As
filed with the Securities and Exchange Commission on August 22, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SOLUNA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
14-1462255 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| |
|
|
| 325
Washington Avenue Extension |
|
|
| Albany,
New York |
|
12205 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Soluna
Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan
Soluna
Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan
(Full
title of the plan)
John
Belizaire
Chief
Executive Officer
Soluna
Holdings, Inc.
325
Washington Ave Extension
Albany,
New York 12205
(Name
and address of agent for service)
(516)
216-9257
(Telephone
number, including area code, of agent for service)
Please
send copies of all communications to:
Steven
E. Siesser, Esq.
Daniel
L. Forman, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
(212)
204-8688
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement is filed by Soluna Holdings, Inc. (the “Company”) for the purpose of registering additional shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), issuable under the Soluna Holdings, Inc. Third Amended and
Restated 2021 Stock Incentive Plan, as amended (f/k/a Mechanical Technology, Incorporated 2021 Stock Incentive Plan) (the “2021
Plan”), and the Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan, as amended (the “2023 Plan”).
Subject to certain adjustments, beginning on January 1, 2025, and continuing through June 30, 2027, the maximum number of shares of Common
Stock available for issuance under the 2021 Plan represents 22.75% of the number of shares of Common Stock outstanding on the first trading
day of each quarter (the “2021 Limitation of Grant Provision”) and, beginning on July 1, 2023, the maximum number of shares
of Common Stock available for issuance under the 2023 Plan represents 23.75% of the number of shares of Common Stock outstanding on the
first trading day of such quarter (the “2023 Limitation of Grant Provision”). This Registration Statement registers (i) 1,489,460
additional shares of Common Stock available for issuance under the 2021 Plan pursuant to the 2021 Limitation of Grant Provision, based
upon the total number of shares of Common Stock outstanding on July 1, 2025, and (ii) 1,554,930 additional shares of Common Stock available
for issuance under the 2023 Plan pursuant to the 2023 Limitation of Grant Provision, based upon the total number of shares of Common
Stock outstanding on July 1, 2025.
The
shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the (i) 99,367 shares
of Common Stock, as adjusted for the 1-for-25 reverse stock split effective as of October 16, 2023, registered for issuance under the
2021 Plan, pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-260614) filed on October 29,
2021, (ii) 978,155 shares of Common Stock registered for issuance under the 2021 Plan and 1,312,356 shares of Common Stock registered
for issuance under the 2023 Plan, pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-277067)
filed on February 14, 2024, and (iii) 2,606,077 shares of Common Stock registered for issuance under the 2021 Plan and 2,583,592 shares
of Common Stock registered for issuance under the 2023 Plan, pursuant to the currently effective Registration Statement on Form S-8 (Registration
No. 333-287691) filed on May 30, 2025. The information contained in the Company’s Registration Statements on Form S-8 (Registration
Nos. 333-260614, 333-277067, and 333-287691) are hereby incorporated by reference pursuant to General Instruction E. Any items in the
Company’s Registration Statements on Form S-8 (Registration Nos. 333-260614, 333-277067, and 333-287691) not expressly changed
hereby shall be as set forth in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-260614, 333-277067, and
333-287691).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) |
The
Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal year
ended December 31, 2024, filed with the Commission on March 31, 2025; |
| |
|
| (b) |
The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, filed with the Commission on May 15, 2025,
and June 30, 2025, filed with the Commission on August 14, 2025; |
| |
|
| (c) |
The
Company’s current reports on Form 8-K, filed with the Commission on February 10, 2025, March 18, 2025, March 27, 2025, March 28, 2025, April 29, 2025, May 8, 2025, July 3, 2025, July 9, 2025,July 17, 2025, August 8, 2025, August 15, 2025, and August 20, 2025 (other than any portions thereof deemed furnished and not filed); |
| |
|
| (d) |
The
Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on July 21, 2025; and |
| |
|
| (e) |
The
description of Common Stock contained in the Company’s Registration Statement on Form 8-A12B, as filed with the Commission
on March 22, 2021 pursuant to Section 12(b) of the Exchange Act, as updated by the Description of Securities set forth on Exhibit 4.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission
on March 31, 2025, including any amendments or reports filed for the purpose of updating such description. |
