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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 3, 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. ☐
The
board of directors (the “Board”) of Soluna Holdings, Inc. (the “Company”) established August 18, 2025, as the
date of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and the close of business on
June 30, 2025, as the record date for the determination of stockholders entitled to receive notice of and vote at the 2025 Annual Meeting.
The time and location of the 2025 Annual Meeting will be specified in the Company’s proxy statement for the 2025 Annual Meeting
(the “2025 Proxy Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
As
a result of changing the date of its annual meeting of stockholders following its fiscal year ended December 31, 2024 by more than 30
days from the date of the previous year’s annual meeting, the Company has set a new deadline for the receipt of stockholder proposals
submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s proxy materials
for the 2025 Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Secretary, no later
than July 15, 2025. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the
Company’s proxy materials.
All
stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting must comply
with applicable Nevada law, the rules and regulations promulgated by the SEC, and the procedures set forth in the Company’s Bylaws.
The Company is not obligated to include in its proxy materials any non-compliant proposals and may omit such proposals from its proxy
materials for the 2025 Annual Meeting.
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 3, 2025 |
By: |
/s/
John Tunison |
| |
|
John
Tunison |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
