Soluna (NASDAQ: SLNH) gains full control of Project Dorothy 1B campus
Rhea-AI Filing Summary
Soluna Holdings, Inc. completed the acquisition of the remaining 49% equity interest in Project Dorothy 1B for approximately $8.8 million, giving it 100% ownership of the proprietary bitcoin mining project in Silverton, Texas. The deal, executed through subsidiary Soluna Digital, Inc. on May 19, 2026, follows the earlier $53 million purchase of the Briscoe Wind Farm and the $16.5 million acquisition of Project Dorothy 1A.
With Briscoe supplying 150 megawatts of renewable power and full equity control of both D1A and D1B, Soluna now owns the entire 50 MW Project Dorothy 1 campus. The company highlights that this unencumbered ownership is a prerequisite for converting the campus to AI and high‑performance computing workloads and for marketing its next-phase AI development, Dorothy 3. Soluna also notes a development pipeline exceeding 4.3 gigawatts, including more than 1 gigawatt in development, construction, and operations.
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Insights
Soluna consolidates a key campus to enable AI-focused growth.
Soluna is paying about $8.8 million to acquire the final 49% of Project Dorothy 1B, moving from majority to full ownership. Combined with the earlier Briscoe Wind Farm and Dorothy 1A purchases, it now controls the full energy and compute chain at Dorothy 1.
This creates a fully owned 50 MW campus powered by 150 megawatts of renewable energy, which the company describes as a prerequisite for AI and high-performance computing workloads. The move shifts Dorothy 1 from a partially partnered asset to one where Soluna can control customer mix, conversion timing, and deal structures.
The filing also cites a project pipeline above 4.3 gigawatts, with more than 1 gigawatt already in development, construction, and operations. Subsequent disclosures could clarify how quickly Soluna reallocates capacity between bitcoin mining and AI workloads and the commercial terms it can secure at Dorothy 1 and the planned Dorothy 3.
8-K Event Classification
Key Figures
Key Terms
Membership Interests Purchase Agreement financial
9.0% Series A Cumulative Perpetual Preferred Stock financial
Regulation FD Disclosure regulatory
forward-looking statements regulatory
safe harbor regulatory
high-performance computing workloads technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 19, 2026, Soluna Digital, Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”) with Navitas West Texas Investments SPV, LLC (the “Seller”), Navitas Advisors, LLC, and Soluna DV ComputeCo, LLC (the “Dorothy 1B Project Company”), pursuant to which the Purchaser acquired 49% of the issued and outstanding membership interests in the Dorothy 1B Project Company from the Seller. The Dorothy 1B Project Company is focused on proprietary bitcoin mining. The MIPA contains customary representations and warranties of the Seller and the Purchaser.
The closing of the acquisition (the “Closing”) occurred simultaneously with the execution of the MIPA on May 19, 2026. At the Closing, the Purchaser paid approximately $8.8 million to the Seller. Upon the Closing, the Purchaser owns 100% of the issued and outstanding membership interests in the Dorothy 1B Project Company.
The foregoing description of the MIPA is not complete and is qualified in its entirety by reference to the full text of the MIPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 20, 2026, the Company issued a press release announcing the acquisition of the remaining equity interests in the Dorothy 1B Project Company from the Seller, for approximately $8.8 million. 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 (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. | ||
| Exhibit No. | Description | |
| 10.1 | Membership Interests Purchase Agreement, dated May 19, 2026, by and among Soluna Digital, Inc., Navitas West Texas Investments SPV, LLC, Navitas Advisors, LLC, and Soluna DV ComputeCo, LLC. | |
| 99.1 | Press Release, dated May 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within 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: May 20, 2026 | By: | /s/ Michael Picchi |
| Michael Picchi | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 99.1
Soluna Acquires Full Ownership of Project Dorothy 1B, Completing Equity Consolidation of Dorothy 1 Campus
Approximately $8.8M Acquisition Closes the Vertically Integrated Ownership of Dorothy 1, Positioning the campus for AI conversion
ALBANY, NY, May 20, 2026 – Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, including Bitcoin mining and AI, today announced the acquisition of the remaining equity interest in Project Dorothy 1B (“D1B”) from Navitas Global, for approximately $8.8 million. The transaction gives Soluna complete equity ownership of D1B, located in Silverton, Texas, and marks the next step in the Company’s consolidation of equity ownership across the Dorothy campus, following the $53 million acquisition of the Briscoe Wind Farm and the $16.5 million acquisition of Project Dorothy 1A earlier this year.
With the Briscoe Wind Farm providing 150 megawatts of owned renewable power and now 100% equity control of both D1A and D1B, Soluna has assembled the full generation-to-compute ownership chain of 50 MWs at Project Dorothy 1. This unencumbered ownership position is a prerequisite for converting the campus to AI and high-performance computing workloads, and for marketing Dorothy 3, the Company’s next-phase AI infrastructure development, to prospective customers.
“Completing the acquisition of Dorothy 1 is an important step in our broader roadmap toward building Dorothy 3 for AI and high-performance computing,” said John Belizaire, CEO of Soluna. “We can now decide when and how we convert, bring in the right partners on our terms, and present Dorothy 3 to AI customers as a fully controlled, powered campus.
Transaction Details
| Term | Detail | |
| Total Purchase Price | $8,765,490 | |
| Financing | Balance sheet cash | |
| Seller | Navitas Global (Navitas West Texas Investments) | |
| Interests Acquired | 49% (remaining equity interest in D1B) | |
| Post-Closing Ownership | 100% of Project Dorothy 1B | |
| Closing Date | May 19, 2026 |
The Company is actively evaluating opportunities related to Dorothy 2 as part of its broader campus development strategy. Soluna’s development pipeline now exceeds 4.3 gigawatts, including more than 1 gigawatt of projects in development, construction, and operations.
For more information, visit Soluna’s Investor Center at www.solunacomputing.com/investors. More on Project Dorothy and Soluna’s data center projects is available at www.solunacomputing.com.
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 include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to our ability to develop and deploy AI and high-performance computing infrastructure at Project Dorothy, the growth and conversion of our project pipeline, 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 Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March 30, 2026. 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.
About Soluna 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:
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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 regularly.
Contact Information
Public Relations
West of Fairfax for Soluna
Soluna@westof.co