Soluna Holdings, Inc S-1/A, filed Jul 11, 2025
Soluna Holdings, Inc (SLNH)
As filed with the Securities and Exchange Commission on July 11, 2025
Registration No. 333-287519
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| SOLUNA HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 7374 | 14-1462255 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
325 Washington Avenue Extension
Albany, New York 12205
Telephone: (516) 216-9257
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Ave Extension
Albany, New York 12205
(516) 216-9257
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
|
Steven E. Siesser, Esq. Daniel L. Forman, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (212) 204-8688 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 of Soluna Holdings, Inc. (File No. 333-287519) (the “Registration Statement”) is being filed as an exhibit-only filing solely to file the opinion and consent of Brownstein Hyatt Farber Schreck, LLP as Exhibit 5.1 and the opinion and consent of Lowenstein Sandler LLP as Exhibit 5.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the referenced exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Item 16. Exhibits.
| * | Filed herewith. |
| ** | Previously filed. |
| † | Indicates a management contract or compensation plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Albany, State of New York, on July 11, 2025.
| SOLUNA HOLDINGS, INC. | ||
| By: | /s/ John Belizaire | |
| John Belizaire | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ John Tunison | |
| John Tunison | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Person | Capacity | Date | ||
| /s/ John Belizaire | Chief Executive Officer, Director | July 11, 2025 | ||
| John Belizaire | (Principal Executive Officer) | |||
| /s/ John Tunison | Chief Financial Officer, Director | July 11, 2025 | ||
| John Tunison | (Principal Financial Officer) | |||
| * | Chief Accounting Officer | July 11, 2025 | ||
| Jessica L. Thomas | (Principal Accounting Officer) | |||
| * | Executive Chairman | July 11, 2025 | ||
| Michael Toporek | ||||
| * | Director | July 11, 2025 | ||
| David Michaels | ||||
| * | Director | July 11, 2025 | ||
| Edward R. Hirshfield | ||||
| * | Director | July 11, 2025 | ||
| Matthew E. Lipman | ||||
| * | Director | July 11, 2025 | ||
| Thomas J. Marusak | ||||
| * | Director | July 11, 2025 | ||
| William Hazelip | ||||
| * | Director | July 11, 2025 | ||
| William Phelan | ||||
| * | Director | July 11, 2025 | ||
| John Bottomley |
Exhibit 5.1
 |
Brownstein Hyatt Farber Schreck, LLP 702.382.2101 main 100
North City Parkway, Suite 1600 |
July 11, 2025
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
To the addressee set forth above:
We have acted as local Nevada counsel to Soluna Holdings, Inc., a Nevada corporation (the “Company”), in connection with the filing by the Company of the Registration Statement on Form S-1 (File No. 333-287519) (as amended through the date hereof, the “Registration Statement”), including the prospectus contained therein (the “Prospectus”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale by the Company of (i) such number of shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate offering price of up to $5,000,000; (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Pre-Funded Warrant Shares”); (iii) Series A Warrants (the “Series A Warrants”) to purchase such number of shares of Common Stock having aggregate offering price of up to $5,000,000 (the “Series A Warrant Shares”); (iv) Series B Warrants issued (together with the Series A Warrants, the “Purchaser Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (together with the Series A Warrant Shares, the “Purchaser Warrant Shares”); and (v) warrants issued to H.C. Wainwright & Co. (“HCW”), as placement agent (the “Placement Agent Warrants”, and together with the Pre-Funded Warrants and the Purchaser Warrants, the “Warrants”) to purchase such number of shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock to be sold pursuant to the Registration Statement, with an exercise price equal to 125% of the public offering price per share of Common Stock (the “Placement Agent Warrant Shares” and together with the Pre-Funded Warrant Shares and Purchaser Warrant Shares, the “Warrant Shares”), all pursuant to one or more securities purchase agreements (each, a “Purchase Agreement”), by and between the Company and each of the purchasers identified on the signature pages thereto (collectively, the “Purchasers”), or pursuant to that certain Engagement Letter, dated as of April 29, 2025 (the “Engagement Letter”), by and between the Company and HCW, as applicable. The Common Shares and the Warrant Shares are hereinafter collectively referred to as the “Shares” and the Shares and the Warrants are hereinafter collectively referred to as the “Securities”. This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.
www.bhfs.com
| Soluna Holdings, Inc. |
| July 11, 2025 |
| Page 2 |
In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Securities as contemplated by the Transaction Documents (as defined below) and as described in the Registration Statement and Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Transaction Documents, the Registration Statement and the Prospectus (including, without limitation, with respect to the assumed combined public offering price of the Securities as stated in the Registration Statement and Prospectus).
