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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): August 13, 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
2.02. Results of Operations and Financial Condition.
On
August 13, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three
months and six months ended June 30, 2026.
A
copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
August 13, 2026, the Company posted an updated investor presentation to its investor relations website, which can be found at https://www.solunacomputing.com/investors/updates/.
The information on our web site is not incorporated by reference into this Form 8-K and should not be considered to be a part of this
Form 8-K. The Company’s web site address is included in this document as an inactive textual reference only.
The
information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item
9.01. Financial Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated August 13, 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:
August 13, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
Soluna
Reports Q2’26 Results; Revenue Grows 145% Year-Over-Year
Completes
Vertical Integration at Project Dorothy 1; Pipeline expands to 6.3 GW; Over 583 MW of AI projects added to development pipeline. Signs
Kati 2 AI Joint Venture with Metrobloks
ALBANY,
NY, August 13, 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, announced its financial results for the second
quarter ended June 30, 2026.
“This
is Soluna’s fifth consecutive quarter of sequential revenue growth, and a 145% year-over-year increase that reflects the operating
leverage we are building across the portfolio,” said John Belizaire, CEO of Soluna Holdings. “Kati 1 delivered its first
positive gross profit, and Dorothy 1A had its strongest quarter to date. That operating base is the foundation for the much larger AI
build-out now taking shape across our pipeline. And with Ryan Carver joining as Chief Development Officer, we’ve added hyperscale
AI delivery experience to lead that build.”
“This
quarter, we expanded our development pipeline to approximately 6.3 gigawatts, with major capacity growth across our AI sites,”
Belizaire continued. “The Dorothy 3 campus grew to 300 megawatts, and our joint venture with Metrobloks gives Kati 2 a defined
path from an initial 100 megawatts of critical IT capacity toward 350 megawatts. We also dedicated three additional development sites
to AI capacity, with Projects Hedy, Ellen, and Fei advancing through power term sheets to a combined 583 megawatts of behind-the-meter
power aimed at AI and HPC workloads. With Briscoe and full ownership of Dorothy 1 in hand, we control the generation-to-compute chain
at our flagship campus, and we are moving quickly to convert existing sites to AI and advance Dorothy 3.”
Recent
Operational and Corporate Highlights:
| ● | Completed
Vertical Integration at Project Dorothy - Consolidated ownership of Project Dorothy 1: |
| ◌ | Acquired
150 MW Briscoe Wind Farm on April 1 for a $53.0 million base price. |
| ◌ | Acquired
Spring Lane Capital’s 85.4% Class B interest in Dorothy 1A on April 15 for $16.5 million. |
| ◌ | Acquired
Navitas’ 49% interest in Dorothy 1B on May 19 for approximately $8.8 million. |
| ◌ | Soluna
now owns both the generation and the compute across all 50 MW of Project Dorothy 1. |
| ● | Signed
Kati 2 AI Joint Venture with Metrobloks - On June 3, 2026, Soluna entered into a joint
venture agreement with Metrobloks to develop Project Kati 2. Phase I is a 100 MW critical
IT data center development, with Phase II adding a further 250 MW. Soluna holds all
Class A interests and serves as manager of the joint venture. |
| ● | Project
Kati 1 Reached 48 MW, and Delivered First Gross Profit - Kati 1 completed 48 MW of construction
on April 1, filled by Galaxy Digital. Site revenue grew 938% sequentially to $2.3 million1
and the site delivered its first positive gross profit of $82 thousand. |
| ● | Project
Dorothy 1A Delivered Its Strongest Quarter — Dorothy 1A revenue grew 31% sequentially
to $2.9 million on the Blockware and Canaan fleet ramps, producing $795 thousand of gross
profit at a 28% gross margin - the highest of any site in the portfolio. |
| ● | Development
Pipeline of ~6.3 GW — As of August 1, 2026, Soluna operated approximately 192 MW
across three fully energized sites, with an additional 14 MW under construction at Project
Kati 1. Beyond operating and construction-stage capacity, the Company’s development
pipeline includes approximately 1.6 GW in planning and development, with PPA negotiations,
ERCOT planning, AI feasibility, and land acquisition underway, and approximately 4.5 GW in
assessment with power partners. |
| ● | Major
Expansions of Development Project Capacity and Transition to AI — During the quarter,
Soluna’s development pipeline expanded across several sites. New term sheets increased,
and Soluna redesignated power for AI workloads at Project Rosa (187 MW to 242 MW), Project
Hedy (120 MW to 198 MW), Project Ellen (100 MW to 145 MW), and Project Fei (120 MW to 240
MW). In addition, Soluna allocated Project Grace, its 2 MW AI/HPC technical validation effort
with the Siemens PTI team, to Dorothy 3 capacity. |
| ● | Added
to the Russell 3000 and Russell 2000 Value indices - in the latest reconstitution, with
new sell-side research coverage initiated on the company in recent weeks. |
| ● | Appointed
Ryan Carver as Chief Development Officer - On July 16, 2026, Soluna appointed Ryan Carver
as Chief Development Officer. |
1Includes
$1.5 million attributed to reclassification of revenue from net to gross of electricity chargebacks.
