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): March 11, 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 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 | SLNH | The Nasdaq Stock Market<br> LLC |
| 9.0% Series A Cumulative<br> Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The Nasdaq Stock Market<br> 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 March 11, 2025, the Company issued a press release containing certain previously unreported corporate and operational information which it 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 March 11, 2025 |
|---|---|
| 104 | Cover Page Interactive Date File (embedded with the<br> 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: March 11, 2025 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) |
Exhibit99.1
SolunaAnnounces Monthly Business Update
ALBANY, NY, March 11, 2025 – Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, including Bitcoin mining and AI, announced its February 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 Announces Project Kati Successfully Exits ERCOT Planning Phase - Soluna’s new data<br> center project is expected to unlock up to 166 MW of Bitcoin hosting and AI joint venture<br> opportunities. Learn more here. |
|---|---|
| ● | Soluna and Bit Digital Expand Partnership, Surpassing 12 MW in Hosting Capacity – The<br> new 5.5 MW deal brings next-gen mining to Project Dorothy. Read more here. |
| ● | Soluna Secures Up to 187 MW of Sustainable Energy for AI and Bitcoin Mining with Land Purchase Agreement for Project Rosa - The agreement secures 60 acres of land for project development. Learn<br> more here. |
| ● | CEO John Belizaire’s Fireside Chat with Water Tower Research is available to watch<br> now. Sign up here to access the recording. |
| ● | CEO John Belizaire joins Frontlines’ Category Visionaries Podcast to discuss Renewable<br> Computing for AI. Listen to the conversation here. |
| ● | New Episodes on Soluna’s Clean Integration Podcast - CEO John Belizaire hosts interviews<br> with Soluna’s team and industry experts in a new limited series focused on AI, sustainability,<br> and Soluna Cloud. Listen to the latest episodes here. |
| ● | New Blogs - The Soluna team writes about financial modeling for Bitcoin mining, the Deepseek<br> phenomenon, the untapped potential of renewables in high-performance computing, and more.<br> Read our latest blogs here. |
KeyProject Updates:
ProjectDorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining):
| ● | Site<br> operations have responded well following the substation interconnection in January, with<br> minimal curtailments as optimal weather conditions have persisted. |
|---|---|
| ● | Project<br> Dorothy 1A customer deployments are nearing conclusion with the remaining 2 MW of S21’s<br> having been received and in the process of being deployed. |
ProjectDorothy 2 (48 MW Under Construction, Bitcoin Hosting):
| ● | Confirmation<br> received from ERCOT that all requirements have been satisfied, and we are approved to energize<br> the next 50 MW of Project Dorothy 2. The commissioning of Phase 1 has commenced. |
|---|---|
| ● | Grid<br> telemetry and network installation have successfully been completed in coordination with<br> our utility partners. |
| ● | Hosting<br> customer contracts are in the process of being finalized, and coordination on deployment<br> timing is underway. |
| ● | Mechanical<br> construction for Phase 2 has commenced. |
ProjectGrace (2 MW at Dorothy 2 Under Development, AI Cloud/Hosting):
| ● | We<br> completed a third-party engineering report confirming a Power Usage Effectiveness (PUE) of<br> 1.13 and a Power Factor of 0.99. |
|---|
ProjectAda (1 MW, AI Cloud with HPE):
| ● | Atlas<br> Cloud launched its new Deepseek offering on February 28, which is powered by 128 NVIDIA<br> H100 SXM Infiniband GPUs with superior performance. |
|---|---|
| ● | Our<br> AI pipeline currently exceeds 1,800 NVIDIA H100 GPUs. |
ProjectSophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting):
| ● | The<br> local utility completed the substation repair in mid-February ahead of schedule, and the<br> site returned to 100% capacity. |
|---|---|
| ● | We<br> are in the process of completing a 2 MW customer deployment to upgrade our fleet. |
ProjectKati (166 MW Under Development, Bitcoin Hosting and AI):
| ● | The<br> scope of work to complete Phase 1 (83 MW) of the substation upgrade is finalized, with the<br> remaining above-ground electrical installation planned for April. |
|---|---|
| ● | Procurement<br> activities on long-lead equipment remain underway. |
| ● | The<br> construction bidding process for Phase 1 (83 MW) of Bitcoin Hosting has been launched. |
CustomerSuccess:
| ● | Soluna<br> deployed S21 and S21+ for the first time to Project Dorothy through its partnership expansion<br> with Bit Digital. |
|---|
View Soluna’s recent AMA here.
View Soluna 2024 Earnings Power Presentation 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 Kati, Project Dorothy and Project Rosa, 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 SEC, including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 1, 2024. 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 (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. Follow us on X (formerly Twitter) at @SolunaHoldings.
ContactInformation
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io