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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) July 10, 2024 (July 9, 2024)
SOLUNA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-40261 |
|
14-1462255 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
325
Washington Avenue Extension
Albany,
New York |
|
12205 |
(Address
of principal executive offices) |
|
(Zip
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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
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
Stock, par value $0.001 per share |
|
SLNH |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
9.0%
Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share |
|
SLNHP |
|
The
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 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
7.01 Regulation FD Disclosure
On July 9, 2024, Soluna Holdings, Inc. (the “Company”) issued
a press release regarding recent corporate and project site updates. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
The
information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information
will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the
Exchange Act, unless that filing expressly incorporates this information by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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:
July 10, 2024 |
SOLUNA
HOLDINGS, INC. |
|
|
|
|
By: |
/s/
John Tunison |
|
Name: |
John
Tunison |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
Soluna
Announces Monthly Business Update
ALBANY,
NY, July 9, 2024 – 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 June project site-level
operations, developments, and updates.
The
Company has provided the following Corporate and Site Updates.
Key
Company Metrics:
The
monthly metrics are now available here.
Corporate
Highlights:
|
● |
Generative
AI Agreement – on June 24th, the Company announced the launch of its Soluna Cloud business and entered into various
agreements with its Strategic OEM Partner. The agreements secure its first batch of NVIDIA GPUs sustainably hosted for Generative
AI workloads. The Company is eyeing up to $80M of Revenue over the next three years. See details in the 8K filing here. |
|
● |
Soluna
Cloud Secured Credit Facility – on June 24th, Soluna announced that it had closed a $12.5M secured credit facility to fund
the GPU contract and Soluna Cloud startup costs. See details in the press release here and Soluna’s 8K filing here.
|
|
● |
Significant
Reduction in Convertible Loan Note Balance – As of July 8th, Convertible Loan Note Holders have reduced their balances
from $7.7M from March 31st to $4.5M by converting to Common Shares. Warrant Holders have also exercised $2.0M from March 31st.
Consequently, the Company’s Common Shares Issued and Outstanding have increased from 3,921,503 as of May 9th, 2024, to
5,381,104 as of July 8th. These figures include stock grants to the Board of Directors, employees, and management. |
|
● |
AMA
– The Company published responses to investor questions in its monthly AMA for May. View the responses here. |
Key
Project Updates:
Project
Dorothy 1A (25 MW, Hosting) / Project Dorothy 1B (25 MW, Prop-Mining):
|
● |
The
onset of the Four Coincident Peak Program from June to September resulted in an increase in curtailed operations over previous months. |
|
● |
Infrastructure
optimization efforts are underway to protect equipment against the severe summer heat including miner heat shielding, building insulation
upgrades, and transformer fan kit installations. |
|
● |
Core
network equipment upgrades have been completed in an effort to modernize adding additional capabilities and resiliency to site infrastructure. |
Project
Dorothy 2 (50 MW):
|
● |
Project
schedule finalized and construction is planned to mobilize by late July. Commissioning of the buildings dedicated to Bitcoin Hosting
will be completed in a phased approach at 6, 9, and 12-month milestone dates. |
|
● |
Power
partner’s approval process is in its final stages. |
|
● |
Spring
Lane’s definitive documentation on recent financing is nearing completion. |
Project
Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting):
|
● |
Fleet
upgrades are underway for several customers to improve efficiency and utilize additional available capacity. |
|
● |
Infrastructure
optimization efforts are also underway similar to Project Dorothy to protect against the severe summer heat including miner heat
shielding, building insulation upgrades, and transformer fan kits installations. |
Project
Kati (166 MW):
|
● |
ERCOT
planning continues to progress with new edits made on one key study. |
|
● |
Negotiations
continue with landowners for the site land leases. |
View
Soluna’s recent AMA here.
View
Soluna 2024 Earnings Power Presentation here.
Safe
Harbor 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 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.
Non-GAAP
Measures
In
addition to figures prepared in accordance with GAAP, Soluna from time to time presents alternative non-GAAP performance measures, e.g.,
EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per share, free cash flow, both on a company basis and on a project-level
basis. Project-level measures may not take into account a full allocation of corporate expenses. These measures should be considered
in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance measures are not
subject to GAAP or any other generally accepted accounting principle. Other companies may define these terms in different ways. See our
annual report on Form 10-K for the year ended December 31, 2023 for an explanation of how management uses these measures in evaluating
its operations.
About
Soluna 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.
Contact
Information
Sam
Sova
Partner
and CEO
SOVA
Sam@letsgosova.com
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Soluna (NASDAQ:SLNHP)
過去 株価チャート
から 9 2024 まで 10 2024
Soluna (NASDAQ:SLNHP)
過去 株価チャート
から 10 2023 まで 10 2024