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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): August 15, 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 2.02 Results of Operations and Financial Condition
On
August 15, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter
ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
See
“Item 2.02 Results of Operations and Financial Condition” above.
In
connection with the release of the Company’s financial results for the quarter ended June 30, 2025, on August 15, 2025, the Company
made available an updated investor presentation on the investor relations portion of its website. A copy of the investor presentation
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The
information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibits 99.1 and 99.2,
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 August 15, 2025 |
| 99.2 |
|
Investor Presentation, dated August 15, 2025 |
| 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: August 15, 2025 |
By: |
/s/ John
Tunison |
| |
|
John Tunison |
| |
|
Chief Financial Officer |
| |
|
(principal financial officer) |
