Soluna Holdings, Inc 8-K, filed Apr 13, 2023
Soluna Holdings, Inc (SLNH)
About this 8-K
Soluna Holdings, Inc filed this 8-K on April 13, 2023, reporting on events of April 12, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Officer
The Company has accepted Philip Patman, Jr.’s resignation from his position as Chief Financial Officer of the Company, effective April 21, 2023. Mr. Patman’s resignation was not a result of any disagreements with the Company any matter relating to the Company’s operations, policies or practices.
(c) Appointment of Officer
The Company has appointed David C. Michaels, a current director of the Company, to serve as interim Chief Finacial Officer of the Company, effective as of April 21, 2023. Mr. Michaels has served as a member of the Board since August 2013 and as our Lead Independent Director since June 2016 and served as our Chairman of the Board from January 2017 to January 2022. Mr. Michaels served as the Chief Financial Officer of the American Institute for Economic Research, Inc., an internationally-recognized economics research and education organization, from October 2008 until his retirement in May 2018. Prior to that, Mr. Michaels served as Chief Financial Officer at Starfire Systems, Inc. from December 2006 to September 2008. Mr. Michaels worked at Albany International Corp. from March 1987 to December 2006 as Vice President, Treasury and Tax, and Chief Risk Officer. Mr. Michaels also worked at Veeco Instruments from May 1979 to March 1987 in various roles including Controller and Tax Manager. Mr. Michaels is the Chairman of the Board of Directors and Chair of the Audit Committee of Iverson Genetic Diagnostics, Inc. Mr. Michaels also serves as a member of the Board of Governors and Treasurer of the Country Club of Troy. Mr. Michaels has a Bachelor of Science degree with dual majors in Accounting and Finance and a minor in Economics from the University at Albany and completed graduate-level coursework at the C.W. Post campus of Long Island University. Mr. Michaels also completed the Leadership Institute Program at the Lally School of Management & Technology at Rensselaer Polytechnic Institute.
Item 7.01. Regulation FD Disclosure.
On April 12, 2023, the Company issued a press release announcing the departure of Philip Patman, Jr. and appointment of David Michaels as Chief Financial Officer, the text of which is furnished as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” with the Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Soluna Holdings, Inc.
| By: | /s/ Michael Toporek | |
| Name: | Michael Toporek | |
| Title: | CEO | |
| Date: | April 13, 2023 | |
Exhibit 99.1
Soluna Announces Resignation of Chief Financial Officer
April 12, 2023 05:00 PM Eastern Daylight Time
ALBANY, N.Y. Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for Bitcoin mining and other intensive computing, announced today that it has accepted the resignation of its Chief Financial Officer, Philip Patman Jr., effective April 21,
Michael Toporek, CEO of Soluna Holdings, stated, “On behalf of Soluna, we want to thank Philip for his contributions to the team, including his leadership of Soluna’s finance team. We wish him continued success in his new position.”
David Michaels, a Company Director and Chairman of the Audit Committee will serve as interim CFO. Mr. Michaels is also a member of the Governance, Compensation & Nominating Committee and served as Board Chairman and Lead Independent Director at Soluna. He has more than 30 years of finance experience at public and private companies, including CFO roles at the American Institute for Economic Research, Inc. and Starfire Systems, Inc. and Vice President of Treasury, Tax and Chief Risk Officer at Albany International Corp. (NYSE: AIN). With this announcement, the Company will shortly be announcing realignments to its board committees.
Mr. Patman’s resignation is not the result of any dispute or disagreement with the Company including any matters relating to the Company’s practices, policies, accounting practices, or financial reporting.
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. Soluna Holdings, Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, 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 Securities and Exchange Commission. 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 (SLNH)
Soluna Holdings, Inc. 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 Bitcoin mining, AI, and machine learning. Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna uses 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.’
Contacts
Michael Toporek
CEO
Soluna Holdings, Inc.
hello@soluna.io