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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 4, 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
1.01 |
Entry
into a Material Definitive Agreement. |
Registered
Direct Offering
On
December 4, 2025, Soluna Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct
offering: (i) 5,929,944 shares (the “Shares”) of the Company’s common stock, par value $0.001 per shares (“Common
Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,149,200 shares of Common Stock,
and (ii) Series C Warrants (the “Series C Warrants”) to purchase up to 18,079,144 shares of Common Stock (the “Offering”).
The purchase price for each share of Common Stock and accompanying Series C Warrant
sold in the Offering was $1.77.
The
Purchase Agreement contains customary representations, warranties and agreements of the Company and the investors and customary indemnification
rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions
on the issuance and sale of the Shares and securities convertible or exercisable into shares of Common Stock for a period of 90 days
following the closing of the Offering, subject to certain exceptions. The Company has also agreed to certain restrictions on engaging
in a “variable rate transaction” (as defined in the Purchase Agreement) for a period of six
months following the closing of the Offering,
subject to an exception.
The
Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-286638), previously filed
with the Securities and Exchange Commission (the “SEC”) on April 18, 2025 and declared effective by the SEC on April 29,
2025, the related base prospectus dated April 29, 2025 and the prospectus supplement to be filed with the SEC (the “Prospectus
Supplement”).
H.C.
Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”) is acting as placement agent in connection
with the Offering.
The
Company expects to receive gross proceeds of approximately $32 million from the Offering, before deducting placement agent fees and other
estimated offering expenses payable by the Company. The Company intends to use the proceeds of the Offering for working capital, project-level
equity, and general corporate purposes.
The
Offering is expected to close on or about December 5, 2025, subject to satisfaction of customary closing conditions.
Pre-funded
Warrants
The
Pre-funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-funded Warrants are exercised
in full. Each Pre-funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.001 per share of Common
Stock. The Pre-funded Warrants are exercisable in whole or in part by delivering to the Company a duly executed exercise notice and by
payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise or, at the option
of each holder, by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of
Common Stock determined according to the formula set forth in the Pre-funded Warrants.
A
holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common
Stock outstanding immediately after giving effect to such exercise. A holder may increase or decrease the beneficial ownership limitation
up to 9.99%, provided, however, that any increase in the beneficial ownership limitation shall not be effective until 61 days following
notice of such change to the Company.
Series
C Warrants
The
Series C Warrants will have an exercise price of $1.65 per share of Common Stock. The Series C Warrants will be immediately exercisable
and will expire on the five-year anniversary of the date of issuance. The Series C Warrants are exercisable, at the option of each holder,
in whole or in part by delivering to the Company a duly executed exercise notice and, at any time a registration statement registering
the resale or other disposition of the shares of Common Stock underlying the Series C Warrants under the Securities Act is effective
and available for such shares, or an exemption from registration under the Securities Act is available for such shares, by payment in
full in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If at the time of exercise
there is no effective registration statement registering, or the prospectus contained therein is not available for the resale or other
disposition of the shares of Common Stock underlying the Series C Warrants, then the Series C Warrants may also be exercised, in whole
or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of
shares of Common Stock determined according to the formula set forth in the Series C Warrant.
A
holder of Series C Warrants will not have the right to exercise any portion of its Series C Warrants if the holder, together with its
affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder prior to issuance of the Series C Warrants,
9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise. A holder may increase
or decrease the beneficial ownership limitation up to 9.99%, provided, however, that any increase in the beneficial ownership limitation
shall not be effective until 61 days following notice of such change to us.
Placement
Agent Compensation
Pursuant
to the engagement letter, dated April 29, 2025, and further amended on September 22, 2025, by and between the Company and the Placement
Agent, the Company has agreed to pay the Placement Agent (i) a cash placement fee equal to 7.0% of the aggregate gross proceeds of the
Offering. The Company also agreed to issue to the Placement Agent, or its respective designees, placement agent warrants (“Placement
Agent Warrants”) to purchase up to 903,957 shares of Common Stock (which equals 5.0% of the number of shares of Common Stock and
Pre-funded Warrants being offered in the Offering) with an exercise price per share of $2.2125. The Placement Agent Warrants will expire
on the five-year anniversary of the commencement of sales of the Offering.
The
foregoing descriptions of the terms and conditions of the Purchase Agreement, the Pre-funded Warrants, the Series C Warrants and the
Placement Agent Warrants are summaries only, are not intended to be complete, and are qualified in their entirety by reference to the
forms of Purchase Agreement, Pre-funded Warrant, Series C Warrant and Placement Agent Warrant, which are attached to this Current Report
on Form 8-K as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference in their entirety.
The
representations, warranties and covenants made by the Company in any agreement that is incorporated by reference herein were made solely
for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such
agreements. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be
subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover,
such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s
affairs at any time.
Statements
contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such
as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks
and uncertainties involved include the Company’s ability to satisfy the conditions to the closing of the Offering on a timely basis
or at all, as well as other risks detailed from time to time in the Company’s SEC filings, including in its Annual Report on Form
10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, its Quarterly Reports on Form 10-Q filed with the SEC
on May 15, 2025, August 14, 2025 and November 14, 2025, and the Prospectus Supplement. The Company undertakes no obligation to update
publicly any forward-looking statements to reflect new information, events, or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, unless otherwise required by law.
The
opinion of Brownstein Hyatt Farber Schreck, LLP regarding the validity of the Shares, and the shares of Common Stock issuable upon exercise
of the Series C Warrants and the Pre-Funded Warrants is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by
reference herein as Exhibit 5.1.
The
opinion of Lowenstein Sandler LLP regarding the validity of the Series C Warrants and the Pre-Funded Warrants is filed as Exhibit 5.2
to this Current Report on Form 8-K and is incorporated by reference herein as Exhibit 5.2.
Press
Release
On
December 5, 2025, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ATM
Agreement
On
December 4, 2025, the Company suspended the use of its prospectus supplement and related prospectus filed with the SEC and dated September
23, 2025 relating to the At the Market Offering Agreement, dated April 29, 2025, or the Sales Agreement, by and between the Company and
the Placement Agent. The Company will not make any sales of Common Stock pursuant to the Sales Agreement unless and until a new prospectus
supplement is filed with the SEC. Other than the termination of the prospectus supplement and prospectus relating to the Sales Agreement,
the Sales Agreement remains in full force and effect.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| |
|
|
| 4.2 |
|
Form of Series C Warrant |
| |
|
|
| 4.3 |
|
Form of Placement Agent Warrant |
| |
|
|
| 5.1 |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP |
| |
|
|
| 5.2 |
|
Opinion of Lowenstein Sandler LLP |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated December 4, 2025, by and among the Company and the purchasers party thereto |
| |
|
|
| 23.1 |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit 5.1) |
| |
|
|
| 23.2 |
|
Consent of Lowenstein Sandler LLP (contained in Exhibit 5.2) |
| |
|
|
| 99.1 |
|
Press Release, dated December 5, 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:
December 5, 2025 |
By: |
/s/
David C. Michaels |
| |
|
David
C. Michaels |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
