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): October 15, 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 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:
| Title of each class | Trading Symbol(s) | 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. ☐
Item5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.
On October 15, 2025, the Board of Directors (the “Board”) of Soluna Holdings, Inc. (the “Company”) appointed Agnieska Budzyn to serve as a member of the Board, effective immediately.
As a member of the Board (i) Ms. Budzyn will receive cash compensation of $7,500 per quarter, and (ii) on October 15, 2025, Ms. Budzyn was granted 135,000 restricted stock awards subject to a three-year vesting period, with the first vesting date for 1/3 of the grant amount to occur on September 1, 2026.
There are no family relationships between Ms. Budzyn and any Company director or executive officer, and no arrangements or understandings between Ms. Budzyn and any other person pursuant to which she was selected as a director. Ms. Budzyn is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item7.01. Regulation FD Disclosure.
PressRelease
On October 21, 2025, the Company issued a press release announcing the appointment of Ms. Budzyn to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
AskMe Anything Session
This Current Report on Form 8-K is intended to be a public announcement of the Company’s publication of an “Ask Me Anything” (“AMA”) session which the Company posted to its website on October 21, 2025. During the AMA session, the Company’s management answered questions from investors regarding matters relevant to the Company. The AMA session is available under the “For Investors” section of the Company’s website and the AMA session transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Theinformation in this Item 7.01 of Form 8-K and in Exhibits 99.1 and 99.2 attached hereto will not be treated as “filed” forthe purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subjectto the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of1933 or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
ITEM9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release, dated October 21, 2025 |
| 99.2 | AMA<br> Session Transcript, dated October 21, 2025 |
| 104 | Cover Page Interactive<br> Data File (embedded within 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> October 21, 2025 | By: | /s/ David C. Michaels |
| David C. Michaels | ||
| Chief Financial Officer | ||
| (principal financial officer) |
Exhibit99.1
SolunaAppoints Agnes Budzyn to Board of Directors
Former BlackRock and ConsenSys executive adds deep expertise in finance, digital assets, and technology
ALBANY,NY — October 21, 2025 — Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, today announced the appointment of Agnes Budzyn to its Board of Directors.
Agnes brings more than a decade of experience across finance, digital assets, and technology strategy, with a proven track record of bridging traditional finance and emerging innovation. She currently serves as CEO and Managing Partner of Bluedge Ventures, an investment firm focused on digital infrastructure and dual-use technology, and has previously held leadership roles at BlackRock and ConsenSys, where she helped shape the growth of the Ethereum ecosystem.
“Agnes is a dynamic leader who deeply understands both the financial and technological forces shaping the future of energy and computing,” said John Belizaire, CEO of Soluna. “Her experience across digital assets, infrastructure, and capital formation will be invaluable as we continue scaling our Renewable Computing platform.”
Throughout her career, Agnes has collaborated with major global institutions, including the European Central Bank, Swiss National Bank, and the U.S. Federal Reserve, during her tenure at BlackRock, where she managed over $40 billion in portfolio restructuring. She has also advised organizations on IPO readiness, business transformation, and strategic funding, and currently serves on the Board of Yale Club Audit Committee and the London Stock Exchange/FTSE Russell Digital Assets Advisory Committee.
A recognized thought leader in fintech and decentralization, Agnes has spoken at leading institutions such as Harvard, Oxford, Cornell, and the World Economic Forum in Davos, where she was named to the Forum of Young Global Leaders.
“I’m honored to join Soluna’s Board at such a pivotal time,” said Agnes Budzyn. “Soluna’s vision to make renewable energy a global superpower through sustainable computing aligns closely with my passion for innovation that advances technology, sustainability, and economic resilience. I look forward to contributing to the Company’s continued growth and impact.”
This appointment reflects Soluna’s ongoing efforts to enhance its governance and deepen expertise across finance, capital markets, and digital infrastructure.
SafeHarbor Statement by Soluna
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 the Company’s plans and objectives, including with respect to the scaling of the Company’s Renewable Computing platform and the Company’s continued growth and impact. The Company 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 the Company’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 press release date, and the Company 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
Public Relations
West of Fairfax for Soluna
Soluna@westof.co
Exhibit 99.2
AskMe Anything (AMA): Answering Investors’ Recently Asked Questions
Welcome to another installment of Soluna’s AMA (Ask Me Anything) series, where you — our readers and our followers on Twitter and LinkedIn — can get your questions answered.
In this Q&A, John Belizaire, CEO of Soluna, answers shareholders’ and potential investors’ most-asked questions.
