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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 26, 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 26, 2026, Soluna Holdings, Inc. issued
a press release announcing that it has repaid, in full, the $28.7 million in principal outstanding, as of June 30, 2026, under
its credit facility with Generate Capital, PBC. 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 26, 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 26, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit 99.1
Soluna
Completes Full Repayment of Generate Capital Debt
Company
cuts total debt principal by 76% since June 30, 2026
ALBANY,
NY, October 26, 2026 – Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer
of green data centers for intensive computing applications, including AI and Bitcoin mining, today announced that it has repaid, in full,
the $28.7 million in principal outstanding, as of June 30, 2026, under its credit facility with Generate Capital, PBC (“Generate”).
The facility has been terminated, and Generate’s liens on the related project assets have been released, allowing for the transition
of power to the Dorothy 3 AI campus.
Soluna repaid
$19.1 million of Generate debt in August 2026, as disclosed in its most recent quarterly report on Form 10-Q, and paid off the remainder
in October 2026, fully retiring the Generate facility. With the facility retired, the Company’s total debt principal falls from
$37.9 million at June 30, 2026 to $9.2 million, which reflects its remaining debt balances as of that date.
“Repaying
the Generate facility in full retires this portion of our debt and releases the liens on those project assets,” said Michael Picchi,
CFO of Soluna. “It simplifies our capital structure as we continue developing our AI and high-performance computing pipeline.”
Soluna entered
into the Generate credit facility in September 2025 to refinance Dorothy 1A and Dorothy 2, unlocking project equity capital, and to fund
the completion of Dorothy 2.Generate financing also helped fund the Company’s April 2026 acquisition of the 150 MW Briscoe Wind
Farm, giving Soluna ownership of the renewable generation asset powering Project Dorothy.
“Generate’s
support helped us unlock equity in our Dorothy projects, complete Dorothy 2 and acquire the Briscoe Wind Farm,” said John Belizaire,
CEO of Soluna. “Their team understood our business and backed us at an important stage of our growth. We’re grateful for
that partnership as we mark the full repayment of this debt.”
Highlights
| ● | Generate
debt fully repaid: $19.1 million repaid in August 2026; remaining balance repaid in October
2026. |
| ● | $28.7
million of principal retired: Soluna has repaid $28.7 million of the $37.9 million in
total company debt principal outstanding as of June 30, 2026. |
| ● | Briscoe
Wind Farm: Generate financing supported Soluna’s April 2026 acquisition of the
Briscoe Wind Farm. |
| ● | Facility
terminated: The Generate credit facility has been terminated, and the liens on the related
project assets have been released. |
For
more details, visit Soluna’s Investor Center.
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, statements
of Soluna’s plans and objectives, including with respect to the effects of the repayment of the Generate credit facility on Soluna’s
capital structure and the development of Project Dorothy, and 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): 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.
Soluna Contact
Information
Public
Relations
West
of Fairfax for Soluna
Soluna@westof.co
