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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): February 18, 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 7.01 Regulation FD Disclosure.
On February 18, 2025 and February 20, 2025, the Company issued press releases containing certain previously unreported corporate and operational information which it publishes regularly to its website. Copies of the press release are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
The information in Item 7.01 and in Exhibits 99.1 and 99.2 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.
| 99.1 | Press Release, dated February 18, 2025 | |
| 99.2 | Press Release, dated February 20, 2025 | |
| 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: February 20, 2025 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 99.1
Project Kati Successfully Exits ERCOT Planning Phase
Expected to unlock up to 166 MW of new Bitcoin Hosting and AI Joint Venture Opportunities
ALBANY, NY, February 18, 2025 –Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, has successfully exited the Electric Reliability Council of Texas (ERCOT) planning phase for its Project Kati. This marks a critical step forward in the project’s development, clearing the path for construction and further expansion.
Project Kati will deliver up to 166 MW of renewable energy capacity in two phases, and is expected to unlock new hosting and joint venture opportunities. This project is set to power advanced computing applications, including Bitcoin mining and artificial intelligence (AI).
“The successful exit from the ERCOT planning phase is a major achievement for Project Kati and a testament to the hard work and dedication of our team,” said John Belizaire, CEO of Soluna Holdings. “This milestone brings another project closer to shovel readiness helping to realize our vision of expanding renewable computing infrastructure for the world’s most innovative computing applications.”
With the ERCOT planning phase complete, Project Kati will now focus on:
| ● | Land Negotiations – The Company is in the final stages of land-related activities for the site. The goal is to acquire enough land for both of the project’s phases and future AI opportunities. | |
| ● | Capital Formation Activities – The Company will open up the project to bids from potential investors. | |
| ● | AI Joint Venture Opportunities – The Company is also in talks with potential joint venture partners to develop an AI data center at the project. | |
| ● | HPC Site Analysis – The Company has hired AI data center development advisors to study the site for key requirements for high performance, Tier-3 data centers. This includes land, energy, environment, connectivity, and more. |
The Company intends to start construction of Project Kati in 2025. Following completion of the first 83 MW phase, the Company would have over 206 MW under management for Bitcoin Mining and Hosting.
“Our Hyperscale Miner customers continue to seek out our renewable energy-powered data centers to meet their growing hosting needs,” continued John Belizaire. “It’s a testament to our ‘white glove’ service we call Relentless Stewardship.”
Soluna continues its tradition of naming its data centers after women scientists who help catalyze major innovation. Project Kati is named after Katalin “Kati” Karikó, a Hungarian scientist who was instrumental in the development of mRNA-based protein therapies. Her decades of dedicated work significantly contributed to the development of modern mRNA vaccines.
For more information on Soluna and its projects, please visit solunacomputing.com
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, our expectations with respect to the completion of Project Kati, including our ability to acquire enough land for the project, our ability to enter into joint ventures, our ability to obtain investors to fund the project, our ability to complete the first phase of the project and our ability to complete the project on the projected timeline or at all, and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the SEC, including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 1, 2024. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law.
About Soluna Holdings, Inc (SLNH)
Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings.
Contact Information
Sam Sova
Partner and CEO
SOVA
Sam@letsgosova.com
Exhibit 99.2
Soluna (SLNH) and Bit Digital (BTBT) Partnership Expands, Surpassing 12 MW in Hosting Capacity
New 5.5 MW Deal Brings Next-Gen Mining to Project Dorothy
ALBANY, NY, February 20, 2025 – Soluna Holdings, Inc. (“SHI”, “Soluna”, or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced a twelve month 5.5 MW hosting contract with Bit Digital (NASDAQ: BTBT) at Soluna’s Project Dorothy in Texas, marking the latest expansion in their growing partnership.
Soluna and Bit Digital’s partnership has expanded steadily, starting with a 4.4 MW deployment at Project Sophie in November 2023, growing to 6.6 MW by October 2024, and extending to Project Dorothy with a 5.5 MW contract in December 2024. Now, the partnership has reached a new milestone with over 12 MW under management, enhancing Bit Digital’s efficiency, scale, and mining performance. This latest expansion introduces the first batch of next-generation S21 units, deployed alongside recent upgrades to the site’s electrical infrastructure.
John Belizaire, CEO of Soluna Holdings, commented, “Our partnership with Bit Digital continues to grow, and we’re thrilled to support their expansion from Project Sophie to Project Dorothy. At Soluna, we pride ourselves on Relentless Stewardship—delivering exceptional service, efficiency, and sustainability to our customers. We look forward to continued success in powering Bit Digital’s mining operations.”
Sam Tabar, CEO of Bit Digital, added, “Expanding our relationship with Soluna represents a strategic step in continuing to optimize our mining operations with a more efficient fleet and cost-efficient sustainable energy solutions. We look forward to continuing our work with Soluna as what we see as a key partner in our mission to scale responsibly and enhance operational efficiency.”
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the SEC, including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 1, 2024. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law.
About Bit Digital
Bit Digital, Inc. is a global platform for high-performance computing (“HPC”) infrastructure and digital asset production
headquartered in New York City. The Company’s HPC business operates under the WhiteFiber Inc. (“WhiteFiber”) brand.
Our operations are located in the US, Canada, and Iceland. For additional information, please contact ir@bit-digital.com or visit our
website at www.bit-digital.com.
About Soluna Holdings, Inc (SLNH)
Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings.
Contact Information
Sam Sova
Partner and CEO
SOVA
Sam@letsgosova.com