SOLUNA HOLDINGS INC SEC Filings

Soluna Holdings, Inc. is registering for resale up to 26,512,815 shares of Common Stock that may be issued to YA II PN, Ltd. under a Standby Equity Purchase Agreement (SEPA). The prospectus states the company will not receive proceeds from sales by the Selling Holder; proceeds from future advances under the SEPA will be used for working capital, project-level equity, and general corporate purposes. As of April 1, 2026, 3,000,000 shares have been issued under the SEPA and the prospectus covers an additional 26,512,815 shares. The SEPA permits company-directed advances for up to $25 million in aggregate, subject to pricing options set at 96% or 97% of defined Market Price, a 9.99% Beneficial Ownership Limitation, customary conditions precedent, and Nasdaq and shareholder approvals obtained to permit issuances exceeding 19.99% when required. The SEPA commitment fee of $250,000 was satisfied in shares.

Soluna Holdings, through its subsidiary Soluna Digital, acquired all membership interests in the Dorothy 1A wind-powered bitcoin data center project in Silverton, Texas. It paid $6.0 million at closing and owes an additional $10.5 million by July 1, 2026.

To help fund the deal, the company entered into a financing with YA II PN, LTD. for an unsecured Promissory Note of up to $12,000,000, maturing on May 15, 2027 at a 5% interest rate, rising to 18% on default. The note requires monthly payments of $1.2 million plus a 5% principal premium and must be partially redeemed if the company completes certain larger financings.

In a related private placement, Soluna issued a warrant to the lender to purchase up to 2,400,000 common shares at $1.06 per share, exercisable immediately for 12 months, subject to a beneficial ownership cap initially set at 4.99%, adjustable up to 9.99%.

Soluna Holdings has acquired Spring Lane Capital’s equity interest in Project Dorothy 1A for $16.5 million, giving it 100% ownership of the data center project in Silverton, Texas. The move follows Soluna’s earlier $53 million purchase of the Briscoe Wind Farm, which provides 150 megawatts of owned renewable power.

By fully consolidating Dorothy 1A and Briscoe, Soluna aims to create a vertically integrated AI-focused campus, converting existing infrastructure from primarily Bitcoin mining to AI workloads as Dorothy 3 development advances. The company financed part of the deal with a $12 million unsecured promissory note maturing on May 15, 2027, and continues to pursue full ownership of the broader Dorothy campus while advancing a development pipeline exceeding 4.3 gigawatts across multiple sites.

Soluna Holdings, Inc. is registering up to 26,512,815 shares of common stock for resale by YA II PN, Ltd. under a Standby Equity Purchase Agreement (SEPA). The SEPA allows Soluna to sell up to $25 million of stock to the investor at discounts to market VWAP.

Common stock outstanding was 113,181,690 shares, which would rise to 139,694,505 shares if all SEPA shares are issued, meaning meaningful dilution for existing holders. Soluna develops data centers co-located with renewable power plants to support power‑intensive computing such as Bitcoin mining, AI, and high‑performance computing.

Soluna Holdings, Inc. filed a preliminary prospectus on a registration statement to register for resale by a selling securityholder (Generate Strategic Credit Master Fund I-B, L.P.) up to 1,350,000 Common Warrants 1, 650,000 Common Warrants 2, 700,000 Pre-Funded Warrants and up to 2,700,000 Warrant Shares issuable upon exercise of those Warrants. The Warrants were issued in a private placement tied to an amendment to the company’s credit facilities dated April 1, 2026. The prospectus states the company will not receive proceeds from resale by the selling securityholder, but will receive cash proceeds if Warrants are exercised. The filing discloses 113,181,690 shares of common stock outstanding as of April 6, 2026 and a last reported common stock sale price of $0.9259 on April 13, 2026.

Soluna Holdings, Inc. received a Nasdaq notice that its common stock has closed below $1.00 for 30 consecutive business days, violating the exchange’s minimum bid price requirement for the Nasdaq Capital Market.

The company has 180 calendar days, until October 7, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. The notice does not immediately affect trading, but failure to regain compliance could ultimately lead to delisting, although Soluna could seek an additional 180-day period or appeal a delisting determination.

Soluna Holdings, Inc. provides a March 2026 business update highlighting record 2025 growth, a development pipeline above 4.3 GW, a total of $142 million raised, and the launch of AI infrastructure initiatives.

The company reports strong Bitcoin hosting operations at its Project Dorothy sites, substantial completion and commissioning of the 48 MW Kati 1A Galaxy facility, and continued construction of the 35 MW Kati 1B site. It is advancing Project Kati 2 and Project Grace for AI and high-performance computing, including site design, power options, and long-lead equipment procurement. The update also notes broader pipeline progress across multiple U.S. power markets and the appointment of KPMG LLP as new independent auditor for the fiscal year ended December 31, 2026.

Soluna Holdings Chief Executive Officer John Belizaire reported an open-market sale of preferred shares. On April 6, 2026, he sold 1,000 shares of Soluna’s 9.0% Series A Cumulative Perpetual Preferred Stock at $7.25 per share. The transaction was executed under a Rule 10b5-1 trading plan adopted on December 16, 2025. Following this sale, he directly holds 100,042 shares of the same preferred stock, indicating he retained the vast majority of his position.