Second
Quarter Financial Highlights:

| ● | Effective
Q2, pass-through electricity costs are presented on a gross basis in revenue and cost of
revenue. This presentation change adds $4.4M to each, with no effect on gross profit,
operating loss, or net loss. |
| ● | Revenue
grew for a fifth consecutive quarter to $15.1 million, up 60% sequentially compared to
Q1 and 145% year over year (73% excluding the presentation change), driven by Dorothy 2’s
contributions, the Kati 1A ramp, and Briscoe’s first quarter under ownership, partially
offset by hashprice compression. |
| ● | Gross
profit was $766 thousand in Q2, compared to $1.9M in Q1, primarily impacted by $1.5M
of Briscoe maintenance costs, Kati 1 ramp costs, and depreciation coming online ahead of
full revenue contribution. |
| ● | Net
loss was ($22.6M), compared with ($17.9M) in Q1, driven primarily by a $4.2M loss on
debt extinguishment and the new Briscoe overhead and depreciation base, partially offset
by lower SG&A. |
| ● | Adjusted
EBITDA Loss of ($1.6M) improved 25% compared with ($2.1M) in Q1, driven by lower legal
and consulting fees following the close of the Briscoe acquisition and lower compensation,
alongside continued gross-profit contribution from Dorothy 2. |

Reconciliations
of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, are in the Appendix.
| ● | Ended
the quarter with $113.4M of unrestricted cash and $33.1M of total debt. Subsequent to
quarter-end, the Company raised approximately $23.6 million under its at-the-market (ATM)
program, with approximately 244,590,575 shares outstanding as of the filing date of the Company’s
Quarterly Report on Form 10-Q. |
Business
Update Call and Webcast:
Management
will host a webcast today, August 13, 2026, at 5:00 p.m. ET to review results and provide a business update. The live webcast and accompanying
presentation will be available in the Investor Relations section of solunacomputing.com, where a replay will also be available following
the call
The
unaudited financial statements and Quarterly Report on Form 10-Q for the three months ended June 30, 2026, filed with the U.S. Securities
and Exchange Commission (“SEC”) on August 13, 2026, are available online.
Our
current Investor Presentation is available here.
Soluna’s
glossary of terms is available 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. Other examples of forward-looking statements may include, but
are not limited to, (i) statements of the Company’s plans and objectives, including with respect to our development pipeline, the
joint venture with Metrobloks at Project Kati 2, the development at Project Dorothy, (ii) statements of future economic performance,
(iii) statements regarding financial projections of the Company, and (iv) statements of assumptions underlying other statements about
the Company or its business. Soluna may also make written or oral forward-looking statements in its periodic reports to the 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 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 SEC. All information provided in this press release is
as of the date of the press release, and Soluna undertakes no duty to update such information, except as required under applicable law.
Non-GAAP
Measures
In
addition to figures prepared in accordance with generally accepted accounting principles (“GAAP”), Soluna from time to time
may present 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, among others. EBITDA is defined as earnings before interest,
taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for stock-based compensation costs, loss on sale
of fixed assets and deposits on equipment; ROFR amortization gain; accretion of asset retirement obligation; gain on transformer settlement;
SEPA commitment fee; fair value adjustment (loss) gain; impairment on fixed assets and intangibles; and loss (gain) on debt extinguishment
and revaluation. 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 principles. Other companies may define these terms in different ways. See
our quarterly report on Form 10-Q for the quarter ended June 30, 2026, for an explanation of how management uses these measures in evaluating
its operations. Investors should review the non-GAAP reconciliations provided above and not rely on any single financial measure to evaluate
the Company’s business.