Learn how to submit your questions at the end of this AMA.
Regardingfuture site projects, how will you guys decide whether to pursue HPC vs BTC hosting? It seems like other companies in the space havealmost completely pivoted to HPC/AI.
For each project, we perform a feasibility study on its applicability for Bitcoin and AI. For AI, we are looking for large land sites, power access matching market demand (80-100MW+ with growth potential), connectivity, and access to backup power. Projects that score high on Bitcoin and AI will have dual uses, and some may be only Bitcoin. The Bitcoin portion allows us to deliver Curtailment Mitigation solutions to our partners rapidly. While AI can take 18-24 months to develop and construct. By strategically mixing the two at certain sites, we get the best of both worlds.
For us, it’s not purely about the compute, but partnering with the grid and green energy operators to solve a problem. For each project, we will balance the needs of the grid and market to best select the mix of compute. Our behind-the-meter structure allows us flexibility**.**
Texasis vast and composed of many different biomes, with Project Kati in a very different area from Dorothy. How will you mitigate and copewith the increased humidity at Project Kati?
For each project, we get 4 years of historical weather data (everything from temperature, humidity, to wind speeds and pressure) and use that in our models to optimize our layout and designs for that specific location. This can include reinforcements on the buildings, foundations, as well as different airflow filtration methods to accommodate local conditions.
Humidity really becomes a concern when it condenses, for example, so we have mitigation factors in place to avoid condensation.
Please recall that our first site (Edith) was in Washington state, and Sophie is in Kentucky, so we have existing experience with various biomes as well.
Whendo you anticipate the 1GW being energized? Updating anticipated energization timelines would be very helpful.
We don’t publish energization timelines, but we have published a growth trajectory based on our typical 12-18 months from term sheet to shovel readiness. Project Dorothy is already ramping up. We just started Project Kati, and it is expected to ramp through the middle of next year. The remaining projects (Annie, Rosa, Hedy, Ellen, Gladys, Fei) are moving along well, and we expect 1-2 of them to mature in 2026. The ramp of computing and energy capacity can be found in our 2025 Earnings Power presentation on our website.
Itis unclear whether the deal with Canaan is an EXPANSION or REPLACEMENT of hosting clients at Dorothy. Please clarify.
The 20MW Canaan deal replaces existing customers at Project Dorothy 1A that are scheduled to terminate. We hope this is the first of a long series of deals with Canaan – a leading innovator in the Bitcoin Mining space.
RegardingProject Kati, Soluna has confirmed that $20M funding is coming from Spring Lane Capital for 35 MW. You have then advised 48MW with Galaxy;Are they funding, or if not, who’s funding?
Project Kati 1 – the first 83MW, including the 48MW with Galaxy – will be funded by a combination of equity investments from Soluna and Spring Lane Capital, and the $100M Generate credit facility.
It’snot always easy to see the outstanding shares and warrants as they are constantly increasing. For example, on 09/23, it was 47 millionshares outstanding, and then on 09/24, it was 61.5 million. When you provide your monthly updates, are you able to provide an up-to-date,easy-to-read guide of what shares are outstanding, what warrants are outstanding, and at what price they can be exercised?
Because of financial compliance reasons, we can only disclose this information after it’s been audited by our accountants. That happens quarterly and is published in our quarterly filings (10Q) and annual reports (10K). Our Q3 filing is coming up in November. You can see the latest capitalization table and more information about capital formation activities.
Howabout some basic financial info? Like the use of the ATM, the use of capital, and the economics of your announced deals? Everyone wouldlike to know what your capitalization plans are now with this large ATM.
Weneed a clear view of what you plan and finance.
An update on our financials will appear in our Q3 financials and filings next month. In the materials we’ll provide you with an update on our capital formation plans, use of our ATM, and more.
Whatare Soluna’s plans with the cash raised from Q3/Q4? Building more equity in Dorothy 2, Kati 1&2, and other pipeline projects?Accelerating timelines? Paying off debt? Paying off the pref dividends? All of the above?
Our goal is to use our project-level debt and equity tools – Spring Lane and Generate – along with our parent company tools – ATM, Equity, and SEPA – to raise capital for our shovel-ready projects and over 1GW+ pipeline. We intend to invest in projects including, but not limited to: Dorothy 2, Kati 1, and the upcoming development projects, namely Hedy, Ellen, Annie, Gladys, and Fei.
We are also working on the development of Kati-2 for AI, including land acquisition, substation upgrades, and design development engineering activities.
Thank you for submitting your questions!
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