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): September 9, 2024 (September 9, 2024)

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement

Standby Equity Purchase Agreement

On September 9, 2024, Soluna Holdings, Inc., a Nevada corporation (the “Company”), announced a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). In accordance with the terms of the SEPA, the Investor has agreed to purchase up to $25 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock from time to time subject to the limits and the conditions of the SEPA. The Company has agreed to file a Registration Statement on Form S-1 covering the resale of the common stock issued under the SEPA pursuant to a Registration Rights Agreement.

Funding under the SEPA will take place initially in two Pre-Paid Advances (as defined in the SEPA), amounting to $10 million in aggregate which are anticipated to be paid from stock purchases initiated by the Investor until the Pre-Paid Advances have been repaid . Following repayment of the Pre-Paid Advances, the Company may, at its election, sell additional shares of the Company’s common stock under the SEPA in amounts, at times and under the conditions provided in the SEPA.

The Pre-Advance Closings (as defined in the SEPA) are subject to certain terms and conditions, including the continued accuracy of representations and warranties specified in the SEPA and other conditions precedent specified in the SEPA.

The foregoing summary of the SEPA and the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document(s), which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On September 9, 2024, the Company issued a press release regarding the SEPA. 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, as amended, 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.

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.