Soluna Holdings, Inc S-3/A, filed Mar 30, 2026
Soluna Holdings, Inc (SLNH)
As filed with the Securities and Exchange Commission on March 30, 2026.
Registration No. 333-294152
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Soluna Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 14-1462255 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
325 Washington Avenue Extension
Albany, New York 12205
(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)
Copies of all communications, including communications sent to the agent for service, 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: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 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 which 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 Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this pre-effective amendment (this “Amendment”) to our Registration Statement on Form S-3 (File No. 333-294152), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2026 (the “Registration Statement”), as an exhibits-only filing to file an updated auditor consent in Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed exhibits. The prospectuses are unchanged and have been omitted.
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibit Index |
| 4.5** | Form of Subordinated Debt Indenture. | |
| 4.6** | Form of Senior Note (included in Exhibit 4.4). | |
| 4.7** | Form of Subordinated Note (included in Exhibit 4.5). | |
| 4.8*** | Form of Unit Agreement. | |
| 4.0*** | Form of Subscription Agreement. | |
| 5.1** | Opinion of Brownstein Hyatt Farber Schreck, LLP. | |
| 5.2** | Opinion of Lowenstein Sandler LLP. | |
| 23.1* | Consent of UHY LLP. | |
| 23.2** | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). | |
| 23.3** | Consent of Lowenstein Sandler LLP (included in Exhibit 5.2). | |
| 24.1** | Power of Attorney (contained in the signature page of this registration statement). | |
| 25.1† | Statement of Eligibility on Form T-1 of the Trustee for the Senior Debt Indenture. | |
| 25.2† | Statement of Eligibility on Form T-1 of the Trustee for the Subordinated Debt Indenture. | |
| 107** | Filing Fee Table. |
| * | Filed herewith. | |
| ** | Previously filed | |
| *** | To be filed, if applicable, by amendment or by a report filed under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. | |
| † | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albany, New York, on March 30, 2026.
| SOLUNA HOLDINGS, INC. | ||
| By: | /s/ John Belizaire | |
| John Belizaire | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated:
| Person | Capacity | Date | ||
| /s/ John Belizaire | Chief Executive Officer, Director | March 30, 2026 | ||
| John Belizaire | (Principal Executive Officer) | |||
| * | Chief Financial Officer, Director | March 30, 2026 | ||
| David C. Michaels | (Principal Financial Officer) | |||
| * | Chief Accounting Officer | March 30, 2026 | ||
| Jessica L. Thomas | (Principal Accounting Officer) | |||
| * | Executive Chairman | March 30, 2026 | ||
| Michael Toporek | ||||
| * | Director | March 30, 2026 | ||
| Agnieszka Budzyn | ||||
| * | Director | March 30, 2026 | ||
| Edward R. Hirshfield | ||||
| * | Director | March 30, 2026 | ||
| Matthew E. Lipman | ||||
| * | Director | March 30, 2026 | ||
| Thomas J. Marusak | ||||
| * | Director | March 30, 2026 | ||
| William Hazelip | ||||
| * | Director | March 30, 2026 | ||
| William Phelan | ||||
| * | Director | March 30, 2026 | ||
| John Bottomley |
| *By: | /s/ John Belizaire | |
| Name: | John Belizaire, attorney-in-fact | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement of Soluna Holdings, Inc. (the “Company”) on Form S-3 of our report dated March 27, 2026, with respect to our audits of the Company’s consolidated financial statements as of December 31, 2025 and 2024, and for each of the years in the two-year period ended December 31, 2025, which appears in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ UHY LLP
Albany, New York
March 27, 2026