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
Investor
Relations
Soluna
Holdings, Inc.
ir@soluna.io
Soluna
Holdings, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
As
of June 30, 2026 (Unaudited) and December 31, 2025
| (Dollars in thousands, except
per share) | |
June
30, 2026 | | |
December
31, 2025 | |
| Assets | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash | |
$ | 113,364 | | |
$ | 76,423 | |
| Restricted cash | |
| 10,005 | | |
| 4,500 | |
| Accounts receivable, net
(allowance for expected credit losses of $0 at June 30, 2026 and $244 at December 31, 2025) | |
| 6,737 | | |
| 5,522 | |
| Prepaid expenses and other
current assets | |
| 4,513 | | |
| 2,664 | |
| Loan
commitment assets | |
| — | | |
| 3,018 | |
| Total Current Assets | |
| 134,619 | | |
| 92,127 | |
| Restricted cash, noncurrent | |
| 7,920 | | |
| 7,920 | |
| Other assets | |
| 973 | | |
| 978 | |
| Deposits and credits on
equipment | |
| 208 | | |
| 1,377 | |
| Property, plant and equipment,
net | |
| 137,801 | | |
| 74,783 | |
| Intangible assets, net | |
| 6,068 | | |
| 8,261 | |
| Operating lease right-of-use
assets | |
| 4,152 | | |
| 252 | |
| Financing
lease right-of-use assets | |
| 1,773 | | |
| 2,246 | |
| Total
Assets | |
$ | 293,514 | | |
$ | 187,944 | |
| | |
| | | |
| | |
| Liabilities and Equity | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 3,785 | | |
$ | 4,859 | |
| Accrued liabilities | |
| 7,549 | | |
| 13,182 | |
| Accrued interest payable | |
| 59 | | |
| 303 | |
| Contract termination liability | |
| 19,348 | | |
| 19,348 | |
| Current portion of debt | |
| 30,103 | | |
| 8,858 | |
| Income tax payable | |
| 147 | | |
| 123 | |
| Deferred revenue | |
| 558 | | |
| 518 | |
| Customer deposits- current | |
| 3,020 | | |
| 1,913 | |
| Operating lease liability | |
| 108 | | |
| 65 | |
| Financing lease liability | |
| 23 | | |
| 20 | |
| Other current liabilities | |
| 742 | | |
| — | |
| Total Current Liabilities | |
| 65,442 | | |
| 49,189 | |
| | |
| | | |
| | |
| Other liabilities | |
| 414 | | |
| 743 | |
| Customer deposits- long-term | |
| 1,503 | | |
| 2533 | |
| Long-term debt | |
| 3,016 | | |
| 17899 | |
| Asset retirement obligation | |
| 3,664 | | |
| — | |
| Operating lease liability | |
| 4,276 | | |
| 187 | |
| Financing lease liability | |
| 1,769 | | |
| 2,236 | |
| Deferred
tax liability, net | |
| 1,732 | | |
| 2,911 | |
| Total
Liabilities | |
| 81,816 | | |
| 75,698 | |
| | |
| | | |
| | |
| Commitments and Contingencies
(Note 12) | |
| | | |
| | |
| | |
| | | |
| | |
| Mezzanine Equity: | |
| | | |
| | |
| Placement agent warrants | |
| 1,313 | | |
| 1,313 | |
| | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| 9.0% Series A Cumulative
Perpetual Preferred Stock, par value $0.001 per share, $25.00 liquidation preference; authorized 6,040,000; 4,920,045 and 4,928,545
shares issued and outstanding as of June 30, 2026 and December 31, 2025 | |
| 5 | | |
| 5 | |
| Series B Preferred Stock,
par value $0.0001 per share, authorized 187,500; 0 shares issued and outstanding as of June 30, 2026 and 62,500 shares issued and
outstanding at December 31, 2025 | |
| — | | |
| — | |
| Common stock, par value $0.001 per share,
authorized 375,000,000; 225,986,784 shares issued and 225,821,479 shares outstanding as of June 30, 2026 and 102,617,684 shares issued
