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
Date of Report (Date of earliest event reported) October 12, 2021 (October 8, 2021)
MECHANICAL
TECHNOLOGY, INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 000-06890 | 14-1462255 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of Incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification Number) |
| 325 Washington Avenue Extension<br><br> <br>Albany, New York | 12205 | |
| --- | --- | |
| (Address<br> of registrant's principal executive office) | (Zip<br> code) |
(518)218-2550
(Registrant's telephone number, including area code)
N/A
(Former name 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 (see General Instruction A.2. below):
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> 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<br> $0.001 per share | MKTY | The Nasdaq Stock Market |
| 9.0% Series A Cumulative<br> Perpetual Preferred Stock, par value $0.001 per share | MKTYP | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. | Other Events. |
|---|
On October 8, 2021 Mechanical Technology, Incorporated issued a press release announcing that its Board of Directors had declared the regular monthly dividend on its shares of 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The dividend will be payable on October 31, 2021, to holders of the Series A Preferred Stock of record as of the close of business on October 18, 2021, for the month ended October 31, 2021 and, with respect to the 86,585 shares of Series A Preferred Stock issued on September 28, 2021 (the “Option Shares”), for the period from September 28, 2021 through September 30, 2021.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Mechanical Technology, Incorporated dated October 8, 2021. |
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: October 12, 2021 | MECHANICAL TECHNOLOGY, INCORPORATED | |
|---|---|---|
| By: | /s/ Jessica<br> L. Thomas | |
| Name:<br> Jessica L. Thomas<br><br> <br>Title:<br> Chief Financial Officer |
Exhibit99.1
MechanicalTechnology, Incorporated AnnouncesInitial Dividend for Series A Preferred Stock
ALBANY,N.Y., October 8, 2021 – Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), the parent company of EcoChain, Inc. (“EcoChain”), a cryptocurrency mining business powered by renewable energy, and MTI Instruments, Inc. (“MTI Instruments”), a test and measurement instruments and systems business, today announced that its Board of Directors has declared the regular monthly dividend on its shares of 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The dividend will be payable on or about October 31, 2021, to holders of the Series A Preferred Stock of record as of the close of business on October 18, 2021, for the month ended October 31, 2021 and with respect to the 86,585 shares of Series A Preferred Stock issued on September 28, 2021 (the “Option Shares”) for the period from September 28, 2021 through September 30, 2021. The Company announced the closing of 720,000 shares of Series A Preferred Stock offering, and the issuance of the Series A Preferred Stock, on August 23, 2021 and the issuance and sale of 86,585 Option Shares pursuant to the exercise of the underwriters overallotment option on September 28, 2021 (the “Option Issuance Date”). The initial dividend for the Option Shares accumulated from the Option Issuance Date. Dividends on the Series A Preferred Stock will be payable when, as and if declared by the Board of Directors monthly in arrears on the final day of each month or the next business day at an annual rate of 9.0% of the $25.00 liquidation preference per share.
The Series A Preferred Stock began trading on the Nasdaq Stock Market LLC under the symbol “MKTYP” on August 20, 2021.
AboutMTI
MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through EcoChain, MTI develops cryptocurrency mining facilities powered by renewable energy that integrate with the blockchain network. Through MTI Instruments, MTI is engaged in the design, manufacture and sale of test and measurement instruments and systems that use a comprehensive array of technologies to solve complex, real-world applications in numerous industries. Those include manufacturing, electronics, semiconductor, solar, commercial and military aviation, automotive and data storage. For more information about MTI, please visit https://www.mechtech.com.
Forward Looking Statements
The statements in this press release with respect to the payment of dividends on the Series A Preferred Stock constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Actual results could differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to: (1) those risk factors set forth in the Company’s Registration Statement on Form S-1 (File No. 333-257300), as amended; and (2) other risks and uncertainties that may be detailed from time to time in MTI’s reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.
ContactInformation:
Lisa Brennan
lbrennan@mtiinstruments.com
InvestorRelations:
Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com