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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 25, 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 25, 2025, the Company issued a press release containing certain previously unreported corporate and operational information which it publishes regularly to its website. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 and in Exhibit 99.1 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 25, 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 25, 2025 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 99.1
Ed Soluna Land Purchase Secures Up to 187
MW of Sustainable Energy for AI and Bitcoin
Mining at Project Rosa
Agreement Secures 60 Acres of Land for Project Development,
Expected to Unlock up to 187 MW of Sustainable Energy for AI and
Bitcoin Mining
ALBANY, NY, February 25, 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 today that it has secured the necessary land purchase agreement to build its new data center, Project Rosa. This milestone marks a significant step forward in expanding Soluna’s capacity with up to an impressive 187 MW of renewable energy dedicated to powering next-generation AI and Bitcoin mining operations.
Key Project Highlights:
| ● | Soluna Capacity Expansion: Project Rosa will provide up to 187 MW of sustainable energy, executed in two phases, specifically allocated to support high-performance computing tasks in AI and Bitcoin mining. | |
| ● | Strategic Land Acquisition: Project Rosa will be strategically co-located with a 240 MW wind farm in Texas, enabling the project to directly harness a substantial share of its renewable energy. Soluna has secured the land purchase agreement for the 60 acres of land necessary for this project’s development, an important milestone in its journey to shovel readiness. | |
| ● | Environmental and Economic Impact: The development of the new data center aligns with Soluna’s mission to utilize excess renewable energy and create sustainable, scalable, low-cost data centers for next-generation workloads. |
“Securing these land agreements is a critical achievement for Soluna,” said John Belizaire, CEO of Soluna. “Project Rosa not only enhances our operational capacity but also reinforces our commitment to delivering sustainable, cutting-edge solutions in high performance computing.”
With Project Rosa, Soluna continues its tradition of naming its data centers after women who have made significant contributions to science and technology. The project is named after Rosalind Franklin, a chemist whose work was central to understanding the molecular structures of DNA, RNA, and viruses.
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 Rosa, including our ability to complete the land purchase, complete the multiple phases of the project, our expectations with respect to the amount of renewable energy capacity the project will deliver, 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
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io