Soluna Holdings (NASDAQ: SLNH) closes 18,079,144-share direct offering with Series C warrants

Rhea-AI Filing Summary

Soluna Holdings, Inc. reported that it has closed a previously announced registered direct offering priced at-the-market under Nasdaq rules. The transaction involves the purchase and sale of 18,079,144 shares of common stock, or pre-funded warrants in lieu of common stock, together with accompanying Series C warrants to purchase up to 18,079,144 additional common shares. The securities were sold at a purchase price of $1.77 per share, or per pre-funded warrant, with each share or pre-funded warrant accompanied by a Series C warrant. The company disclosed this event through a press release dated December 8, 2025, which is furnished as an exhibit.

Insights

Capital markets analyst

Soluna closed an at-the-market registered direct deal with stock and warrants.

Soluna Holdings completed a registered direct offering priced at-the-market under Nasdaq rules for 18,079,144 common shares, or pre-funded warrants instead of shares, together with Series C warrants to buy up to 18,079,144 additional shares. Each share or pre-funded warrant was sold at $1.77 and included a Series C warrant.

This structure combines immediate equity (or pre-funded warrants) with additional potential equity via the Series C warrants, which can expand the company’s share base if exercised. The filing notes the transaction has closed as of December 8, 2025, and details are provided in an accompanying press release furnished as an exhibit.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What capital markets transaction did Soluna Holdings (SLNH) announce?

Soluna Holdings announced the closing of a registered direct offering priced at-the-market under Nasdaq rules involving its common stock and Series C warrants.

How many Soluna Holdings (SLNH) shares are involved in the offering?

The transaction covers the purchase and sale of 18,079,144 shares of common stock, or pre-funded warrants in lieu of shares, plus accompanying Series C warrants to purchase up to 18,079,144 additional common shares.

What was the purchase price in Soluna Holdings' registered direct offering?

The securities were sold at a purchase price of $1.77 per share, or per pre-funded warrant, with each share or pre-funded warrant accompanied by a Series C warrant.

What type of warrants did Soluna Holdings (SLNH) issue with this offering?

The company issued Series C warrants with the offering, which allow holders to purchase up to 18,079,144 shares of common stock.

How did Soluna Holdings (SLNH) communicate details of this offering to investors?

Soluna Holdings furnished a press release dated December 8, 2025 as an exhibit, describing the closing of the registered direct offering.

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Accepted by SEC EDGAR 12/08/2025 - 08:00 AM Learn about SEC filing dates

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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): December 8, 2025

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 December 8, 2025, Soluna Holdings, Inc. issued a press release announcing the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 18,079,144 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying Series C warrants to purchase up to 18,079,144 shares of common stock at a purchase price of $1.77 per share (or pre-funded warrant in lieu thereof) and accompanying Series C warrant. 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 December 8, 2025
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: December 8, 2025	By:	/s/ David C. Michaels
		David C. Michaels
		Chief Financial Officer
		(principal financial officer)