Item 8.01 Other Events.
As previously reported on a Current Report on Form 8-K filed by Soluna Holdings,
Inc. (the "Company") with the U.S. Securities and Exchange Commission on
December 29, 2021, the Company closed an underwritten public offering of 445,714
shares of the Company's 9.0% Series A Cumulative Perpetual Preferred Stock, par
value $0.001 per share, with a $25.00 liquidation preference per share (the
"Series A Preferred Stock"), on December 28, 2021 (the "Offering") pursuant to
the underwriting agreement (the "Underwriting Agreement") entered into with
Univest Securities, LLC, as representative of the several underwriters named
therein (the "Representative"). Pursuant to the Underwriting Agreement, the
Company also granted the underwriters a 45-day option to purchase up to an
additional 66,857 shares of Series A Preferred Stock (the "Option Shares") on
the same terms as the shares of Series A Preferred Stock sold in the Offering
(the "Over-allotment Option"). On January 3, 2022, the Representative fully
exercised the Over-allotment Option, and on January 5, 2022, the Company closed
the offering of the Option Shares to the Representative, for aggregate gross
proceeds of approximately $1,170,000 less applicable underwriter discounts and
other offering fees and expenses. The first dividend on the Option Shares will
be paid on January 31, 2022, which will be for a period of less than a full
month after the issuance of such shares and will cover the period from January
5, 2022 through January 31, 2022.
In connection with such closing and pursuant to the Underwriting Agreement, the
Company issued to the Representative and its designee warrants to purchase up to
3,343 shares of common stock, par value $0.001 per share, of the Company (the
"Common Stock"), representing 5% of the Option Shares issued and sold, at an
initial exercise price of $11.011 per share, subject to certain adjustments.
Also on January 5, 2022, the Company issued a press release announcing the
issuance of the Option Shares and the closing of such offering. A copy of such
press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated in
this Item 8.01 by reference.
This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking
statements. Forward-looking statements include, but are not limited to,
statements that express the Company's intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company's future
activities, or future events or conditions. These statements are based on
current expectations, estimates and projections about the Company's business
based, in part, on assumptions made by its management. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks that
may be included in documents that the Company files from time to time with the
SEC. Any forward-looking statements speak only as of the date on which they are
made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date of this Current
Report on Form 8-K, except as required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Soluna Holdings, Inc., dated January 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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