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): June 5, 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 June 5, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release containing certain previously unreported corporate and operational information which the Company publishes regularly to its website. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Theinformation in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This informationwill not be incorporated by reference into any filing under the Securities Act of 1933 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.
| 99.1 | Press Release, dated June 5, 2025 |
|---|---|
| 104 | Cover<br> Page Interactive Date 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: | June 5, 2025 | By: | /s/ John Tunison |
| John<br> Tunison | |||
| Chief<br> Financial Officer | |||
| (principal<br> financial officer) |
Exhibit99.1
SolunaAnnounces Monthly Business Update
Customer Deployments Begin at Project Dorothy 2: Phase 1, and Project Sophie Achieves a Record 1.0 EH/s
ALBANY, NY, June 5, 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, announced its May 2025 project site-level operations, developments, and updates.
The Company has provided the following Corporate and Site Updates.
KeyCompany Metrics:
The monthly metrics are now available here.
CorporateHighlights:
| ● | Soluna Reports Q1-25 Results - Q1 Revenue of $5.9 Million and 220MW of New Projects in Development.<br> Read the full update here. |
|---|---|
| ● | Soluna Signs Term Sheet for its First Solar-Powered Data Center – With 75 MW Project Annie,<br> Soluna continues to grow its development pipeline, which now exceeds 773 MW across wind,<br> grid, and solar-powered computing projects. Learn more here. |
| ● | Fireside Chat with Water Tower Research – CEO John Belizaire and CFO John Tunison discuss<br> Soluna’s Q1’25 Results. Sign up here to access the recording. |
| ● | New AMA – CFO John Tunison answers shareholders’ and potential investors’<br> most-asked questions in the latest installment of Soluna’s “Ask Me Anything”<br> (AMA) series. Get the answers here. |
KeyProject Updates:
ProjectDorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining):
| ● | Successfully<br> navigated the ERCOT 4 Coincident Peak (4CP) program for the 3rd year in a row to help ERCOT<br> stabilize grid demand. |
|---|---|
| ● | Insulation,<br> baffling, and active cooling on power infrastructure have been implemented in preparation<br> for summer. |
ProjectDorothy 2 (48 MW, Bitcoin Hosting):
| ● | Substantial<br> completion of Phase 1 was achieved in early May, and customer deployments are ongoing. |
|---|---|
| ● | The<br> commissioning of Phase 2 is expected to begin in the coming weeks and is on schedule to be<br> substantially completed by August. |
| ● | The<br> mechanical construction of Phase 3 MDC buildings is underway. |
ProjectSophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting):
| ● | The<br> site returned to full capacity following the completed expansion of an existing customer,<br> achieving a record 1.05 EH/s at the site. |
|---|---|
| ● | Conducted<br> testing on new Firmware and BTC Miner models. |
ProjectKati (166 MW Under Development, Bitcoin Hosting and AI):
| ● | The<br> construction bid process for Phase 1 (83 MW) of Bitcoin Hosting has been completed to support<br> the finalization of capital formation. |
|---|
CustomerSuccess:
| ● | Completed<br> deployment of the first ~476 next-generation S21+ miners for the recently contracted new<br> partnership with Blockware. The deployment of ~5 MWs of S21+ machines is expected to be completed<br> in June at the new Dorothy 2 site. CEO John Belizaire joined the Blockware podcast to discuss<br> the partnership. Listen here. |
|---|---|
| ● | Completed<br> deployment of customer growth and expansion at Project Sophie. This would be our 3rd partnership<br> expansion with this hyperscale customer. |
| ● | Project<br> Dorothy 2 contracting continues for June-September 2025; 48 MWs subscribed with both brand<br> new customers & current customer expansions, and are in the final stages of negotiation. |
| ● | Our<br> team recently attended the annual Bitcoin 2025 conference and received very positive feedback<br> from current customers and key market players about Soluna’s Bitcoin Hosting services<br> and our ability to meet increasing market demand for hosting needs. |
View Soluna’s recent AMA here.
Soluna’s glossary of terms can be found here.
SafeHarbor 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 include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business and our expectations with respect to the completion of Project Dorothy 2, and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March 31, 2025. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by 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
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io