Univest Securities, LLC, a member of FINRA and SIPC, and a
full-service investment bank and securities broker-dealer firm
based in New York, today announced the closing of an underwritten
public offering of 525,714 shares of 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 price to the public of $17.50 per share, by its
client 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. In addition, the Company also announced the
closing of its concurrent registered direct offering of 1,142,857
shares of Series A Preferred Stock to certain institutional
lenders, 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 millions 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 are listed on the Nasdaq Stock Market LLC
under the symbol “SLNHP”.
In connection with the underwritten public
offering, SHI granted Univest Securities, LLC a 45-day option to
purchase up to an additional 78,857 shares of the Series A
Preferred Stock to cover over-allotments at the public offering
price of $17.50 per share, less underwriting discounts and
commissions, to cover over-allotments, if any. Univest Securities,
LLC may exercise this option at any time and from time to time
during the 45-day period from the closing of the offering.
SHI intends to use the net proceeds from the
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 this 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 (File 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 these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Univest Securities, LLC
Registered with FINRA since 1994, Univest
Securities, LLC provides a wide variety of financial services to
its institutional and retail clients globally including brokerage
and execution services, sales and trading, market making,
investment banking and advisory, wealth management. It strives to
provide clients with value-add service and focuses on building
long-term relationship with its clients. For more information,
please visit: www.univest.us.
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
This press release contains forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements that
are other than statements of historical facts. These statements are
subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology,
economic conditions, the impact of competition and pricing,
government regulations, and other risks contained in reports filed
by SHI with the Securities and Exchange Commission. All such
forward-looking statements, whether written or oral, and whether
made by or on behalf of SHI, are expressly qualified by this
cautionary statement and any other cautionary statements which may
accompany the forward-looking statements. In addition, Univest
Securities, LLC and the Company disclaim any obligation to update
any forward-looking statements to reflect events or circumstances
after the date hereof.
For more information, please contact:
Univest Securities, LLC
Edric Guo Chief
Executive Officer 75 Rockefeller Plaza, Suite 1838 New
York, NY 10019 Phone: (212) 343-8888 Email: info@univest.us
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