SEC Form S-8 filed by Soluna Holdings Inc.

As filed with the Securities and Exchange Commission on May 30, 2025

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOLUNA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan

Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan

(Full title of the plan)

John Belizaire

Chief Executive Officer

Soluna Holdings, Inc.

325 Washington Ave Extension

Albany, New York 12205

(Name and address of agent for service)

(516) 216-9257

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Steven E. Siesser, Esq.

Daniel L. Forman, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 204-8688

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by Soluna Holdings, Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended (f/k/a Mechanical Technology, Incorporated 2021 Stock Incentive Plan) (the “2021 Plan”), and the Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan, as amended (the “2023 Plan”). Subject to certain adjustments, beginning on January 1, 2025, and continuing through June 30, 2027, the maximum number of shares of Common Stock available for issuance under the 2021 Plan represents 22.75% of the number of shares of Common Stock outstanding on the first trading day of each quarter (the “2021 Limitation of Grant Provision”) and, beginning on July 1, 2023, the maximum number of shares of Common Stock available for issuance under the 2023 Plan represents 23.75% of the number of shares of Common Stock outstanding on the first trading day of such quarter (the “2023 Limitation of Grant Provision”). This Registration Statement registers (i) 2,606,077 additional shares of Common Stock available for issuance under the 2021 Plan pursuant to the 2021 Limitation of Grant Provision, based upon the total number of shares of Common Stock outstanding on April 1, 2025, and (ii) 2,583,592 additional shares of Common Stock available for issuance under the 2023 Plan pursuant to the 2023 Limitation of Grant Provision, based upon the total number of shares of Common Stock outstanding on April 1, 2025.

The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the (i) 99,367 shares of Common Stock, as adjusted for the 1-for-25 reverse stock split effective as of October 16, 2023, registered for issuance under the 2021 Plan, pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-260614) filed on October 29, 2021, and (ii) 978,155 shares of Common Stock registered for issuance under the 2021 Plan and 1,312,356 shares of Common Stock registered for issuance under the 2023 Plan, pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-277067) filed on February 14, 2024. The information contained in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-260614 and 333-277067) are hereby incorporated by reference pursuant to General Instruction E. Any items in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-260614 and 333-277067) not expressly changed hereby shall be as set forth in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-260614 and 333-277067).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 8. Exhibits.

For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.

EXHIBIT INDEX

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albany, State of New York, on May 30, 2025.

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Soluna Holdings, Inc., a Nevada corporation, do hereby constitute and appoint each of John Belizaire and John Tunison as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.