Soluna Holdings Files S-1/A Amendment

TL;DR

Soluna Holdings filed an S-1/A update. Keep an eye on their filings for any material changes.

AI Summary

Soluna Holdings, Inc. filed an S-1/A amendment on December 16, 2024, for its registration statement. The company, formerly known as Mechanical Technology Inc. until 1992, is incorporated in Nevada and headquartered in Albany, NY. This filing relates to the company's securities and its business operations.

Why It Matters

This S-1/A filing provides updated information to the SEC regarding Soluna Holdings, Inc.'s securities, which is crucial for investors to understand the company's current financial and operational status.

Risk Assessment

Risk Level: medium — S-1/A filings are routine updates for registration statements, but the specific content of this amendment could reveal material changes or risks for Soluna Holdings, Inc.

Key Numbers

• 333-282559 — SEC File Number (Registration number for the S-1 filing)
• 14-1462255 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Soluna Holdings, Inc. (company) — Registrant
• Mechanical Technology Inc. (company) — Former company name
• December 16, 2024 (date) — Filing date
• 333-282559 (registration_number) — SEC registration number
• John Belizaire (person) — Chief Executive Officer
• Steven E. Siesser (person) — Legal counsel
• Daniel L. Forman (person) — Legal counsel

FAQ

Key Financial Figures

• $0.001 — 8,024 shares of common stock, par value $0.001 (“Common Stock”), of Soluna
• $25 million — eed to purchase from the Company, up to $25 million of the Company’s shares of Common
• $0.01 — The Warrants have an exercise price of $0.01 and expire on October 1, 2029. On Oct
• $1,000,000 — nt, the Company agreed to issue Univest $1,000,000 of shares of Common Stock and to includ
• $3.04 — tanding. Assuming a (i) Market Price of $3.04 and, (ii) no beneficial ownership limit
• $2.68 — Common Stock as reported on Nasdaq was $2.68 per share. You should read this prosp
• $10.3 m — ment involves an initial pre-payment of $10.3 million, with a total commitment of $34 m
• $34 million — 0.3 million, with a total commitment of $34 million over a 36-month period, and offers the
• $250,000 — the Investor a commitment fee, equal to $250,000, or 1.0% of the aggregate amount availa

Filing Documents

• forms-1a.htm (S-1/A) — 649KB
• ex5-1.htm (EX-5.1) — 22KB
• ex10-119.htm (EX-10.119) — 36KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 13KB
• 0001493152-24-050259.txt ( ) — 725KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 8 SELLING HOLDERS 9

USE OF PROCEEDS

USE OF PROCEEDS 10 PLAN OF DISTRIBUTION 11

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 12 LEGAL MATTERS 19 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 i ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the SEC, and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Holders, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Holders, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States. ii PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by re

Business

Business Unless the context requires otherwise in this registration statement, the terms “SHI,” “Soluna,” the “Company,” “we,” “us,” and “our” refer to Soluna Holdings, Inc. together with its consolidated subsidiaries, “SCI” refers to Soluna Computing, Inc., formerly known as EcoChain, Inc. Other trademarks, trade names, and service marks used in this registration statement are the property of their respective owners. Soluna Holdings, Inc. is a digital infrastructure company that specializes in transforming surplus renewable energy into computing resources. The Company’s strategy is to operate data centers co-located with wind, solar, and hydroelectric power plants, supporting compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aims to create a more sustainable grid while providing cost-effective and environmentally friendly computing solutions. Soluna Holdings, Inc., was originally incorporated in the State of New York in 1961 as Mechanical Technology, Incorporated and reincorporated in the State of Nevada on March 24, 2021. Headquartered in Albany, New York, the Company changed its name from “Mechanical Technology, Incorporated” to Soluna Holdings, Inc. on November 2, 2021. On October 29, 2021, Soluna Callisto merged into Soluna Computing, Inc. (“SCI”), a private green data center development company. Effective December 31, 2023, SCI transferred substantially all of its assets to SHI and/or its subsidiaries, and SHI currently conducts its business through its wholly-owned subsidiary, Soluna Digital, Inc. (“SDI”). Additionally, SHI formed Soluna Cloud, Inc. (“Soluna Cloud”) on March 24, 2024, to operate cloud, co-location, and data hosting services related to high performance computing and AI. On April 2, 2024, SHI formed Soluna Energy, Inc. (“SEI”) to

View Full Filing

View this S-1/A filing on SEC EDGAR