Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 4, 2022 (September 29, 2022)

SOLUNA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40261		14-1462255
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

325 Washington Avenue Extension

Albany, New York

12205

(Address of registrant's principal executive office)

(Zip code)

(518) 218-2550

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange

on which registered

Common Stock, par value

$0.001 per share

SLNH

The Nasdaq Stock Market LLC

9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

SLNHP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On Thursday, September 29, 2022, Soluna Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which a quorum was present. The matters voted upon at the Special Meeting and the results of such voting are set forth below.

Proposal One: Approval of issuance of shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) issuable upon the conversion of certain convertible notes and the exercise of certain warrants. This proposal received the following votes:

Votes For		Votes Against		Abstain	Broker Non-Votes
	5,961,656	204,054	135,792			-

Proposal Two: Approval of issuance of shares of Common Stock issuable upon the conversion of the Company’s Series B Convertible Preferred Stock and the exercise of certain warrants. This proposal received the following votes:

Votes For		Votes Against		Abstain	Broker Non-Votes
	5,964,249	201,158	136,095			-

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.