Soluna Holdings Files S-1/A Amendment

TL;DR

Soluna Holdings (SLNH) filed an S-1/A on Feb 3, 2025, updating financials for crypto mining & data hosting. Check preferred stock details.

AI Summary

Soluna Holdings, Inc. filed an S-1/A amendment on February 3, 2025, detailing its financial performance. For the nine months ended September 30, 2024, the company reported revenue from cryptocurrency mining, data hosting, and demand response services. The filing also references preferred stock series A and B, with balances as of September 30, 2024, and prior fiscal year ends.

Why It Matters

This filing provides updated financial information and disclosures for Soluna Holdings, Inc., which is crucial for investors to assess the company's current financial health and operational status.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is seeking to raise capital or undergoing significant financial changes, which can introduce volatility and risk.

Key Numbers

• 2024-09-30 — Nine Months Ended (Reporting period for current financials)
• 2023-12-31 — Fiscal Year End (Previous full fiscal year)
• 2022-12-31 — Fiscal Year End (Prior fiscal year)

Key Players & Entities

• Soluna Holdings, Inc. (company) — Filer
• 0001493152-25-004555 (filing_id) — Accession Number
• 20250203 (date) — Filing Date
• 0000064463 (cik) — Central Index Key
• 325 WASHINGTON AVENUE EXTENSION (address) — Business and Mail Address
• ALBANY (city) — Business and Mail Address
• NY (state) — Business and Mail Address
• 12205 (zip_code) — Business and Mail Address
• 518-218-2500 (phone_number) — Business Phone
• MECHANICAL TECHNOLOGY INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — 8,024 shares of common stock, par value $0.001 ("Common Stock"), of Soluna Holdings, I
• $25 million — eed to purchase from the Company, up to $25 million of the Company's shares of Common Stock
• $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
• $2.24 — tanding. Assuming a (i) Market Price of $2.24 and, (ii) no beneficial ownership limit
• $1.91 — Common Stock as reported on Nasdaq was $1.91 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
• $1.25 million — chaser, with respect to an aggregate of $1.25 million of notes issued by CloudCo. Pursuant to
• $750,000 — ased such notes for a purchase price of $750,000, or 60% of their face value. Special

Filing Documents

• forms-1a.htm (S-1/A) — 5628KB
• 0001493152-25-004555.txt ( ) — 23072KB
• slnh-20240930.xsd (EX-101.SCH) — 124KB
• slnh-20240930_cal.xml (EX-101.CAL) — 144KB
• slnh-20240930_def.xml (EX-101.DEF) — 737KB
• slnh-20240930_lab.xml (EX-101.LAB) — 937KB
• slnh-20240930_pre.xml (EX-101.PRE) — 867KB
• forms-1a_htm.xml (XML) — 4159KB

RISK FACTORS

RISK FACTORS 8 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 29 GLOSSARY OF ABBREVIATIONS AND ACRONYMS 30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 70 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 72 MANAGEMENT 74 EXECUTIVE AND DIRECTOR COMPENSATION 80 SELLING HOLDERS 86

USE OF PROCEEDS

USE OF PROCEEDS 87 PLAN OF DISTRIBUTION 88

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 89 LEGAL MATTERS 96 EXPERTS 97 WHERE YOU CAN FIND MORE INFORMATION 98 INDEX TO FINANCIAL STATEMENTS F-1 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 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. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled "Risk Factors" beginning on page 8 and

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 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 own and manage renewable energy power purchase agreements and land leases through a series of service subsidiaries. During fiscal year 2021, the Company commenced mining oper

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View this S-1/A filing on SEC EDGAR