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): April 15, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications 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<br> stock, par value $0.001 per share | SLNH | The<br> Nasdaq Stock Market LLC |
| 9.0%<br> Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The<br> Nasdaq Stock Market 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 April 15, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release announcing that it had signed definitive agreements to secure two parcels of land required to build Project Kati in Texas. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Theinformation in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto will not be treated as “filed” for the purposesof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilitiesof that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933 or into anotherfiling 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 April 15, 2025 |
|---|---|
| 104 | Cover<br> Page Interactive Date File (embedded with the 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:<br> April 15, 2025 | By: | /s/ John Tunison |
| John<br> Tunison | ||
| Chief<br> Financial Officer | ||
| (principal<br> financial officer) |
Exhibit99.1
Soluna Signs Land Agreements for 166 MW Project Kati
Targets Sustainable AI and Bitcoin Growth
ALBANY, NY, April 15, 2025 –Soluna Holdings, Inc. (“Soluna” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced today that it has signed the necessary definitive agreements to secure two parcels of land required to build Project Kati in Texas.
Project Kati is a 166 MW data center site that will power advanced computing applications, including Bitcoin mining and, potentially, artificial intelligence (AI). The project is in partnership with EDF Renewables and Masdar.
With two strategic land parcels now under contract—one for Bitcoin and one for AI—Soluna has cleared a major milestone in the development of the site. The shovel-ready project will be delivered in two phases, starting with 83 MW, and is expected to unlock new Bitcoin hosting and joint venture opportunities across the high-performance computing (HPC) landscape.
“We’ve entered into the agreements necessary to secure the land we need to build this strategic project,” said John Belizaire, CEO at Soluna. “We believe this milestone sets the stage for construction, investment, and innovation, and we’re now ready to move from vision to execution. Project Kati will be a cornerstone of our strategy to scale sustainable Bitcoin and AI infrastructure.”
Soluna will now focus on three key areas as the project moves toward construction in 2025:
| ● | Capital Formation – Soluna will open Project Kati to bids from prospective investors, partners,<br> and customers for a Bitcoin Hosting data center. |
|---|---|
| ● | Joint Venture Opportunities – Discussions are underway with potential partners to co-develop<br> an AI or HPC-focused data center at the site. |
| ● | HPC Site Analysis – With the help of expert advisors, Soluna has already completed<br> the evaluation of the site for Tier-3, confirming its suitability for high performance computing<br> and AI data center capabilities, including environmental, energy, and connectivity factors. |
| --- | --- |
The Company expects that Phase 1 of Project Kati—83 MW—would bring its operating capacity to over 206 MW, reinforcing its leadership in powering next-generation computing with renewable energy.
In keeping with its tradition of honoring women scientists, Soluna named Project Kati after Katalin “Kati” Karikó, the pioneering Hungarian scientist whose groundbreaking work made mRNA-based therapies and modern vaccines possible.
Closing of the land transactions is subject to the entering into of final agreements with Willacy County and Lyford School District related to potential tax abatements, the structuring of the data center transaction, and final Soluna due diligence.
For more information about Soluna and its projects, please visit solunacomputing.com.
Soluna’s glossary of terms can be found 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, our expectations with respect to the completion of Project Kati, including our ability to satisfy the conditions to closing and complete the land transactions, our expectations with respect to the amount of renewable energy capacity the project will deliver and our ability to complete the project on the projected timeline or at all, 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. 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.
AboutSoluna Holdings, Inc (Nasdaq: 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 and follow us on:
LinkedIn: https://www.linkedin.com/company/solunaholdings/
X (formerly Twitter): x.com/solunaholdings
YouTube: youtube.com/c/solunacomputing
Newsletter: bit.ly/solunasubscribe
Resource Center: solunacomputing.com/resources
Soluna regularly posts important information on its website and encourages investors and potential investors to consult the Soluna investor relations and investor resources sections of its website.
ContactInformation
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io