Current Report Filing (8-k)
February 14 2023 - 4:58PM
Edgar (US Regulatory)
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2023-02-14
2023-02-14
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2023-02-14
2023-02-14
0000064463
SLNH:Sec9.0SeriesCumulativePerpetualMember
2023-02-14
2023-02-14
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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): February 14, 2023
SOLUNA
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-40261 |
|
14-1462255 |
(State
or Other Jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
325
Washington Avenue Extension, Albany, NY 12205
(Address
of Principal Executive Offices) (Zip Code)
(518)
218-2500
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
|
☐ |
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 $0.0001 per share |
|
SNLH |
|
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
1.01 Entry into a Material Definitive Agreement
As
described in a definitive proxy statement for the Special Meeting of Stockholders of Soluna Holdings, Inc. (the “Company”)
to be held on March 10, 2023 filed with the Securities and Exchange Commission on February 10, 2022 (the “Proxy Statement”),
on February 9, 2023 the Company and the December 2022 Investors amended Sections 2.4(a) and 2.4(b) of the December 2022 Purchase Agreement
so that the exercise price per Option Share and accompanying Option Warrant at each subsequent closing under the December 2022 Purchase
Agreement shall not be lower than $0.30. Capitalized terms used but not defined herein have the meanings given to such terms in the Proxy
Statement. The information under Proposals 1 and 2 in the Proxy Statement are incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
February 14, 2023
|
SOLUNA
HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Philip F. Patman, Jr. |
|
Name:
|
Philip
F. Patman, Jr. |
|
Title: |
Chief
Financial Officer |
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