UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 3.02 Unregistered Sales of Equity Securities.
On July 28, 2023, Soluna Holdings, Inc. (the “Company”) paid a mandatory dividend on its outstanding Series B Convertible Preferred Stock (the “Series B Stock”) in the amount of $657,223.64. Pursuant to the Certificate of Designation for the Series B Stock, the Company had the option to pay the dividend in cash or shares of Common Stock. Pursuant to a Dividend Payment Agreement, the Company and the holder of the Series B Stock agreed to satisfy the payment of the dividend through the issuance of 1,100,000 shares of its Common Stock and 2,256,661 prefunded warrants (the “Prefunded Warrants”).
Each Pre-Funded Warrant has been funded to the amount of $.19999, with $0.00001 per share of common stock payable upon exercise, is immediately exercisable, may be exercised at any time until exercised in full and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with her affiliates) would exceed 9.99% of the Company’s outstanding Common Stock immediately after exercise. However, the holder may increase (upon 61 days’ prior notice from the holder to the Company) or decrease such percentages, provided that in no event such percentage exceeds 9.99%.
The issuance of the Common Stock and Pre-Funded Warrants is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2)
Item 8.01 Other Events.
On August 1, 2023, the Company had the second subsequent closing under the Securities Purchase Agreement dated December 5, 2022 among the Company and certain institutional investors. Pursuant to the SPA, the investors purchased $855,000 in common stock and associated common stock purchase warrants, with a purchase price of $0.30 per share. Accordingly, at the second subsequent closing the Company issued to the investors 2,579,565 shares of Common Stock, together with associated warrants to purchase 5,159,170 shares of Common Stock.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant issued to Series B Preferred Holder | |
| 10.1 | Dividend Payment Agreement with Series B Holder | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 3, 2023
| SOLUNA HOLDINGS, INC. | ||
| By: | /s/ David Michaels | |
| Name: | David Michaels | |
| Title: | Chief Financial Officer | |