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): September 3, 2024 (August 28, 2024)
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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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:
| ****<br><br> <br>Title of each class | Trading Symbol(s) | ****<br><br> <br>Name of each exchange on which registered |
|---|---|---|
| Common stock, par value<br> $0.001 per share | SLNH | The Nasdaq Stock Market<br> LLC |
| 9.0% Series A Cumulative<br> Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The Nasdaq Stock Market<br> 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<br> 8**.01** | Other Events |
|---|
On August 28, 2024, Soluna Holdings, Inc (the “Company”) issued a press release announcing the groundbreaking of Project Dorothy 2 in Texas. This new site marks a significant milestone in the company’s ongoing expansion efforts and is expected to play a pivotal role in the company’s future growth strategy.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Theinformation in Item 8.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This informationwill not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under theExchange Act, unless that filing expressly incorporates this information by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| 99.1 | Press Release, dated August 29, 2024 |
|---|---|
| 104 | Cover Page Interactive Date File (embedded with the<br> 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: September 3, 2024 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal accounting officer) |
Exhibit99.1
SolunaBreaks Ground on Project Dorothy 2, its Flagship Sustainable Data Center in Texas
August 29, 2024 08:00 AM Eastern Daylight Time
ALBANY, N.Y.--(BUSINESS WIRE)--Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and Al, is proud to announce the groundbreaking of Project Dorothy 2 in Texas. The ceremony, held on Wednesday, August 28, 2024, marks a significant milestone in the company’s mission to power the future of computing with clean energy.
With Project Dorothy 2, Soluna’s flagship Texas data center, Project Dorothy, doubles in size. The facility will harness the power of renewable energy to drive high-performance computing, from Bitcoin mining to generative Al and machine learning.
“We are thrilled to break ground on Project Dorothy 2, a project that builds on the success of Project Dorothy 1 and embodies our commitment to innovation, sustainability, and the future of digital infrastructure,” said John Belizaire, CEO of Soluna Holdings. “This facility represents a new era of Renewable Computing where technology and sustainability can thrive together. We are excited to see this vision come to life.”
The groundbreaking ceremony was attended by key stakeholders, partners, and members of the local community, all of whom have been instrumental in the development of Project Dorothy. The event underscored the importance of collaboration in achieving the company’s ambitious goals.
“We are grateful for the support we’ve received from our partners, investors, the community, and our Soluna team,” Belizaire added. “Project Dorothy is a significant step forward in our journey to make renewable energy the world’s primary power source.”
The energization of Project Dorothy 2 is expected in Q1 2025 with the facility becoming fully operational thereafter.
For more information about Soluna Holdings and Project Dorothy, please visit solunacomputing.com/projects/project-dorothy.
TheDorothy Name
Soluna continues its tradition of naming its data centers after women scientists who help(ed) catalyze major innovation. Project Dorothy is named after Dorothy Vaughan, an African American mathematician and “human computer” who worked for the National Advisory Committee for Aeronautics and NASA in 1939. Learn more about Project Dorothy 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. 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.
AboutSoluna 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 Al, 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.
Contacts
Sam Sova
Partner and CEO
SOVA
Sam@letsgosova.com