8-K

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): August 18, 2025

SOLUNA

HOLDINGS, INC.

(Exactname of Registrant as Specified in Its Charter)

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:

Securities

registered pursuant to Section 12(b) of the Act:

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. ☐

On August 18, 2025, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of two directors, (2) the approval of the Reverse Stock Split Proposal, (3) the approval of the Adjournment Proposal, and (4) the approval of the Auditor Ratification Proposal (each as defined below).

The final voting results were as follows:

Proposal1: Election of Directors Proposal

The Company’s stockholders elected David C. Michaels as a Class II Director to serve for a three-year term until the Company’s 2028 Annual Meeting of Stockholders. Mr. Michaels received the following votes:

The Company’s stockholders elected Matthew Lipman as a Class II Director to serve for a three-year term until the Company’s 2028 Annual Meeting of Stockholders. Mr. Lipman received the following votes:

Proposal2: Reverse Stock Split Proposal

The proposal to approve one or more reverse stock splits of the then-outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with no change to the number of authorized shares of Common Stock, having an aggregate ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact number, timing, and ratio within such aggregate range each to be determined by the Board of Directors of the Company in its discretion and included in a public announcement, to be effectuated at any time within one year after stockholder approval was obtained (the “Reverse Stock Split Proposal”) was approved based upon the following votes:

Proposal3: Adjournment Proposal

The proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series B Convertible Preferred Stock, par value $0.001 per share, present or represented by proxy at the Annual Meeting and voting “FOR” the Reverse Stock Split Proposal was insufficient to approve such proposal (the “Adjournment Proposal”) was approved based upon the following votes:

Proposal4: Auditor Ratification Proposal

The proposal to ratify the appointment of UHY LLP as the Company’s independent registered public account firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”) was approved based upon the following votes:

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.