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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

 

Date of Report (Date of earliest event reported) December 17, 2021 (December 13, 2021)

 

SOLUNA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-06890   14-1462255
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

325 Washington Avenue Extension

Albany, New York

  12205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (518) 218-2550

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement 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 Stock, par value $0.001 per share   SNLH   The Nasdaq Stock Market LLC
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share   SLNHP   The 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. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On December 13, 2021, Soluna Holdings, Inc. (the “Company”), issued a press release announcing its financial and business highlights for the month ended November 30, 2021 and Soluna Computing, Inc. (“SCI”) November site level financials. The press release and presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure

 

Reference is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.

 

The information contained in this Form 8-K provided under Item 7.01 and Exhibits 99.1 and 99.2attached hereto are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission (the “SEC”) or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Forward-Looking Statements

 

This Form 8-K and Exhibits 99.1 and 99.2 contain forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks that may be included in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1      Press release dated December 13, 2021 

99.2       Soluna Holdings, Inc. November 2021 Monthly Flash Report

 

2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 17, 2021 SOLUNA HOLDINGS, INC.  
       
  By: /s/ Jessica L. Thomas  
   

Name: Jessica L. Thomas 

Title: Chief Financial Officer

 

 

3 

Exhibit 99.1

 

Soluna Announces November Site Level Financials

 

Financial Results Accelerating; Remains On Track to Deliver over 1EH/s by End of Q1’22

 

NEW YORK, December 13, 2021 – Soluna Holdings, Inc. (Nasdaq: SLNH), a developer of green data centers for cryptocurrency mining and other intensive computing, announced today the release of its November site level financials, business update and outlook.

 

Michael Toporek, CEO of MTI stated, "Our team delivered another solid month of strong performance. We expect financial results to accelerate over the next several months as we remain on track to deliver over 1EH/s by the end of Q1 next year. That should drive a yearly revenue run-rate exceeding $61 million and cash contribution margin over $40 million. It is extremely gratifying to see our team executing at this level.”

 

Key Summary Highlights for November 2021

 

Strong financial results continuing to scale and will accelerate over the next several months

 

Current yearly cash contribution margin run-rate at $23.3 million

 

Currently at 623 PH/s (December 9th), expect to hit 722 PH/s in +/- 30 days due to supply chain issues

 

Targeted 912 PH/s by end of Q1 2022 and expect to exceed that with over 1 EH/s

 

Expect to have Sophie (Anaconda) scaled up to 25 MW and fully energized by December 31st

 

Continue to carefully ramp and test infrastructure

 

 

 

 

*all numbers below exclude legacy hosting          
           
($ in 000s; Unaudited)* Q1 2021 Q2 2021 Q3 2021 Oct 2021 Nov 2021
Revenue $995 $1,657 $2,368 $2,142 $2,632
Contribution Margin $744 $1,261 $1,703 $1,444 $1,943
           
Annualized Revenue $3,980 $6,628 $9,472 $25,704 $31,583
Annualized Contribution Margin $2,976 $5,044 $6,812 $17,328 $23,311

 

A presentation and corresponding video is available on the Company’s website at
solunacomputing.com/investors/updates/monthlyflashnovember2021

 

About Soluna Holdings, Inc.

 

Soluna Holdings, Inc. (Nasdaq: SLNH) is the leading developer of green data centers that convert excess renewable energy into global computing resources. Soluna builds modular, scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and machine learning. Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna's MTI Instruments division manufactures precision tools and testing equipment for electronics, aviation, automotive, power and other industries. Both Soluna and MTI Instruments use technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. Soluna’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’ 

 

For more information about Soluna, please visit www.solunacomputing.com or follow us on LinkedIn at linkedin.com/solunaholdings and Twitter @SolunaHoldings

 

Forward Looking Statement

 

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the filing of the registration statement and its ability to provide the Company with important financial flexibility and access to additional forms of growth capital, especially non-dilutive instruments, and the successful execution of the Company's business strategy. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, the SEC declaring the registration statement effective or the Company’s ability to raise capital using the registration statement if and when it is declared effective, the Company’s ability to establish and maintain the proprietary nature of its technology through the patent process, as well as its ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's filings with the SEC, including the registration statement and its periodic reports.

 

 

 

 

Investor Relations:

 

Kirin Smith, President 
PCG Advisory, Inc.
646.823.8656
[email protected]

 

 

 

Exhibit 99.2