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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 15, 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
5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
October 15, 2025, the Board of Directors (the “Board”) of Soluna Holdings, Inc. (the “Company”) appointed Agnieska
Budzyn to serve as a member of the Board, effective immediately.
As
a member of the Board (i) Ms. Budzyn will receive cash compensation of $7,500 per quarter, and (ii) on October 15, 2025, Ms. Budzyn was
granted 135,000 restricted stock awards subject to a three-year vesting period, with the first vesting date for 1/3 of the grant amount
to occur on September 1, 2026.
There
are no family relationships between Ms. Budzyn and any Company director or executive officer, and no arrangements or understandings between
Ms. Budzyn and any other person pursuant to which she was selected as a director. Ms. Budzyn is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item
7.01. Regulation FD Disclosure.
Press
Release
On
October 21, 2025, the Company issued a press release announcing the appointment of Ms. Budzyn to the Board. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Ask
Me Anything Session
This
Current Report on Form 8-K is intended to be a public announcement of the Company’s publication of an “Ask Me Anything”
(“AMA”) session which the Company posted to its website on October 21, 2025. During the AMA session, the Company’s
management answered questions from investors regarding matters relevant to the Company. The AMA session is available under the “For
Investors” section of the Company’s website and the AMA session transcript is furnished as Exhibit 99.2 to this Current Report
on Form 8-K.
The
information in this Item 7.01 of Form 8-K and in Exhibits 99.1 and 99.2 attached hereto 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
| Exhibit No. |
|
Description |
| 99.1 |
|
Press
Release, dated October 21, 2025 |
| 99.2 |
|
AMA
Session Transcript, dated October 21, 2025 |
| 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:
October 21, 2025 |
By: |
/s/
David C. Michaels |
| |
|
David C. Michaels |
| |
|
Chief Financial Officer |
| |
|
(principal financial officer) |
