 shares to 1,000,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
144,378,143 |
13,309,538 |
496,920 |
N/A |
Proposal 3: Say-on-Pay Proposal
The proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement for the Annual Meeting (the “Say-on-Pay Proposal”) was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
80,736,111 |
14,262,456 |
373,029 |
62,813,005 |
Proposal 4: Auditor Ratification Proposal
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”) was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
157,054,020 |
897,391 |
233,190 |
N/A |
Proposal 5: Exchange Cap Proposal
The proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the Company’s issued and outstanding shares of Common Stock pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026, between the Company and YA II PN, Ltd. (the “Exchange Cap Proposal”), was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
89,707,854 |
5,440,475 |
223,267 |
62,813,005 |
Proposal 6: Adjournment Proposal
The proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the approval of any of the foregoing proposals was insufficient to approve such proposal (the “Adjournment Proposal”) was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
141,738,731 |
15,777,425 |
668,445 |
N/A |
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Certificate of Amendment, dated October 16, 2026, to the Articles of Incorporation of Soluna Holdings, Inc. |
| 104 | Cover Page Interactive Data 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 19, 2026 | By: | /s/ Michael Picchi |
| Michael Picchi | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 3.1
