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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): November 7, 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
5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
described under the Proposal to Increase Authorized Shares in Item 5.07 of this Current Report on Form 8-K, on November 7, 2025, Soluna
Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which, among
other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation,
as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share
(the “Common Stock”), from 75,000,000 shares to 375,000,000 shares (the “Certificate of Amendment”).
On
November 7, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment
became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
| Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
On
November 7, 2025, the Company held the Special Meeting. The stockholders of the Company acted upon the following proposals at
the Special Meeting: (1) the approval of the Proposal to Increase Authorized Shares and (2) the approval of the Adjournment Proposal
(each as defined below).
The
final voting results were as follows:
Proposal
1: Proposal to Increase Authorized Shares
The
proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder
from 75,000,000 shares to 375,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following
votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 33,582,731 |
|
4,101,988 |
|
197,071 |
|
N/A |
Proposal
2: Adjournment Proposal
The
proposal to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there
are not sufficient votes to approve the amendment to the Articles (the “Adjournment Proposal”) was approved based upon the
following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 34,314,908 |
|
3,472,230 |
|
94,652 |
|
N/A |
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
| 3.1 |
|
Certificate of Amendment, dated November 7, 2025, to the Articles of Incorporation of Soluna Holdings, Inc. |
| 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:
November 10, 2025 |
By: |
/s/
David C. Michaels |
| |
|
David
C. Michaels |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
