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): November 7, 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. ☐

As described under the Proposal to Increase Authorized Shares in Item 5.07 of this Current Report on Form 8-K, on November 7, 2025, Soluna Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 75,000,000 shares to 375,000,000 shares (the “Certificate of Amendment”).

On November 7, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On November 7, 2025, the Company held the Special Meeting. The stockholders of the Company acted upon the following proposals at the Special Meeting: (1) the approval of the Proposal to Increase Authorized Shares and (2) the approval of the Adjournment Proposal (each as defined below).

The final voting results were as follows:

Proposal1: Proposal to Increase Authorized Shares

The proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder from 75,000,000 shares to 375,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following votes:

Proposal2: Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the amendment to the Articles (the “Adjournment Proposal”) was approved based upon the following votes:

(d) Exhibits.

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.

Exhibit 3.1