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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): June 3, 2024 (May 30, 2024)
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As
described in Item 5.07 below, at the annual meeting of stockholders (the “Annual Meeting”) of Soluna Holdings, Inc. (the
“Company”), held on May 30, 2024, the Company’s stockholders approved amendments (the “Amendments”) to
the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) and the Amended and Restated
2023 Stock Incentive Plan (the “2023 Plan” and together the “Plans”) to change the calculation of shares authorized
under the Plans. The 2021 Plan was adopted on February 12, 2021, and has been amended and restated on October 29, 2021, May 27, 2022
and on March 10, 2023, and the 2023 Plan was adopted on February 28, 2023 and amended and restated on June 29, 2023.
Detailed
summaries of the Amendments to the Plans that were approved by the Company’s stockholders were included in the Company’s
proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on April
29, 2024 (the “2024 Proxy Statement”) and is available at the SEC’s website at www.sec.gov. The terms and conditions
of the Plans are described in detail in that proxy statement. The foregoing description of the Plans are qualified in their entirety
by the terms of the Plans.
Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
Proposal
1: Election of Directors
At
the Annual Meeting, the Company’s stockholders voted on the election of Edward R. Hirshfield as a Director to serve until the Company’s
2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification,
resignation, or removal. Mr. Hirshfield received the following votes:
For | |
Withhold | |
Broker Non-Votes |
| |
| |
|
1,332,958 | |
113,113 | |
895,994 |
At
the Annual Meeting, the Company’s stockholders voted on the election of William P. Phelan as a Director to serve until the Company’s
2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification,
resignation, or removal. Mr. Phelan received the following votes:
For |
|
Withhold |
|
Broker
Non-Votes |
|
|
|
|
|
1,383,622 |
|
62,449 |
|
895,994 |
At
the Annual Meeting, the Company’s stockholders voted on the election of John Bottomley as a Director to serve until the Company’s
2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification,
resignation, or removal. Mr. Bottomley received the following votes:
For |
|
Withhold |
|
Broker
Non-Votes |
|
|
|
|
|
1,393,679 |
|
52,392 |
|
895,994 |
At
the Annual Meeting, the Company’s stockholders voted on the election of John Belizaire as a Director to serve until the Company’s
2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification,
resignation, or removal. Mr. Belizaire received the following votes:
For |
|
Withhold |
|
Broker
Non-Votes |
|
|
|
|
|
1,396,566 |
|
49,505 |
|
895,994 |
Proposal
2: Approval of Note Conversion Price and Warrant Exercise Price Adjustments
At
the Annual Meeting, the Company’s stockholders voted on the approval of the reduction of the conversion price of certain secured
convertible notes (the “Notes”) issued pursuant to the Fourth Amendment Agreement, the reduction of the exercise price of
certain warrants held by said noteholders (the “Noteholder Warrants”), the issuance of shares of the Company’s common
stock upon conversion of the Notes at the reduced conversion price, and the issuance of shares of the Company’s common stock upon
the exercise of the Noteholder Warrants under the amended terms. The Proposal received the following votes:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
1,317,123 |
|
58,238 |
|
70,710 |
|
895,994 |
Proposal
3: Approval of Amendment to 2021 Plan
At
the Annual Meeting, the Company’s stockholders voted on the approval of an amendment to the Soluna Holdings, Inc. 2021 Third Amended
and Restated Stock Incentive Plan, which would change the calculation of the number of shares of common stock available for awards under
the Plan. The Proposal received the following votes:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
1,353,
344 |
|
73,904 |
|
18,823 |
|
895,994 |
Proposal
4: Approval of Amendment to 2023 Plan
At
the Annual Meeting, the Company’s stockholders voted on the approval of an amendment to the Soluna Holdings, Inc. 2023 Amended
and Restated Stock Incentive Plan, which would change the calculation of the number of shares of common stock available for awards under
the Plan. The Proposal received the following votes:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
1,353,
323 |
|
74,055 |
|
18,693 |
|
895,994 |
Proposal
5: Ratification of Independent Registered Public Accounting Firm
At
the Annual Meeting, the Company’s stockholders voted on a proposal to ratify the selection of UHY LLP as the Company’s independent
registered public account firm for fiscal year 2024. The Proposal received the following votes:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
2,240,125 |
|
96,420 |
|
5,520 |
|
0 |
The
results reported above are final voting results.
Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
104 |
|
Cover
Page Interactive Data 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:
June 3, 2024 |
By: |
/s/
John Tunison |
|
|
John
Tunison |
|
|
Chief
Financial Officer |
|
|
(principal
financial officer) |
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|
Entity File Number |
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|
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SOLUNA
HOLDINGS, INC.
|
Entity Central Index Key |
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Entity Tax Identification Number |
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|
Entity Incorporation, State or Country Code |
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|
Entity Address, Address Line One |
325
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|
Entity Address, City or Town |
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|
Entity Address, State or Province |
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|
Entity Address, Postal Zip Code |
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|
City Area Code |
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|
Local Phone Number |
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|
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|
Security Exchange Name |
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|
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|
Title of 12(b) Security |
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