Soluna Holdings, Inc. Announces Closing of $29.2 Million Underwritten Public Offering of Series A Preferred Stock and Concurrent Registered Direct Offering
April 29 2022 - 9:38AM
via NewMediaWire -- Soluna Holdings,
Inc. (“SHI” or the “Company”) (Nasdaq: SLNH), the parent
company of Soluna Computing, Inc. ("SCI"), a developer of
green data centers for cryptocurrency mining and other
intensive computing, announced today the closing of its
underwritten public offering of 525,714 shares of its 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”), at a public offering price of $17.50 per share.
In addition, the Company also announced the closing of its
concurrent registered direct offering to certain institutional
lenders of 1,142,857 shares of Series A Preferred Stock, at an
offering price of $17.50 per share, the same price as the public
offering price of the shares of Series A Preferred Stock in the
underwritten public offering.
The Company issued an aggregate of approximately
$29.2 million of shares of Series A Preferred Stock in connection
with the concurrent offerings, and an aggregate principal amount of
$20 million of outstanding promissory notes of the Company held by
the institutional lenders was extinguished upon the issuance of the
shares of Series A Preferred Stock to such lenders in the
registered direct offering. The Company received aggregate gross
proceeds of approximately $9.2 million from the underwritten public
offering, before deducting underwriting discounts and other
estimated offering fees and expenses. All of the shares of Series A
Preferred Stock in both offerings were offered by the Company. The
Series A Preferred Stock is traded on the Nasdaq Stock Market LLC
under the symbol “SLNHP”.
In connection with the underwritten public
offering, SHI granted the underwriters a 45-day option to purchase
up to an additional 78,857 shares of Series A Preferred Stock
offered in the public offering at the public offering price of
$17.50 per share, less underwriting discounts and commissions, to
cover over-allotments, if any.
SHI intends to use the net proceeds from the
public offering for the acquisition, development and growth of data
centers, including cryptocurrency mining processors, other computer
processing equipment, data storage, electrical infrastructure,
software and real property, and business, and for working capital
and general corporate purposes, which include, but are not limited
to, operating expenses. The shares of Series A Preferred Stock
issued to the noteholders in the registered direct offering fully
satisfy the Company’s obligations under such promissory
notes.
Univest Securities, LLC acted as the sole
book-running manager for the underwritten public offering. The
registered direct offering was made without an underwriter,
placement agent, broker, or dealer.
The shares of Series A Preferred Stock described
above were offered by the Company pursuant to a shelf registration
statement on Form S-3, as amended (No. 333-261427), declared
effective by the Securities and Exchange Commission (“SEC”) on
December 16, 2021 (the “Registration Statement”). The shares of
Series A Preferred Stock were offered by means of two separate
prospectus supplements and accompanying base prospectus relating to
the offerings that form a part of the Registration Statement. A
final prospectus supplement and accompanying base prospectus for
each offering has been filed with the SEC and is
available on the SEC’s website at http://www.sec.gov. Copies
of the final prospectus supplement and accompanying base prospectus
for the underwritten public offering may be obtained from: Univest
Securities, LLC, 75 Rockefeller Plaza, 18th Floor, New York, NY
10019, by phone (212) 343-8888 or e-mail info@univest.us.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of, such shares of Series A Preferred Stock in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification of such shares
under the securities laws of any such state or jurisdiction.
About Soluna Holdings, Inc.
Soluna Holdings, Inc. (“SHI”) (Nasdaq: SLNH) is
the leading developer of green data centers that convert excess
renewable energy into global computing resources. SHI builds
modular, scalable data centers for computing intensive, batchable
applications such as cryptocurrency mining, AI and machine
learning. SHI provides a cost-effective alternative to battery
storage or transmission lines. SHI uses technology and intentional
design to solve complex, real-world challenges. Up to 30% of
the power of renewable energy projects can go to waste. SHI’s data
centers enable clean electricity asset owners to ‘Sell. Every.
Megawatt.’
For more information about SHI, please
visit www.solunacomputing.com or follow us on
LinkedIn at linkedin.com/solunaholdings and
Twitter @SolunaHoldings.
Forward Looking Statements
The statements in this press release, including
with respect to the offerings and use of proceeds from such
offerings, constitute forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements reflect
management’s current expectations, as of the date of this press
release, and are subject to certain risks and uncertainties that
could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. Actual
results could differ materially from those expressed or implied by
such forward-looking statements as a result of various factors,
including, but not limited to: (1) those risk factors set forth in
the Registration Statement; and (2) other risks and uncertainties
that may be detailed from time to time in SHI’s reports filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made.
Except as required by law, the Company assumes no obligation to
update or revise any forward-looking statements.
Investor Relations:
Kirin Smith, President PCG Advisory,
Inc.646.823.8656Ksmith@pcgadvisory.com
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