All
documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which
also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item
8. Exhibits.
For
a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
EXHIBIT
INDEX
| Exhibit
No. |
|
Exhibit |
| |
|
|
| 4.1 |
|
Articles of Incorporation of Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated (incorporated by reference from Exhibit 3.1 of the Company’s Form 10-K Report for the year ended December 31, 2020 (the “2020 Form 10-K”)). |
| |
|
|
| 4.2 |
|
Certificate of Amendment filed with the Secretary of State of Nevada dated June 9, 2021 (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-K Report filed June 15, 2021). |
| |
|
|
| 4.3 |
|
Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on November 2, 2021 (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-K Report filed November 4, 2021). |
| |
|
|
| 4.4 |
|
Bylaws of Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated, (incorporated by reference from Exhibit 3.2 of the 2020 Form 10-K). |
| |
|
|
| 4.5 |
|
Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock filed with the Secretary of State of the State of Nevada on August 18, 2021 (Incorporated by reference to the Company’s Form 8-A, filed with the SEC on August 19, 2021). |
| |
|
|
| 4.6 |
|
Certificate of Amendment to Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock, filed with the Secretary of State of the State of Nevada on December 22, 2021 (Incorporated by reference to the Company’s Form 8-K Report filed with the SEC on December 29, 2021). |
| |
|
|
| 4.7 |
|
Certificate of Amendment to Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock, filed with the Secretary of State of the State of Nevada on April 21, 2022 (Incorporated by reference to the Company’s Form 8-K Report filed with the SEC on April 27, 2022). |
| |
|
|
| 4.8 |
|
Certificate of Designation of Series B Convertible Preferred Stock, filed with the Nevada Secretary of State on July 20, 2022 (Incorporated by reference to the Company’s Form 8-K Report filed with the SEC on July 20, 2022). |
| |
|
|
| 4.9 |
|
Certificate of Change dated October 11, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K Report filed October 17, 2023) |
| |
|
|
| 4.10 |
|
Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2023) |
| |
|
|
| 4.11 |
|
Amendment to the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to the definitive proxy statement filed with the SEC on April 29, 2024) |
| |
|
|
| 4.12 |
|
Amendment to the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to the definitive proxy statement filed with the SEC on October 28, 2024) |
| |
|
|
| 4.13 |
|
Amended and Restated 2023 Stock Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed on May 30, 2023) |
| |
|
|
| 4.14 |
|
Amendment to the Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan (incorporated by reference to the definitive proxy statement filed with the SEC on April 29, 2024) |
| |
|
|
| 5.1* |
|
Legal Opinion of Brownstein Hyatt Farber Schreck, LLP. |
| |
|
|
| 23.1* |
|
Consent of UHY LLP, independent registered public accounting firm. |
| |
|
|
| 23.2* |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). |
| |
|
|
| 24.1* |
|
Power of Attorney (included on the signature page). |
| |
|
|
| 107* |
|
Filing Fee Table. |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Albany, State of New York, on August 22, 2025.
| Soluna
Holdings, Inc. |
|
| |
|
| By: |
/s/
John Belizaire |
|
| |
John
Belizaire |
|
| |
Chief
Executive Officer |
|
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Soluna Holdings, Inc., a Nevada corporation, do hereby
constitute and appoint each of John Belizaire and David C. Michaels as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments
to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Person |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/
John Belizaire |
|
Chief
Executive Officer, Director |
|
August
22, 2025 |
| John
Belizaire |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
David C. Michaels |
|
Chief
Financial Officer, Director |
|
August
22, 2025 |
| David
C. Michaels |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Jessica L. Thomas |
|
Chief
Accounting Officer |
|
August
22, 2025 |
| Jessica
L. Thomas |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Michael Toporek |
|
Executive
Chairman |
|
August
22, 2025 |
| Michael
Toporek |
|
|
|
|
| |
|
|
|
|
| /s/Edward
R. Hirshfield |
|
Director |
|
August
22, 2025 |
| Edward
R. Hirshfield |
|
|
|
|
| |
|
|
|
|
| /s/
Matthew E. Lipman |
|
Director |
|
August
22, 2025 |
| Matthew
E. Lipman |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas J. Marusak |
|
Director |
|
August
22, 2025 |
| Thomas
J. Marusak |
|
|
|
|
| |
|
|
|
|
| /s/
William Hazelip |
|
Director |
|
August
22, 2025 |
| William
Hazelip |
|
|
|
|
| |
|
|
|
|
| /s/
William Phelan |
|
Director |
|
August
22, 2025 |
| William
Phelan |
|
|
|
|
| |
|
|
|
|
| /s/
John Bottomley |
|
Director |
|
August
22, 2025 |
| John
Bottomley |
|
|
|
|
