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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): February 10, 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
7.01 Regulation FD Disclosure.
On
February 10, 2026, Soluna Holdings, Inc. issued a press release announcing that it has received ERCOT approval to begin the initial energizing
and phased commissioning of Project Kati 1 on schedule. 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 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.
| 99.1 |
|
Press Release, dated February 10, 2026 |
| |
|
|
| 104 |
|
Cover
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:
February 10, 2026 |
By: |
/s/
David C. Michaels |
| |
|
David
C. Michaels |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
Soluna
Begins Energization of Project Kati 1, adding 83 MWs to Total Capacity
Milestone
pushes available compute capacity beyond 200 MW
ALBANY,
NY, February 10, 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 that it has received ERCOT
approval to begin the initial energizing and phased commissioning of Project Kati 1 on schedule.
Project
Kati is Soluna’s 83 MW wind-powered data center campus in South Texas dedicated to Bitcoin mining. The
energization will be split between Kati 1A, 48 MW, coming online in three phases and expected to be fully ramped by early Q2, and Kati
1B, 35 MW, following the three-phase approach and expected to be completed by the end of Q3. Kati
1B includes a 12 MW deployment with Cormint, where the company will design, procure, and deliver eight modular data center
units to enable efficient deployment by minimizing on-site labor and accelerating energization timelines. Powered entirely by the
Las Majadas wind energy project, Project Kati represents one of Soluna’s largest sites to date and is designed to scale efficiently
to support large industrial compute workloads.
“This
is a major milestone for project Kati 1, and a clear
demonstration of our blueprint for Renewable Computing at scale,” said John Belizaire,
CEO of Soluna. “Energization of this site represents an increase of more than 67 percent in our total capacity, expanding
the number of customers we can serve with our signature Relentless Stewardship Bitcoin Hosting platform.”
Summary
of Facts on Project Kati 1:
| | ● | Total
Size: 83MW |
| | ● | Phases:
Kati 1A, 48MW expected to be complete by early Q2 and Kati 1B, 35MW expected to be complete
by end of Q3 |
| ● | Date
of Initial Energization: 2/9/2026 |
| ● | Anticipated
Annual Revenue: $17.3 – $19.6mm |
| ● | Estimated
Date of Completion: Q4 |
| ● | Hashrate
Capacity (projected): 3.5 EH/s |
| ● | Primary
power source: Wind |
| ● | Location:
Willacy County, Texas |
More
information on Project Kati and Soluna’s data center projects is available at www.solunacomputing.com.
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 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 energization of Project Kati, 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 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 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.
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): http://x.com/solunaholdings |
| ● | YouTube:
http://youtube.com/c/solunacomputing |
| ● | Newsletter:
http://bit.ly/solunasubscribe |
| ● | Resource
Center: http://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
Public
Relations
West
of Fairfax for Soluna
Soluna@westof.co
