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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 5, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Resignation of Officer
On
August 5, 2025, John Tunison notified Soluna Holdings, Inc. (the “Company”) that, effective August 21, 2025, he will resign
from his position as Chief Financial Officer (“CFO”) and Treasurer of the Company. Mr. Tunison’s decision to resign
was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(c)
Appointment of Officer
In
connection with Mr. Tunison’s resignation, on August 8, 2025, David C. Michaels, a member of the Company’s Board of Directors
(the “Board”), was appointed as the Company’s interim CFO and Treasurer, effective August 21, 2025. The Company has
commenced a search for a permanent CFO and Treasurer.
Mr.
Michaels, age 70, has served as a member of the Board since August 2013, as the Company’s Lead Independent Director from June 2016
until April 2023, as the Chairman of the Company’s Audit Committee from 2013 to 2023, and as the Chairman of the Board from January
2017 to January 2022. Mr. Michaels also served as the Company’s interim CFO from April 24, 2023 until his resignation from such
position on April 8, 2024, upon the appointment of Mr. Tunison as the Company’s CFO. Mr. Michaels served as the CFO of the American
Institute for Economic Research, Inc., an internationally-recognized economics research and education organization, from October 2008
until his retirement in May 2018. Prior to that, Mr. Michaels served as CFO at Starfire Systems, Inc. from December 2006 to September
2008. Mr. Michaels worked at Albany International Corp. from March 1987 to December 2006 as Vice President, Treasury and Tax, and Chief
Risk Officer. Mr. Michaels also worked at Veeco Instruments from May 1979 to March 1987 in various roles including Controller and Tax
Manager. Mr. Michaels is the Chairman of the board of directors and Chair of the Audit Committee of Iverson Genetic Diagnostics, Inc.
Mr. Michaels has a B.S. with dual majors in Accounting and Finance and a minor in Economics from the University at Albany and completed
graduate-level coursework at LIU Post (formerly C.W. Post Campus of Long Island University). Mr. Michaels also completed the Leadership
Institute Program at the Lally School of Management & Technology at Rensselaer Polytechnic Institute.
There
are no family relationships between Mr. Michaels and any Company director or executive officer, and no arrangements or understandings
between Mr. Michaels and any other person pursuant to which he was selected as interim CFO. Mr. Michaels is not a party to any current
or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In
connection with Mr. Michael’s appointment, the Company and Mr. Michaels entered into a consulting agreement, effective August 21,
2025 (the “Consulting Agreement”). The Consulting Agreement provides for a four month term providing for consulting fees
of $30,000 per month. Under the Consulting Agreement, the Company agreed to provide Mr. Michaels with D&O insurance until the five
year anniversary of the termination or expiration of the Consulting Agreement and to reimburse Mr. Michaels for all reasonable and approved
out-of-pocket expenses incurred in connection with the performance of his duties under the Consulting Agreement. The Company may terminate
the Consulting Agreement at any time upon thirty days written notice to Mr. Michaels. The foregoing description of the Consulting Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
August 8, 2025, the Company issued a press release announcing the departure of John Tunison as CFO and Treasurer, and the appointment
of Mr. Michaels as interim CFO and Treasurer. 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
| Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting
Agreement, entered into on August 8, 2025 and effective August 21, 2025, between Soluna Holdings, Inc. and David Michaels |
| 99.1 |
|
Press Release, dated August 8, 2025 |
| 104 |
|
Cover Page Interactive
Data File (embedded within 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
8, 2025 |
By: |
/s/
John Tunison |
| |
|
John
Tunison |
| |
|
Chief
Financial Officer |
| |
|
(principal financial officer) |