and 102,531,089 shares outstanding as of December 31, 2025 | |
| 226 | | |
| 103 | |
| Additional paid-in capital | |
| 575,594 | | |
| 435,030 | |
| Accumulated deficit | |
| (405,890 | ) | |
| (367,715 | ) |
| Common
stock in treasury, at cost, 165,305 shares at June 30, 2026 and 86,595 shares December 31, 2025 | |
| (14,004 | ) | |
| (13,873 | ) |
| Total
Soluna Holdings, Inc. Stockholders’ Equity (Deficit) | |
| 155,931 | | |
| 53,550 | |
| Non-Controlling
Interest | |
| 54,454 | | |
| 57383 | |
| Total
Equity | |
| 210,385 | | |
| 110,933 | |
| Total
Liabilities, Mezzanine Equity, and Equity | |
$ | 293,514 | | |
$ | 187,944 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Soluna
Holdings, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations (Unaudited)
For
the Three and Six Months Ended June 30, 2026 and 2025
| (Dollars
in thousands, except per share) | |
Three
Months Ended June 30, | | |
Six
Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Cryptocurrency mining revenue | |
$ | 1,720 | | |
$ | 2,861 | | |
$ | 3,889 | | |
$ | 5,860 | |
| Data hosting revenue | |
| 12,653 | | |
| 3,136 | | |
| 19,341 | | |
| 5,538 | |
| Wind energy generation revenue | |
| 366 | | |
| — | | |
| 366 | | |
| — | |
| Demand response service revenue | |
| 321 | | |
| 161 | | |
| 858 | | |
| 668 | |
| High-performance computing
service revenue | |
| — | | |
| — | | |
| — | | |
| 28 | |
| Total revenue | |
| 15,060 | | |
| 6,158 | | |
| 24,454 | | |
| 12,094 | |
| Operating costs: | |
| | | |
| | | |
| | | |
| | |
| Cost of cryptocurrency
mining revenue, exclusive of depreciation | |
| 958 | | |
| 1,767 | | |
| 2,616 | | |
| 3,721 | |
| Cost of data hosting revenue,
exclusive of depreciation | |
| 7,672 | | |
| 1,617 | | |
| 11,291 | | |
| 2,945 | |
| Cost of wind energy generation
revenue, exclusive of depreciation | |
| 2,253 | | |
| — | | |
| 2,253 | | |
| — | |
| Cost of high-performance
computing services | |
| — | | |
| — | | |
| — | | |
| 7 | |
| Cost of cryptocurrency
mining revenue- depreciation | |
| 992 | | |
| 1,074 | | |
| 2,047 | | |
| 2,147 | |
| Cost of data hosting revenue-
depreciation | |
| 1,366 | | |
| 512 | | |
| 2,513 | | |
| 913 | |
| Cost
of wind energy generation revenue- depreciation and accretion expense | |
| 1,053 | | |
| — | | |
| 1,053 | | |
| — | |
| Total costs of revenue | |
| 14,294 | | |
| 4,970 | | |
| 21,773 | | |
| 9,733 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative
expenses, exclusive of depreciation and amortization | |
| 15,239 | | |
| 5,397 | | |
| 31,379 | | |
| 11,344 | |
| Depreciation
and amortization associated with general and administrative expenses | |
| 2,400 | | |
| 2,403 | | |
| 4,801 | | |
| 4,807 | |
| Total general and administrative
expenses | |
| 17,639 | | |
| 7,800 | | |
| 36,180 | | |
| 16,151 | |
| Impairment on intangibles | |
| 70 | | |
| — | | |
| 70 | | |
| — | |
| Impairment on fixed assets | |
| — | | |
| 12 | | |
| — | | |
| 12 | |
| Operating loss | |
| (16,943 | ) | |
| (6,624 | ) | |
| (33,569 | ) | |
| (13,802 | ) |
| Interest expense | |
| (3,167 | ) | |
| (1,196 | ) | |
| (4,648 | ) | |
| (2,034 | ) |
| (Loss) gain on debt extinguishment and revaluation,
net | |
| (4,197 | ) | |
| — | | |
| (4,197 | ) | |
| 551 | |
| Loss on sale of fixed assets and deposits on
equipment | |
| (585 | ) | |
| (22 | ) | |
| (553 | ) | |
| (22 | ) |
| Fair value adjustment gain (loss) | |
