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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): April 30, 2026
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
No.) |
| 325
Washington Avenue Extension |
|
|
| Albany,
New York |
|
12205 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (516) 216-9257
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:
| ☐ |
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 (§ 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. ☐
Item
8.01 Other Events.
On
April 30, 2026, Soluna Holdings, Inc. (the “Company”) received formal written notice from The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company has regained compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and that this matter is now closed.
As
previously disclosed, the Company received written notice from Nasdaq indicating that the Company was not in compliance with the Bid
Price Rule, and in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given until October 7, 2026, to regain compliance.
On
May 1, 2026, the Company issued a press release announcing that the Company regained compliance with the Bid Price Rule on April 30,
2026, which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| 99.1 |
|
Press Release, dated May 1, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data 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
May 1, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
Soluna
Regains Compliance with Nasdaq Listing Requirements
ALBANY,
NY, May 1, 2026 – Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer
of green data centers for intensive computing applications such as AI and Bitcoin mining, today announced that it has received notice
from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the minimum bid price requirement
under Nasdaq Listing Rule 5550(a)(2).
In
regaining compliance with the Listing Rule, the Company’s shares maintained a minimum closing bid price of $1.00 per share or greater
from April 14, 2026, to April 29, 2026. As a result, Nasdaq has closed the matter.
“We’ve
done the work to meet Nasdaq’s requirements, and more importantly, to strengthen the business underneath it,” said John Belizaire,
CEO of Soluna Holdings. “Our focus remains on disciplined execution, scaling our Renewable Computing platform, and creating durable
value for shareholders.”
Soluna
is now in full compliance with all Nasdaq continued listing requirements, and the Company’s stock remains listed and traded on
the Nasdaq Capital Market under the ticker “SLNH.”
Safe
Harbor Statement by Soluna
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. Other examples of forward-looking statements may include, but
are not limited to, statements of the Company’s plans and objectives. The Company may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), 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 the Company’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 SEC. All information provided in this press release is as of the press release date,
and the Company undertakes no duty to update such information, except as required under applicable 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:
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 regularly.
Contact
Information
Public
Relations
West
of Fairfax for Soluna
Soluna@westof.co
