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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 8, 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 8, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing two milestones at its Project
Kati campus in Willacy County, Texas. The Company has energized the final 14 MW at Project Kati 1, completing the 83 MW site, and has
been notified that ERCOT has conditionally classified the full 166 MW Kati campus, including the planned Kati 2 AI expansion, as Base
Load in its Batch Zero interconnection process. 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 8, 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 8, 2026 |
By: |
/s/
Michael Picchi |
| |
|
Michael
Picchi |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
Exhibit
99.1
Soluna
Finishes Kati 1 and Secures Conditional Base Load Position for All 166 MW in ERCOT
Final
14 MW energized on time, lifting company-wide operating capacity to 206 MW
ALBANY,
NY, September 8, 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 two milestones
at its Project Kati campus in Willacy County, Texas. The Company has energized the final 14 MW at Project Kati 1, completing the 83 MW
site, and has been notified that ERCOT has conditionally classified the full 166 MW Kati campus, including the planned Kati 2 AI expansion,
as Base Load in its Batch Zero interconnection process.
With
Project Kati 1 complete, Soluna’s total operating capacity increases to approximately 206 MW, delivering on the timeline the Company
outlined on its second-quarter earnings call. Every phase of Project Kati 1 was delivered on time with infrastructure costs on budget.
Batch
Zero is ERCOT’s transitional process for evaluating large load interconnection requests on a system-wide basis, replacing the prior project-by-project
approach. A Base Load classification means a project’s interconnection capacity is preserved on the basis of prior study work, and that
the project is not subject to further reliability evaluation or megawatt allocation within the Batch Zero study. According to ERCOT,
more than 438,000 MW of large load interconnection requests had entered the queue as of mid-2026, with nearly 90 percent coming from
data centers.
The
classification is conditional pending completion of ERCOT’s ongoing verification process, under which ERCOT may remove a project from
Batch Zero if the applicant does not respond to its information requests. Soluna is participating in the verification process and expects
the full 166 MW to be confirmed as Base Load.
“This
is proof that the Soluna model works,” said John Belizaire, CEO of Soluna. “We build where the power already is and we bring
generation with us, and ERCOT’s framework recognizes exactly that. Kati 1 is finished and energized today, and our full 166 megawatts
is positioned as Base Load while much of the market is still waiting to learn what it will be allocated.”
Project
Kati is a 166 MW wind-powered campus in Willacy County, Texas, powered by the Las Majadas wind energy project and built in two phases.
Kati 1, the 83 MW first phase, is dedicated to Bitcoin hosting. Kati 2 will add 83 MW for AI and high-performance computing. Built behind
the meter, the campus converts stranded renewable energy into productive computing capacity while bypassing the transmission upgrades
and interconnection queues that constrain grid-connected development.
Energization
of Kati 1 began in February 2026 following ERCOT approval and proceeded in phases. Kati 1A completed its 48 MW on April 1, filled by
Galaxy Digital, with the remaining 35 MW energized in phases through the summer. The co-mining agreement with Bitdeer (NASDAQ: BTDR)
announced in August is now underway, with equipment being delivered and deployed.
Soluna
continues to advance a development pipeline of approximately 6.3 GW, including more than 650 MW of AI and high-performance computing
capacity in development at Kati 2 and Project Dorothy 3.
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
final classification of the Project Kati campus in ERCOT’s Batch Zero process, the development of Project Kati 2, 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,” 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.
Contact
Public
Relations
West
of Fairfax for Soluna
Soluna@westof.co