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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): September 28, 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
September 28, 2026, Soluna Holdings, Inc. issued a press release announcing an amended agreement with Dory Creek, LLC, a wholly
owned subsidiary of Bitdeer Technologies Group, a world-leading technology company for AI and Bitcoin mining infrastructure. 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 September 28, 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:
September 28, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
CONFIDENTIAL
DRAFT
Soluna
and Bitdeer Expand Agreement to 35 MW at Project Kati 1
Amendment
adds approximately 7 MW and brings the deployment to approximately 2.42 EH/s, fully subscribing the site’s K1BC phase
ALBANY,
NY, September 28, 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 an amended agreement with
Dory Creek, LLC, a wholly owned subsidiary of Bitdeer Technologies Group (“Bitdeer”) (NASDAQ: BTDR), a world-leading
technology company for AI and Bitcoin mining infrastructure. Under the amendment expanding the partnership, Bitdeer will deploy approximately
7 MW of additional Bitcoin mining equipment at Soluna’s Project Kati 1 in South Texas, bringing its total deployment at the site
to 35 MW and approximately 2.42 EH/s of hash rate. Hash rate is measured in exahashes per second (EH/s) and reflects the computing power
dedicated to Bitcoin mining. This marks the first expansion of the partnership and is expected to be complete in November 2026.
Project
Kati 1 is an 83 MW wind-powered data center in Willacy County, Texas. The Bitdeer deployment is located in the site’s K1BC phase,
which is now fully subscribed.
The
agreement takes the form of a co-mining arrangement, a structure Soluna introduced to its Bitcoin platform in August. Soluna provides
the site, power, and turnkey operations; Bitdeer provides and owns its Sealminer A2 Pro Air mining equipment, and the parties share in
the mining proceeds the deployment generates. The amendment carries the same structure as the original agreement.
“We
entered our first co-mining agreement with Bitdeer in August, and we are expanding it before that deployment is even finished,”
said John Belizaire, CEO of Soluna. “That is the strongest endorsement either of us could give the structure. Kati 1 is fully spoken
for, and the operating history we are building there is what makes the next site possible.”
For
more information, visit www.solunacomputing.com.
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 our current views and assumptions with respect to future events regarding our business, including the anticipated timing
and completion of the deployment described in this release, the expected hash rate and capacity contribution of that deployment, the
expected economics of the co-mining structure, the potential for additional deployments or further expansion of the Company’s relationship
with Bitdeer, whether at Project Kati or at other current or future Soluna sites, and the Company’s development pipeline. These
forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” “confident,”
“possible,” “positions,” “enables,” “makes possible,” 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:
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.
About
Bitdeer Technologies Group
Bitdeer
is a world-leading technology company for AI and Bitcoin mining infrastructure. Bitdeer is committed to providing comprehensive Bitcoin
mining solutions for its customers and building AI computational infrastructure to support the AI revolution. Bitdeer handles complex
processes involved in computing such as equipment procurement, transport logistics, data center design and construction, equipment management
and daily operations. Bitdeer also offers advanced cloud capabilities to customers with high demand for artificial intelligence. Headquartered
in Singapore, Bitdeer has deployed data centers across multiple countries, including the United States, Norway, Bhutan, Ethiopia, and
Malaysia.
To
learn more, visit https://ir.bitdeer.com/ or follow Bitdeer on X @Bitdeer and LinkedIn @Bitdeer.
Contacts
West
of Fairfax for Soluna
Soluna@westof.co
