0001493152-24-015106.txt : 20240417 0001493152-24-015106.hdr.sgml : 20240417 20240417203044 ACCESSION NUMBER: 0001493152-24-015106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240415 FILED AS OF DATE: 20240417 DATE AS OF CHANGE: 20240417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOPOREK MICHAEL CENTRAL INDEX KEY: 0001243628 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40261 FILM NUMBER: 24852583 MAIL ADDRESS: STREET 1: C/O MECHANICAL TECHNOLOGY, INCORPORATED STREET 2: 325 WASHINGTON AVENUE EXTENSION CITY: ALBANY STATE: NY ZIP: 12205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Soluna Holdings, Inc CENTRAL INDEX KEY: 0000064463 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 141462255 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 325 WASHINGTON AVENUE EXTENSION CITY: ALBANY STATE: NY ZIP: 12205 BUSINESS PHONE: 518-218-2500 MAIL ADDRESS: STREET 1: 325 WASHINGTON AVENUE EXTENSION CITY: ALBANY STATE: NY ZIP: 12205 FORMER COMPANY: FORMER CONFORMED NAME: MECHANICAL TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 4 1 ownership.xml X0508 4 2024-04-15 0 0000064463 Soluna Holdings, Inc SLNH 0001243628 TOPOREK MICHAEL C/O SOLUNA HOLDINGS, INC. 325 WASHINGTON AVENUE EXTENSION ALBANY NY 12205 1 0 0 0 0 9.0% Series A Cumulative Perpetual Preferred Stock 2024-04-15 4 A 0 1244969 0 A 1247082 D Common Stock 2024-04-15 4 A 0 317647 0 A 318466 D Common Stock 150000 I See Footnote Stock Options (Right to Buy) 171.00 2024-04-15 4 D 0 20000 D Common Stock 20000 0 D Transaction reported is a grant of 1,244,969 restricted stock awards representing shares of Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of the issuer ("Preferred Stock"), which were approved by the Compensation Committee. The shares of Preferred Stock will vest 100% upon the reporting person's separation from the issuer. Transaction reported is a grant of 317,647 restricted stock awards representing shares of Common Stock, which were approved by the Compensation Committee. The shares of Common Stock will vest 100% upon the reporting person's separation from the issuer. The option is durational based. 13,333 shares of Common Stock subject to this option were vested and exercisable on the date of cancellation. 6,667 shares of Common Stock subject to this option were scheduled to vest and become exercisable on May 13, 2024, provided that the reporting person remained in the service of the issuer on such vesting date. The shares of Common Stock subject to this option expire five years after each applicable vesting date. On April 15, 2024, the stock options were cancelled by mutual agreement of the reporting person and the issuer. These shares of Common Stock are held by Brookstone Partners Acquisition XXIV, LLC ("Brookstone XXIV"). As the Manager of Brookstone XXIV, Brookstone Partners I.A.C. may be deemed to beneficially own the shares of Common Stock owned directly by Brookstone XXIV. Mr. Toporek is a Managing General Partner of Brookstone Partners I.A.C. and shares voting and dispositive power over the shares of Common Stock owned by Brookstone XXIV and therefore may be deemed to beneficially own these shares. Mr. Toporek disclaims such beneficial ownership except to the extent of his pecuniary interest therein. On October 13, 2023, the issuer effected a reverse stock split (the "Reverse Stock Split") of outstanding shares of its common stock, par value $0.001 per share ("Common Stock"), pursuant to which every 25 shares of Common Stock were automatically reclassified into one new share of Common Stock. Proportionate adjustments were made to the issuer's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split. /s/ Christopher Gandolfo, Attorney in Fact 2024-04-17