Soluna Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on August 18, 2025. Stockholders elected two Class II directors, David C. Michaels and Matthew Lipman, to serve three-year terms until the 2028 annual meeting, with Michaels receiving 6,402,256 votes in favor and Lipman receiving 6,364,245 votes in favor.
Stockholders approved a reverse stock split authorization, permitting one or more reverse splits of the outstanding common stock at a ratio between 1-for-5 and 1-for-50, to be implemented at the board’s discretion within one year, with 9,702,027 votes for and 1,479,079 against. They also approved an adjournment authority related to the reverse split, with 10,295,007 votes for, and ratified the appointment of UHY LLP as independent registered public accounting firm for the year ending December 31, 2025, with 10,626,386 votes for.
Soluna Holdings, Inc. furnished an update on its recent performance by issuing a press release with financial results for the quarter ended June 30, 2025. The release was issued on August 15, 2025 and is attached as Exhibit 99.1.
The company also made an updated investor presentation available on its investor relations website, attached as Exhibit 99.2. Both exhibits are provided under Items 2.02 and 7.01 of this report and are furnished to regulators rather than formally filed or incorporated into other securities filings unless specifically referenced.
Soluna Holdings disclosed an expanded partnership with Galaxy Digital Inc. The company announced the development via a press release attached as Exhibit 99.1 and incorporated by reference into this report.
The filing specifies that the Item 7.01 disclosure and Exhibit 99.1 are being furnished, not filed, and therefore will not be treated as "filed" for the purposes of Section 18 of the Exchange Act or incorporated by reference into other filings unless expressly stated. The registrant lists its publicly registered securities as common stock (SLNH) and 9.0% Series A Cumulative Perpetual Preferred Stock (SLNHP), each traded on The Nasdaq Stock Market LLC.
Soluna Holdings reported a CFO transition. John Tunison informed the company on August 5, 2025 that he will resign as Chief Financial Officer and Treasurer, effective August 21, 2025, and stated his departure was not due to any disagreement with the company. The Board appointed director David C. Michaels as interim CFO and Treasurer, also effective August 21, 2025, and began a search for a permanent successor.
Mr. Michaels, age 70, has served on the Board since 2013 and previously acted as interim CFO and in senior finance roles at several organizations. He and the Company entered a four-month Consulting Agreement effective August 21, 2025, paying $30,000 per month, providing D&O insurance through the five-year anniversary of termination, reimbursing approved expenses, and allowing 30 days termination notice. A press release and the Consulting Agreement are filed as exhibits.