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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. In connection with the development of the Kati 2 project of Soluna Holdings, Inc. (the “Company”), on June 3, 2026 (the “Effective Date”), Soluna HPC KK II HoldCo, LLC (the “Soluna Member”), a wholly owned subsidiary of Soluna HPC, Inc., a wholly owned subsidiary of the Company, entered into a limited liability company agreement (the “Joint Venture Agreement”) with DC Kati Venture LLC (the “Metrobloks Member”) to govern the terms of operation of Sol…
Entry into a Material Definitive Agreement. On May 19, 2026, Soluna Digital, Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”) with Navitas West Texas Investments SPV, LLC (the “Seller”), Navitas Advisors, LLC, and Soluna DV ComputeCo, LLC (the “Dorothy 1B Project Company”), pursuant to which the Purchaser acquired 49% of the issued and outstanding membership interests in the Dorothy…
of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
The issuance of the Warrant and the shares of Common Stock underlying the Warrant pursuant to the SPA is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
Entry into a Material Definitive Agreement. Membership Interests Purchase Agreement On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued…
Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. The information provided in
Regulation FD Disclosure. On April 16, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing the acquisition of Spring Lane Capital’s equity interest in Project Dorothy 1A for $16.5 million (the “D1A Acquisition”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with the D1A Acquisition, on April 16, 2026, the Company made available an investor presentation on the investor relations portion of its we…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 10, 2026, Soluna Holdings, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the closing bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”), had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum b…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. Briscoe Wind Farm Acquisition On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the “ Tranche C Borrower ”), a wholly owned indirect subsidiary of Soluna Holdings, Inc. (the “ Company ”), entered into a Membership Interest Purchase Agreement (the “ MIPA ”) with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation, and Morgan Stanley Wind LLC (collectively, the “ Sellers ”), pursuant to which the Tranche C Borrower acquired one hundred percen…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm. On March 29, 2026, Soluna Holdings, Inc. (the “Company”) notified UHY LLP (“UHY”) that UHY would be dismissed as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the decision to dismiss UHY, which will become effective on March 29, 2026. The audit reports of UHY on the Company’s…
of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Officer In conjunction with the appointment of a new Chief Financial Officer (“CFO”) and Treasurer, Soluna Holdings, Inc. (the “Company”) will accept David Michaels’ resignation from his position as interim CFO and Treasurer of the Company, effective immediately upon the effectiveness of the appointment of a new CFO and Treasurer…
Other Events. Press Release On December 5, 2025, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. ATM Agreement On December 4, 2025, the Company suspended the use of its prospectus supplement and related prospectus filed with the SEC and dated September 23, 2025 relating to the At the Market Offering Agreement, dated April 29, 2025, or the S…
Entry into a Material Definitive Agreement. Registered Direct Offering On December 4, 2025, Soluna Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct offering: (i) 5,929,944 shares (the “Shares”) of the Company’s common stock, par value $0.001 per shares (“Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”)…
Results of Operations and Financial Condition” above. In connection with the release of the Company’s financial results for the quarter ended September 30, 2025, on November 17, 2025, the Company made available an updated investor presentation on the investor relations portion of its website. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the…
Other Events. On September 23, 2025, Soluna Holdings, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission for the offer and sale of shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $87,650,000 (the “Shares”), pursuant to that certain At the Market Offering Agreement, dated April 29, 2025, by and between the Company and H.C. Wainwright & Co., LLC (the “Sales Agreement”).…
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. Credit and Guaranty Agreement On September 12, 2025, Soluna Holdings, Inc. (the “Company”) caused its subsidiaries Soluna DVSL ComputeCo, LLC (“Dorothy 1A Borrower”), Soluna DVSL II ComputeCo, LLC (“Dorothy 2 Borrower”), and Soluna KK I ComputeCo, LLC (“Tranche B Borrower” and collectively with Dorothy 1A Borrower and Dorothy 2 Borrower, the “Borrowers”) to enter into a Credit and Guaranty Agreement (the “Credit Agreement”) with Generate Lending, LL…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
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