For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement and Prospectus, (ii) the Engagement Letter, (iii) the form of Purchase Agreement and the forms of each of the Warrants, each as filed as exhibits to the Registration Statement (together with the Engagement Letter, the “Transaction Documents”); (iii) the articles of incorporation and bylaws of the Company; and (iv) such agreements, instruments, resolutions of the board of directors of the Company and committees thereof and other corporate records, and such instruments and other documents as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification: (i) each agreement, instrument or other document (or form thereof) we have reviewed or which is referenced herein (including, without limitation, each of the Transaction Documents) has been or will be duly executed and delivered by the parties thereto to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) the statements of fact and all representations and warranties set forth in the Transaction Documents and in any other documents we have reviewed are, and when any Securities are issued will be, true and correct as to factual matters, in each case as of the date or dates of such documents and as of the date hereof; (iii) each natural person executing a document at all relevant times had, has, or at the time of such execution will have, sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original document; (v) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; (v) the obligations of each party set forth in the Transaction Documents and in any other documents we have reviewed are, and when any Securities are issued will be, its valid and binding obligations, enforceable against such party in accordance with their respective terms; and (vii) after any issuance of Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, arrangement, plan or otherwise, will not exceed the total number of shares of Common Stock then authorized under the Company’s articles of incorporation.
| Soluna Holdings, Inc. |
| July 11, 2025 |
| Page 3 |
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:
1. The Warrants have been duly authorized by the Company.
2. The Common Shares have been duly authorized by the Company, and if, when and to the extent any Common Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the relevant Transaction Documents, and as described in the Registration Statement and Prospectus (including payment in full of any and all consideration required for such Common Shares), such Common Shares will be validly issued, fully paid and nonassessable.
3. The Warrant Shares have been duly authorized by the Company, and if, when and to the extent any Warrant Shares are issued in accordance with all applicable terms and conditions of, and in the manner contemplated by, the relevant Transaction Documents, and as described in the Registration Statement and Prospectus (including due and proper exercise of the relevant Warrant(s) in accordance therewith and payment in full of any and all consideration for such Warrant Shares as required thereunder), such Warrant Shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Subject to all of the qualifications, limitations, restrictions, exceptions and assumptions set forth herein, Lowenstein Sandler LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the validity of the Warrants, as filed with the Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
Exhibit 5.2
 |
July 11, 2025
Soluna Holdings, Inc.
325 Washington Ave Extension
Albany, New York 12205
Ladies and Gentlemen:
We have acted as counsel to Soluna Holdings, Inc., a Nevada corporation (the “Company”) in connection with the proposed sale and issuance of (i) such number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” and such shares, the “Shares”), having an aggregate offering price of up to $5,000,000, (ii) Series A common stock warrants (the “Series A Common Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Series A Common Warrant Shares”), (iii) Series B common stock warrants (the “Series B Common Warrants” and, together with the Series A Common Warrants, the “Common Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Series B Common Warrant Shares” and, together with the Series A Common Warrant Shares, the “Common Warrant Shares”) (iv) pre-funded warrants (the “Pre-Funded Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Pre-Funded Warrant Shares”), and (v) placement agent warrants issued to H.C. Wainwright & Co. (“HCW”), as the placement agent (the “Placement Agent Warrants” and, collectively with the Common Warrants and the Pre-Funded Warrants, the “Warrants”) to purchase such number of shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock to be sold in this offering with an exercise price equal to 125% of the public offering price per share of Common Stock (the “Placement Agent Warrant Shares” and, collectively with the Common Warrant Shares and the Pre-Funded Warrant Shares, the “Warrant Shares”) pursuant to the Registration Statement on Form S-1 (Registration No. 333-287519) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) (as amended, the “Registration Statement”), and the related prospectus contained therein (the “Prospectus”). The Shares, the Warrants and the Warrant Shares are to be sold pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) between the Company and each purchaser signatory thereto (each, a “Purchaser” and collectively, the “Purchasers”) or pursuant to that certain Engagement Letter, dated as of April 29, 2025, by and between the Company and HCW, as applicable.
As counsel to the Company in connection with the proposed potential issuance and sale of the above-referenced Shares, Warrants and Warrant Shares, we have reviewed the Registration Statement, Prospectus and the respective exhibits thereto. We have also reviewed such corporate documents and records of the Company, such certificates of public officials and officers of the Company and such other matters as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that, as set forth in a separate opinion delivered to the Company on the date hereof by Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel to the Company, the Warrants, the Shares and the Warrant Shares have been duly authorized; and (v) the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that when the Warrants are duly executed and delivered by the Company and paid for by certain purchasers, such Warrants will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency or other similar laws affecting creditors’ rights and to general equitable principles.
The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to liability where such indemnification or contribution is contrary to public policy. We express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.
Our opinion is limited to the laws of New York. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. We advise you that matters of Nevada law are covered in the opinion of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel for the Company, in Exhibit 5.1 to the Registration Statement.
We hereby consent to the inclusion of this opinion as Exhibit 5.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Lowenstein Sandler LLP
LOWENSTEIN SANDLER LLP