SOLUNA HOLDINGS INC SEC Filings

Soluna Holdings, Inc. filed Amendment No. 1 to a resale registration covering 2,000,000 Common Warrants, 2,000,000 Pre‑Funded Warrants, and up to 4,000,000 shares of common stock issuable upon their exercise, by the selling securityholder.

The company states it will not receive proceeds from any resale of these securities. The Common Warrants have a $1.18 exercise price and the Pre‑Funded Warrants have a $0.0001 exercise price; both became exercisable upon issuance and expire five years from issuance. A 9.99% beneficial ownership limitation applies to exercises. The plan of distribution permits multiple sale methods, including brokerage transactions, block trades, underwritten offerings, hedging, and short sales after the registration statement is declared effective.

Shares outstanding were 61,531,705 as of September 24, 2025; this is a baseline figure, not the amount being offered. Soluna’s common stock trades on Nasdaq as “SLNH”; the last reported price on October 15, 2025 was $4.29.

Soluna Holdings, Inc. (SLNH) will hold a virtual Special Meeting to seek stockholder approval to amend its Articles to increase authorized common stock from 75,000,000 to 375,000,000 shares, and to approve a possible adjournment to solicit additional proxies. The meeting is set for November 7, 2025, 10:00 a.m. ET, via webcast.

The Board cites flexibility for future financing and corporate purposes, including potential issuances under a Standby Equity Purchase Agreement and an at-the-market program. As of the record date, common stock outstanding was 64,102,101 shares. The proxy notes additional instruments outstanding, including 2,645 options (weighted average exercise price $21.45), 199,190 RSUs, 1,250,000 shares issuable upon conversion of Series B preferred, and 7,722,890 warrants (weighted average exercise price $2.06).

The proposal requires the affirmative vote of a majority of votes cast. A quorum is met with at least 33 1/3% of the voting power of the outstanding common stock present by webcast or represented by proxy. The Board recommends voting “FOR” both proposals.

Soluna Holdings, Inc. filed an update describing a new hosting partnership with KULR Technology Group, Inc. for 3.3 MW of Bitcoin mining capacity at its Project Sophie facility in Kentucky. The arrangement was announced in a press release dated October 9, 2025, which is included as an exhibit.

The company states that the press release and this disclosure are furnished under Regulation FD and are not considered filed for liability purposes under the Exchange Act, nor are they automatically incorporated into other securities law filings.

Soluna Holdings, Inc. filed a current report to let investors know it has released a new press release with corporate and operational information. The company explains that this information is part of updates it regularly posts to its website. The press release is attached as an exhibit and incorporated by reference into the report, but is explicitly designated as “furnished” rather than “filed” under securities laws, which limits how it can be used in certain legal contexts.

Soluna Holdings, Inc. reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Capital Market. On October 3, 2025, Nasdaq sent the company a formal written notice confirming that the company now meets the $1.00 minimum bid price standard under Nasdaq Listing Rule 5550(a)(2) and that the matter is closed.

The company had previously been notified that it was out of compliance and had until November 4, 2025 to cure the deficiency. A press release dated October 6, 2025, announcing that compliance was regained on October 2, 2025, is included as an exhibit to this report.

Soluna Holdings, Inc. has filed a Preliminary Proxy Statement for a special meeting that includes at least two voting items: a proposal to increase authorized shares and a proposal to adjourn the special meeting to solicit additional proxies. The filing lists security ownership for directors and officers: all current directors and executive officers (9 persons) hold 6,447,886 shares, or 10.1% of the outstanding stock. Individual holdings shown include Michael Toporek: 1,221,700 shares (1.9%). Institutional ownership disclosed includes Generate Strategic Credit Master Fund I-B, L.P.: 3,345,829 shares (5.0%). Contact information for the company secretary, Jessica Thomas, is provided.

Soluna Holdings, Inc. reported that its subsidiaries Soluna MC Borrowing LLC 2021-1 and Soluna MC LLC entered into a Settlement Agreement with NYDIG ABL LLC on September 29, 2025. This agreement fully settles and resolves a previously agreed judgment under which the Soluna parties were jointly and severally liable for $9,182,646.13 plus interest related to NYDIG equipment finance loans. In return for making settlement payments, NYDIG agreed to release Soluna and its affiliates from all claims relating to the loans, although the full judgment can be revived if Soluna misses required payments or other defaults occur.

The company also disclosed that it issued a press release on September 30, 2025 announcing a strategic hosting agreement to deploy 20 megawatts of Avalon A15 XP Bitcoin miners at its Project Dorothy site in Briscoe County, Texas.

Soluna Holdings, Inc. (SLNH) disclosed management and security-holder details in this S-3 filing. The company stated that following Mr. Tunison's resignation, director David C. Michaels was appointed interim Chief Financial Officer and Treasurer effective August 21, 2025. The filing identifies Generate Strategic Credit Master Fund I-B, L.P. as the record holder of certain Warrants and describes related entities that may be deemed to share beneficial ownership of those Warrants. The number of shares issuable on exercise is not presently known and exercise is subject to a 9.99% beneficial ownership limitation, which prevents the holder from exercising Warrants that would cause ownership above that cap. The document also lists certain related SEC filings and exhibits and provides a fee breakdown showing $20,000 legal fees, $5,000 accounting fees, $2,000 miscellaneous, and a total indicated of $28,013.53. Signatures include the CEO John Belizaire and interim CFO David C. Michaels.

Soluna Holdings, Inc. filed a prospectus supplement for an at-the-market offering of its common stock with an aggregate offering price of up to $87,650,000. The offering is being made under an existing At the Market Offering Agreement dated April 29, 2025 with H.C. Wainwright & Co., LLC, using a previously filed Form S-3 shelf registration and related ATM prospectus.

The company states that this new supplement must be read together with its prior ATM prospectus documents. Soluna has already sold 13,680,483 shares of common stock for aggregate gross proceeds of approximately $12.3 million under the same Sales Agreement. A legal opinion from Brownstein Hyatt Farber Schreck, LLP regarding the validity of the shares is included as an exhibit.