Soluna Holdings Files Definitive Proxy Statement

TL;DR

Soluna Holdings proxy statement is out - time to vote on directors & auditors.

AI Summary

Soluna Holdings, Inc. filed its definitive proxy statement on October 28, 2024, for its annual meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items likely include the election of directors and ratification of independent auditors.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and important corporate matters.

Risk Assessment

Risk Level: low — This is a standard proxy filing, providing information to shareholders rather than announcing new material events.

Key Players & Entities

• Soluna Holdings, Inc. (company) — Registrant
• 0001493152-24-042630 (filing_id) — Accession Number
• 20241028 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — f record of our Common Stock, par value $0.001 per share (“Common Stock”),
• $25 million — the right to sell to the Investor up to $25 million of Common Stock, subject to certain lim
• $135.25 — ersion price of the Series B Stock from $135.25 per share to $5 per share and to issue
• $5 — eries B Stock from $135.25 per share to $5 per share and to issue five-year warran
• $0.01 — 0 shares of Common Stock exercisable at $0.01 per share. Because the Series B Amendme

Filing Documents

• formdef14a.htm (DEF 14A) — 185KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• proxy_001.jpg (GRAPHIC) — 136KB
• proxy_002.jpg (GRAPHIC) — 185KB
• proxy_003.jpg (GRAPHIC) — 43KB
• proxy_004.jpg (GRAPHIC) — 210KB
• 0001493152-24-042630.txt ( ) — 980KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240. 14a-12 SOLUNA HOLDINGS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(B) per Exchange Act Rules 14(a)-6(i)(1) and 0-11 SOLUNA HOLDINGS, INC. 325 WASHINGTON AVENUE EXTENSION ALBANY, NEW YORK 12205 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To the Stockholders of Soluna Holdings, Inc.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Soluna Holdings, Inc., a Nevada corporation (the “Company”), will be held on November 15, 2024, at 10:00 a.m., Eastern Time. The Special Meeting will be held completely virtually. You will be able to participate in the Special Meeting as well as vote and submit your questions and examine our stockholder list during the live webcast of the Special Meeting by visiting www.virtualshareholdermeeting.com/SLNH2024SM and entering the 16-digit control number included on your proxy card (the “Proxy Card”). At the Special Meeting, we will ask our stockholders to consider and act upon the following matters: 1. To approve the reservation and issuance of shares of our Common Stock pursuant to a Standby Equity Purchase Agreement, dated August 12, 2024, entered into between us and YA II PN, LTD. (the “Investor”) (the “SEPA”) and pursuant to an amendment to the Securities Purchase Agreement (the “Series B Amendment”), and the associated certificate of designation, with the holder of the Company’s outstanding Series B Convertible Preferred Stock, to the extent that issuances under the SEPA and the Series B Amendment may exceed 20% of the Company’s total outstanding shares, which could trigger the share issuance cap under Rule 5635(d) of the Nasdaq Stock Market Rules (the “Exchange Cap”); 2. To approve an amendment to the Soluna Holdings, Inc. Amended and Restated 2021 Stock Incentive Plan; and 3. To approve the adjournment of the Special Meeting, if necessary, to continue to solicit votes for Proposal Nos. 1 through 2. Our Board of Directors has fixed the close of business on October 15, 2024, as the record date for determining stockholders entitled to notice of, and entitled to vote at, the Special Meeting and any adjournments or postponements thereof. Only holders of record of the Company’s Common Stock at the close of business on that date will be entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. By Order of the Board of Directors, /s/ Jessica L. Thomas Jessica L. Thomas Corporate Secretary Albany, New York October 28, 2024 It is important that your shares are represented and voted at the Special Meeting. Whether or not you intend to be present virtually at the meeting, please vote your shares according to the instructions on the accompanying Proxy Card. The proxy is revocable and will not be used if you attend and vote at the Special Meeting and vote “in person” at the meeting or otherwise provide notice of your revocation. SOLUNA HOLDINGS, INC. 325 WASHINGTON AVENUE EXTENSION ALBANY, NEW YORK 12205 PROXY This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boar

View Full Filing

View this DEF 14A filing on SEC EDGAR