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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): October 21, 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
October 21, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing that it has entered into a definitive
agreement to form a jointly owned company with Applied Digital Corporation (NASDAQ: APLD) to develop a planned 50 MW critical IT data
center for AI and HPC at Project Dorothy 3, the Company’s development site near Silverton (Briscoe County) Texas and the Briscoe
Wind Farm. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished
to the Securities and Exchange Commission, and shall not be deemed to be “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, and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| 99.1 |
|
Press Release, dated October 21, 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:
October 21, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
Soluna
Agrees to Form Strategic Partnership with Applied Digital to Develop Wind-Powered AI Data Center in Texas
Facility
to be powered by Briscoe Wind Farm; ChronoScale signs letter of intent for triple-net lease
ALBANY,
N.Y., October 21, 2026 —Soluna Holdings, Inc. (Nasdaq: SLNH) (“Soluna”), a developer of green data centers for
intensive computing applications including artificial intelligence (“AI”), today announced that it has entered into a definitive
agreement (the “Transaction Agreement”) to form a jointly owned company (the “Project Company”) with Applied
Digital Corporation (NASDAQ: APLD) (“Applied”) to develop a planned 50 MW critical IT data center for AI and HPC (the “Project”)
at Project Dorothy 3, Soluna’s development site near Silverton (Briscoe County) Texas and the Briscoe Wind Farm (“Briscoe
Wind”).
Under
the Transaction Agreement, Soluna is expected to contribute a portion of the Dorothy 3 site, including land and power-related project
assets, to the Project Company, and Applied is expected to provide capital to support the development of the Project. Following the closing
of the transactions contemplated by the Transaction Agreement, Applied is expected to hold a 51% interest in the Project Company, and
Soluna is expected to hold the remaining 49% interest.
The
closing of the transactions contemplated by the Transaction Agreement is subject to the satisfaction of certain conditions precedent,
including the approval of a tax abatement for the Project in Briscoe County, Texas, receipt of title policies, obtaining certain corporate
approvals, successful negotiation and execution of the operating agreement for the Project Company, definitive leases, power agreements
and other definitive agreements, and other customary conditions. The transactions are expected to close by the end of the calendar year.
“We
have said for a long time that the constraint in AI is energy access, not chips,” said John Belizaire, CEO of Soluna. “We
built Soluna to bring load to the generation, so the power would be ready when the demand arrived. Partnering with Applied at Dorothy
3 puts that strategy to work: our site and wind power, combined with a proven builder and operator of AI data centers. We look forward
to completing the remaining steps, including the tax abatement process in Briscoe County, and to bringing this project forward with the
local community.”
Project
Dorothy 3
Dorothy
3 is a planned AI data center co-located with Briscoe Wind, a 150 MW wind farm in Briscoe County, Texas, near Soluna’s Dorothy
1 and Dorothy 2 projects. Subject to definitive documentation, Phase 1 of Dorothy 3 (50 MW Critical IT) is expected to draw power from
both Briscoe Wind and the grid.
ChronoScale
Letter of Intent
ChronoScale
Holdings Corporation (Nasdaq: CHRN), an accelerated compute platform purpose-built to support demanding AI workloads and a publicly-traded
company majority-owned by Applied (“ChronoScale”), has signed a non-binding letter of intent to lease the planned facility.
The lease remains subject to the negotiation and execution of definitive documentation, and there can be no assurance that a definitive
lease will be entered into on the terms contemplated by the letter of intent, or at all.
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 Soluna’s current views and assumptions with respect to future events regarding their respective businesses, including
the ability to complete the closing of the transactions contemplated by the Transaction Agreement on the proposed terms and schedule,
and the satisfaction of the conditions precedent to the closing of the transactions contemplated by the Transaction Agreement, including
approval of a tax abatement; the formation of the Project Company and the negotiation of its operating agreement; receiving a leasehold
title policy; obtaining certain corporate approvals of Soluna, Applied and Chronoscale; the negotiation and execution of a definitive
lease with ChronoScale and definitive power supply agreements; the development, financing, construction, energization, and operation
of the Project; whether the development of the Project may be more difficult, time-consuming or costly than expected, whether the expected
benefits of the Project will occur, and Soluna’s development pipeline. 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 filed with the U.S. Securities and Exchange Commission (“SEC”), 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, including but not limited to, Soluna’s ability
to complete construction of its data center campuses as planned; changes to AI and HPC infrastructure needs and their impact on future
plans; costs related to the HPC operations and strategy; Soluna’s ability to timely deliver any services required in connection
with completion of installation under lease agreements; Soluna’s ability to raise additional capital to fund the ongoing datacenter
construction and operations; Soluna’s dependence on principal customers; power or other supply disruptions and equipment failures;
the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; maintenance of third
party relationships; and conditions in the debt and equity capital markets. Further information regarding such risks and uncertainties
is included in Soluna’s most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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 HPC 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:
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.
Contacts
Public
Relations
West
of Fairfax for Soluna
Soluna@westof.co
