[8-K] Soluna Holdings, Inc 9.0% Series A Cumulative Perpetual Preferred Stock Reports Material Event

Rhea-AI Filing Summary

Soluna Holdings, Inc. (Nasdaq: SLNH / SLNHP) filed an 8-K (Item 7.01) to disclose that, on July 8 2025, it entered into its third expansion agreement with an “industry-leading” Bitcoin miner at its flagship Project Dorothy 2 site. The deal adds 30 MW of contracted capacity, bringing the facility to 100% marketed and contracted status. The company attached the related press release as Exhibit 99.1; however, the filing expressly states that the information is furnished (not filed) and therefore is not subject to Exchange Act Section 18 liabilities or automatically incorporated into other SEC filings.

The 8-K contains no financial terms, duration, or counterparty details and does not include updated guidance. It confirms that Soluna remains listed on Nasdaq for both its common stock (SLNH) and 9.0% Series A preferred stock (SLNHP).

Positive

• Project Dorothy 2 now fully marketed and contracted, eliminating unused capacity risk.
• Third expansion agreement with an “industry-leading” Bitcoin miner signals continued customer demand for Soluna’s hosting services.

Negative

• No financial terms, contract duration, or counterparty details disclosed, limiting investors’ ability to quantify impact.
• Information furnished under Regulation FD is not filed and carries less detail and legal accountability than a standard 8-K Item 1.01 agreement.

Insights

Energy Infrastructure Analyst

TL;DR: 30 MW expansion fully contracts Project Dorothy 2; positive utilization milestone but no economics disclosed.

The announcement that Project Dorothy 2 is now fully marketed and contracted materially de-risks Soluna’s largest data-center asset by eliminating merchant exposure to unused capacity. A third agreement with an “industry-leading” miner suggests growing demand for Soluna’s renewable-powered hosting model and accelerates cash-flow potential once energised. However, investors lack visibility into pricing, term length, capex commitment, and start-date, preventing any immediate bottom-line modelling. Because the disclosure is furnished under Reg FD, it provides market colour without legal liability, which limits granularity. Overall impact skews positive as it signals commercial traction, but the absence of economic metrics tempers enthusiasm.

Crypto-Mining Industry Specialist

TL;DR: Hosting contract shows client confidence; financial opacity keeps valuation impact muted.

Securing a third expansion with a top-tier miner validates Soluna’s strategy of colocating renewable generation with high-density compute loads. Reaching full subscription often enhances project financing terms and may shorten payback periods. Yet, key variables—hosted hash-rate, power price per kWh, and contract tenure—are missing. Without this, the market cannot assess revenue per MW or margin profile. Additionally, the filing does not address potential delays or energization timelines that frequently afflict large-scale mining projects. Net takeaway: strategically positive but financially indeterminate.

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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): July 8, 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 7.01 Regulation FD Disclosure

On July 8, 2025, Soluna Holdings, Inc. (“Soluna” or the “Company”) issued a press release announcing that it has entered into its third expansion with an industry-leading Bitcoin miner at Project Dorothy 2, the Company’s flagship site, for 30 megawatts (MW), making Project Dorothy 2 now fully marketed and contracted. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933 or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1		Press Release, dated July 8, 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: July 8, 2025	By:	/s/ John Tunison
		John Tunison
		Chief Financial Officer
		(principal financial officer)

FAQ

What did Soluna Holdings (SLNH) announce in its July 8 2025 8-K?

The company disclosed a third expansion agreement for 30 MW at Project Dorothy 2, making the site fully marketed and contracted.

Does the filing include revenue or pricing details for the new 30 MW contract?

No. The 8-K does not provide any financial terms, pricing, or contract duration.

Which SEC item covers this disclosure?

The information is provided under Item 7.01 – Regulation FD Disclosure and is furnished, not filed.

Are Soluna’s securities still listed on Nasdaq?

Yes. Both the common stock (SLNH) and 9.0% Series A preferred stock (SLNHP) remain listed on The Nasdaq Stock Market LLC.

What exhibits were included with the 8-K?

Exhibit 99.1 contains the press release about the expansion; Exhibit 104 is the cover page Inline XBRL data file.