| 246 | | |
| — | | |
| 246 | | |
| (118 | ) |
| Other financing expense | |
| (5 | ) | |
| (255 | ) | |
| (569 | ) | |
| (456 | ) |
| Other income (expense),
net | |
| 1,480 | | |
| (291 | ) | |
| 1593 | | |
| (286 | ) |
| Loss before income taxes | |
| (23,171 | ) | |
| (8,388 | ) | |
| (41,697 | ) | |
| (16,167 | ) |
| Income tax benefit, net | |
| 547 | | |
| 608 | | |
| 1,171 | | |
| 1,033 | |
| Net loss | |
| (22,624 | ) | |
| (7,780 | ) | |
| (40,526 | ) | |
| (15,134 | ) |
| (Less) Net loss (income)
attributable to non-controlling interest | |
| 1,915 | | |
| 398 | | |
| 2,351 | | |
| 196 | |
| Net loss attributable
to Soluna Holdings, Inc. | |
$ | (20,709 | ) | |
$ | (7,382 | ) | |
$ | (38,175 | ) | |
$ | (14,938 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and Diluted loss per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic & Diluted loss per share | |
$ | (0.18 | ) | |
$ | (0.93 | ) | |
$ | (0.41 | ) | |
$ | (2.10 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding (Basic and Diluted) | |
| 130,975,761 | | |
| 11,146,141 | | |
| 107,668,028 | | |
| 9,939,450 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Soluna
Holdings, Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows (Unaudited)
For
the Six Months Ended June 30, 2026 and 2025
| | |
Six
Months Ended June
30, | |
| (Dollars in thousands) | |
2026 | | |
2025 | |
| Operating Activities | |
| | | |
| | |
| Net loss | |
$ | (40,526 | ) | |
$ | (15,134 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net loss to net cash
used in operating activities: | |
| | | |
| | |
| Depreciation expense | |
| 5,494 | | |
| 3,121 | |
| Amortization expense | |
| 4,841 | | |
| 4,746 | |
| Stock-based compensation | |
| 19,702 | | |
| 3,789 | |
| Deferred income taxes | |
| (1,179 | ) | |
| (1,051 | ) |
| Right of first refusal
amortization gain | |
| (135 | ) | |
| — | |
| Impairment on fixed assets
and intangibles | |
| 70 | | |
| 12 | |
| Amortization of operating
and finance lease asset | |
| 155 | | |
| 30 | |
| Loss (gain) on debt extinguishment
and revaluation, net | |
| 4,197 | | |
| (551 | ) |
| Amortization of deferred
financing costs and discount on notes | |
| 2,209 | | |
| 338 | |
| Fair value adjustments,
including SEPA | |
| (246 | ) | |
| 118 | |
| SEPA commitment cost | |
| 250 | | |
| — | |
| Accretion of asset retirement
obligation | |
| 79 | | |
| — | |
| Loss on sale of fixed assets
and deposit on equipment, net | |
| 553 | | |
| 22 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 277 | | |
| 44 | |
| Prepaid expenses and other
current assets | |
| (1,847 | ) | |
| (455 | ) |
| Other long-term assets | |
| — | | |
| 1,607 | |
| Accounts payable | |
| (2,528 | ) | |
| 1,102 | |
| Contract termination liability | |
| — | | |
| (667 | ) |
| Deferred revenue | |
| (249 | ) | |
| — | |
| Operating lease liabilities | |
| 123 | | |
| (30 | ) |
| Other liabilities and customer
deposits | |
| 914 | | |
| 644 | |
| Accrued
liabilities and interest payable | |
| (3,709 | ) | |
| 1,042 | |
| Net cash used in operating
activities | |
| (11,555 | ) | |
| (1,273 | ) |
| Investing Activities | |
| | | |
| | |
| Purchases of property,
plant, and equipment | |
| (9,483 | ) | |
| (7,790 | ) |
| Purchases of intangible
assets | |
| (68 | ) | |
| (83 | ) |
| Proceeds from sale of property,
plant, and equipment | |
| 32 | | |
| — | |
