Soluna Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure
On December 12, 2024, Soluna Holdings, Inc. (the “Company”) issued a press release announcing the successful completion of a final conversion and payoff of its outstanding convertible notes, as further described below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
On December 12, 2024, the Company entered into an agreement with Alpha Capital Anstalt, 3i, LP, and Supereight Capital Holdings Ltd. (the “Note Holders”) pursuant to which the Note Holders elected to immediately convert all of the outstanding principal and accrued interest of certain convertible notes (the “Convertible Notes”) into shares of the Company’s common stock. The agreement satisfied the full outstanding debt owed to the Note Holders under the Convertible Notes. Following the conversion, 335,661 shares of common stock were issued to the Note Holders in accordance with the terms of the Convertible Notes, as amended. No further amounts are owed by the Company under the Convertible Notes.
A copy of the agreement related to the conversion of the Convertible Notes will be filed as an exhibit to the Company’s next periodic report on Form 10-K.
The information in Item 7.01, Item 8.01, and Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press Release, dated December 13, 2024 | |
| 104 | Cover Page Interactive Date File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLUNA HOLDINGS, INC. | ||
| Date: December 13, 2024 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||