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): July 14, 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 July 14, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release for its annual shareholder letter, which is available on the investor relations portion of the Company’s website. The Company also provided an updated investor presentation on the investor relations portion of its website, in connection with the shareholder letter. Copies of the press release and investor presentation are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Theinformation in this Item 7.01 and Exhibits 99.1 and 99.2 will not be treated as “filed” for the purposes of Section 18 ofthe 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, as amended, 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 (shareholder letter), dated July 14, 2025 |
|---|---|
| 99.2 | Investor Presentation, July 2025 |
| 104 | Cover<br> 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:<br> July 14, 2025 | By: | /s/ John Tunison |
| John<br> Tunison | ||
| Chief<br> Financial Officer | ||
| (principal<br> financial officer) |
Exhibit99.1
Soluna Holdings’ CEO John Belizaire Shares Vision for Scalable Renewable Computing in 2025 Shareholder Letter
Albany,NY – July 14, 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, today announced an open letter to shareholders from CEO John Belizaire.
A longer version of the letter and updated investor presentation can be found on Soluna’s Investor Relations webpage. Additionally, we will release an update to our Earnings Power Presentation in the coming weeks.
Soluna’s annual shareholder meeting is scheduled for August 18, 2025 at 10:00am EDT.
Open Letter to Shareholders from John Belizaire, CEO of Soluna Holdings, Inc.
Dear Shareholders,
2024 was a defining year for Soluna. We grew revenue by more than 80%, reached $38 million, and achieved positive cash flowfrom our Bitcoin Hosting business — proof that our model is working.
We brought Project Dorothy 1A and 1B into full-year operation and launched our Demand Response Services (DRS), generating $2.1 million in new revenue. Project Dorothy 2, a 64% hosting capacity expansion, is now energized and is expected to reach 48 MW by year-end.
We simplified our capital structure, secured flexible funding through a $25 million SEPA facility, and made the strategic decision to exit the HPE contract, redeploying resources toward dedicated AI and HPC infrastructure, which is in high demand and where we have a clear advantage.
With the addition of Project Annie (75 MW), our first solar-powered site, Soluna’s development pipeline now exceeds773 MW across wind, grid, and solar-powered computing projects. Project Kati (166 MW) is shovel-ready, with Project Rosa (187 MW), Project Hedy (120 MW), and Project Ellen (100 MW) in active development. Soluna is no longer just proving its concept — we’re scaling it.
Looking Ahead: Building the Future of Renewable Computing
In 2025, we plan to:
| ● | Ramp Project Dorothy 2 to full capacity and increase recurring revenue from Bitcoin Hosting. |
|---|---|
| ● | Break ground on Project Kati, a flagship site for hybrid Bitcoin and AI workloads. |
| ● | Advance Project Rosa, a 187 MW site designed for large-scale computing. |
| ● | Expand and de-risk our pipeline, now exceeding 2.8 GW of AI and Bitcoin hosting capacity. |
| ● | Form new joint ventures to deploy capital efficiently and enter the AI infrastructure<br> market with industry leaders. |
| ● | Strengthen our balance sheet, reduce debt, and own larger stakes in high-performing projects. |
We are building more than data centers. We are laying the foundation for the future of computing. Our ability to turn curtailed renewable energy into reliable, low-cost power for Bitcoin and AI workloads sets us apart.
Soluna is positioned to lead this next era of energy and computing. We look forward to accelerating our growth, deepening our impact, and delivering strong returns for our shareholders.
Thank you for your continued belief in our mission.
Warm regards,
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
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 Kati and our expectations with respect to the amount of renewable energy capacity Project Kati 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 Holdings, Inc. 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.
Soluna Contact Information
Public Relations
West of Fairfax for Soluna
Soluna@westof.co
Exhibit99.2
