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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 18, 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
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
August 18, 2025, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of two directors, (2) the
approval of the Reverse Stock Split Proposal, (3) the approval of the Adjournment Proposal, and (4) the approval of the Auditor Ratification
Proposal (each as defined below).
The
final voting results were as follows:
Proposal
1: Election of Directors Proposal
The
Company’s stockholders elected David C. Michaels as a Class II Director to serve for a three-year term until the Company’s
2028 Annual Meeting of Stockholders. Mr. Michaels received the following votes:
| For |
|
Withheld |
|
Broker
Non-Votes |
| 6,402,256 |
|
173,736 |
|
4,644,862 |
The
Company’s stockholders elected Matthew Lipman as a Class II Director to serve for a three-year term until the Company’s 2028
Annual Meeting of Stockholders. Mr. Lipman received the following votes:
| For |
|
Withheld |
|
Broker
Non-Votes |
| 6,364,245 |
|
211,747 |
|
4,644,862 |
Proposal
2: Reverse Stock Split Proposal
The
proposal to approve one or more reverse stock splits of the then-outstanding shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), with no change to the number of authorized shares of Common Stock, having an aggregate ratio
of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact number, timing, and ratio within such aggregate
range each to be determined by the Board of Directors of the Company in its discretion and included in a public announcement, to be effectuated
at any time within one year after stockholder approval was obtained (the “Reverse Stock Split Proposal”) was approved based
upon the following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 9,702,027 |
|
1,479,079 |
|
39,748 |
|
N/A |
Proposal
3: Adjournment Proposal
The
proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series B Convertible
Preferred Stock, par value $0.001 per share, present or represented by proxy at the Annual Meeting and voting “FOR” the Reverse
Stock Split Proposal was insufficient to approve such proposal (the “Adjournment Proposal”) was approved based upon the following
votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 10,295,007 |
|
904,877 |
|
20,970 |
|
N/A |
Proposal
4: Auditor Ratification Proposal
The
proposal to ratify the appointment of UHY LLP as the Company’s independent registered public account firm for the year ending December
31, 2025 (the “Auditor Ratification Proposal”) was approved based upon the following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 10,626,386 |
|
310,638 |
|
283,830 |
|
N/A |
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 20, 2025 |
By: |
/s/
John Tunison |
| |
|
John
Tunison |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
