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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): March
29, 2026
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(see General Instruction A.2. below):
| ☐ |
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 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm.
On
March 29, 2026, Soluna Holdings, Inc. (the “Company”) notified UHY LLP (“UHY”) that UHY would be dismissed as
the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company (the
“Audit Committee”) approved the decision to dismiss UHY, which will become effective on March 29, 2026.
The
audit reports of UHY on the Company’s financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did
not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and through March 29, 2026, the Company has not had
any disagreement with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which disagreement, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the
disagreement in its reports on the Company’s financial statements. In addition, during the Company’s two most recent fiscal
years ended December 31, 2025 and 2024, and through March 29, 2026, there were no “reportable events” as that term is defined
in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”)
and requested that UHY furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this
Item 4.01(a). A copy of UHY’s letter, dated March 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm.
On
March 29, 2026, the Audit Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s new independent
registered public accounting firm for the fiscal year ended December 31, 2026.
During
the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 29, 2026, neither the Company nor anyone
acting on its behalf consulted KPMG on any matter relating to either (i) the application of accounting principles to a specific transaction,
either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements or
(ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter to Securities and Exchange Commission from UHY LLP, dated March 30, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SOLUNA
HOLDINGS, INC. |
| |
|
|
| Dated:
March 30, 2026 |
By: |
/s/
David Michaels |
| |
Name:
|
David
Michaels |
| |
Title: |
Chief Financial Officer |
| |
|
(principal financial officer) |