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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): September 23, 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
8.01. Other Events.
On
September 23, 2025, Soluna Holdings, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”)
with the Securities and Exchange Commission for the offer and sale of shares of its common stock, par value $0.001 per share, having
an aggregate offering price of up to $87,650,000 (the “Shares”), pursuant to that certain At the Market Offering Agreement,
dated April 29, 2025, by and between the Company and H.C. Wainwright & Co., LLC (the “Sales Agreement”). The Prospectus
Supplement amends and supplements the information in the prospectus dated April 29, 2025 (the “Prior Prospectus”), as previously
amended and supplemented by the prospectus supplements dated April 29, 2025 and September 2, 2025 (together with the Prior Prospectus,
the “ATM Prospectus”), filed as a part of our registration statement on Form S-3 (File No. 333-286638). The Prospectus Supplement
should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information
therein amends or supersedes the information contained in the ATM Prospectus. The Prospectus Supplement is not complete without, and
may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto. The Company
has previously sold 13,680,483 shares of its common stock for aggregate gross proceeds of approximately $12.3 million under the Sales
Agreement. A copy of the opinion of Brownstein Hyatt Farber Schreck, LLP relating to the validity of the Shares is attached as Exhibit
5.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP |
| 23.1 |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Date 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:
September 23, 2025 |
By:
|
/s/
David C. Michaels |
| |
|
David
C. Michaels |
| |
|
Chief
Financial Officer |
| |
|
(principal
financial officer) |