| Briscoe acquisition purchase,
net of cash acquired | |
| (51,415 | ) | |
| — | |
| Deposits
on equipment | |
| (4,130 | ) | |
| (476 | ) |
| Net cash used in investing
activities | |
| (65,064 | ) | |
| (8,349 | ) |
| Financing Activities | |
| | | |
| | |
| Proceeds from common stock
warrant exercises | |
| 2,553 | | |
| — | |
| Proceeds from sale of common
stock on SEPA | |
| 18,928 | | |
| 2,005 | |
| Proceeds from notes | |
| 24,500 | | |
| 5,269 | |
| Proceeds from sale of common
stock on ATM | |
| 113,465 | | |
| 2,046 | |
| Payments on notes and deferred
financing costs | |
| (18,026 | ) | |
| (3,275 | ) |
| Payments on Series B dividends | |
| (2,058 | ) | |
| — | |
| Costs on treasury stock | |
| (131 | ) | |
| — | |
| Payments on financing lease
liabilities | |
| (113 | ) | |
| — | |
| Purchase of membership
interest of Dorothy 1A and Dorothy 1B | |
| (25,266 | ) | |
| — | |
| Contributions from non-controlling
interest | |
| 10,918 | | |
| 11,852 | |
| Distributions
to non-controlling interest | |
| (5,705 | ) | |
| (3,575 | ) |
| Net cash provided by financing
activities | |
| 119,065 | | |
| 14,322 | |
| | |
| | | |
| | |
| (Decrease) increase in cash & restricted
cash | |
| 42,446 | | |
| 4,700 | |
| Cash & restricted
cash – beginning of period | |
| 88,843 | | |
| 10,453 | |
| Cash & restricted
cash – end of period | |
$ | 131,289 | | |
$ | 15,153 | |
| | |
| | | |
| | |
| Supplemental Disclosure
of Cash Flow Information | |
| | | |
| | |
| Interest paid on debt | |
| 2,248 | | |
| 685 | |
| Fair value consideration
for Green Cloud issuance of shares | |
| — | | |
| 810 | |
| Construction in progress
included in accounts payable and accrued liabilities | |
| 2,743 | | |
| — | |
| Warrant consideration in
relation to Generate and Yorkville Warrants | |
| 3,249 | | |
| — | |
| Noncash membership distribution
accrual | |
| — | | |
| 323 | |
| Warrant adjustment | |
| 682 | | |
| — | |
| Noncash activity right-of-use
assets adjustment | |
| 430 | | |
| — | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
Reconciliations
of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for each three-month period from January 1, 2026
through June 30, 2026 are presented in the table below:
| (Dollars in thousands) | |
Three
months ended March 31, 2026 | | |
Three
months ended June 30, 2026 | |
| | |
| | |
| |
| Net loss | |
$ | (17,902 | ) | |
$ | (22,624 | ) |
| Interest expense | |
| 1,481 | | |
| 3,167 | |
| Income tax benefit | |
| (624 | ) | |
| (547 | ) |
| Depreciation and amortization | |
| 4,603 | | |
| 5,732 | |
| EBITDA | |
| (12,442 | ) | |
| (14,272 | ) |
| | |
| | | |
| | |
| Adjustments: Non-cash or Non-recurring items | |
| | | |
| | |
| | |
| | | |
| | |
| Stock-based compensation costs | |
| 10,222 | | |
| 9,480 | |
| (Gain) loss on sale of fixed assets and deposits
on equipment | |
| (32 | ) | |
| 585 | |
| Right of first refusal amortization gain | |
| (90 | ) | |
| (45 | ) |
| Accretion of asset retirement obligation | |
| — | | |
| 79 | |
| Gain on transformer settlement | |
| — | | |
| (1,409 | ) |
| SEPA commitment fee | |
| 250 | | |
| — | |
| Fair value adjustment, net | |
| — | | |
| (246 | ) |
| Impairment on fixed assets and intangibles | |
| — | | |
| 70 | |
| Gain on debt extinguishment
and revaluation, net | |
| — | | |
| 4,197 | |
| Adjusted EBITDA | |
$ | (2,092 | ) | |
$ | (1,561 | ) |