Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH),
the parent company of Soluna Computing, Inc. (“SCI”), a developer
of green data centers for Bitcoin mining and other intensive
computing, announced it has entered into a Securities Purchase
Agreement, with an initial purchase amount of $855,000 of common
stock and five-year warrants to purchase common stock, with certain
existing investors of the Company, including investors who have
previously funded the Company’s convertible note transaction. The
warrants are immediately exercisable and have an exercise price of
$0.76 per share, for a potential aggregate exercise price of up to
$1,710,000, if the warrants are exercised for cash in full.
Michael Toporek, CEO of Soluna Holdings, stated, “We remain
focused on completing the development and energization of our 50MW
Dorothy data center in Texas. Soluna appreciates the support of its
existing investors as it completes and energizes its flagship
Dorothy facility. We fundamentally believe Bitcoin and other
intensive computing can be a major catalyzer for the renewable
energy industry.”
Details of the Offering
The Company has entered into a Securities Purchase Agreement for
the purchase and sale of 1,125,000 shares of the Company’s common
stock and warrants to purchase up to an aggregate of 2,250,000
shares of the Company’s common stock, for an aggregate purchase
price of approximately $855,000, with certain existing investors of
the Company, including holders of the Company’s convertible notes.
The warrants will have an exercise price of $0.76 per share, are
exercisable immediately upon issuance, and will expire five years
following the date of issuance. The closing of this offering is
expected to occur on or about December 5, 2022, subject to the
satisfaction of customary closing conditions.
In addition, subject to the Company obtaining appropriate
stockholder approval as required by the Nasdaq Stock Market, as
applicable, the Company granted to the investors in the offering an
option to acquire (a) an aggregate of up to $855,000 of shares of
common stock and warrants within 120 days of the closing of this
offering, at the purchase price for the shares and accompanying
warrants which will be the lesser of (i) $0.76; or (ii) five
percent discount to the lowest bid price as reported for the
principal trading market for the five trading days prior to such
subsequent closing, provided that such price shall not be lower
than $0.50, and (b) an aggregate of up to $855,000 of shares of
common stock and warrants within 120 days of the closing of the
first subsequent closing, at the purchase price for the shares and
accompanying warrants which will be the lowest of (i) $0.76; (ii)
the purchase price at the first subsequent closing, or (iii) five
percent discount to the lowest bid price as reported for the
principal trading market for the five trading days prior to the
second subsequent closing, provided that such price shall not be
lower than $0.50.
The Company intends to use the net proceeds from this 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 (i.e. land and buildings) and business,
including but not limited to the Project Dorothy facility, and for
working capital and general corporate purposes.
In connection with this offering, the Company has agreed to
reduce the conversion price of the outstanding convertible notes
and the exercise price of certain outstanding warrants held by the
holders of the convertible notes to $0.76 per share, subject to the
Company obtaining appropriate stockholder approval as required by
the Nasdaq Stock Market, as applicable.
Univest Securities, LLC is acting as the exclusive placement
agent for the proposed registered direct offering.
The securities are being offered by the Company pursuant to a
"shelf" registration statement on Form S-3 (File No. 333-261427)
previously filed with the Securities and Exchange Commission (the
"SEC") and declared effective by the SEC on December 16, 2021. The
offering of the securities is made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement. A final prospectus supplement and
accompanying prospectus relating to the securities being offered
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC's website at http://www.sec.gov, and may
also be obtained from Univest Securities, LLC, 75 Rockefeller
Plaza, 18th Floor, New York, NY 10019, by phone (212) 343-8888 or
e-mail at info@univest.us.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Soluna Holdings, Inc (SLNH)
Soluna Holdings, Inc. is the leading developer of green data
centers that convert excess renewable energy into global computing
resources. Soluna builds modular, scalable data centers for
computing intensive, batchable applications such as Bitcoin mining,
AI and machine learning. Soluna provides a cost-effective
alternative to battery storage or transmission lines. Soluna 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. Soluna’s data centers enable clean electricity asset
owners to ‘Sell. Every. Megawatt.’
For more information about Soluna, please visit
www.solunacomputing.com or follow us on LinkedIn at
linkedin.com/solunaholdings and Twitter @SolunaHoldings.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “confident” and similar statements. These
forward-looking statements include, among others, statements
relating to the completion of the registered direct offering, the
satisfaction of customary closing conditions related to the
registered direct offering, the additional funds the Company may
receive if warrants are exercised in full and the intended use of
proceeds therefrom. Actual results may differ materially from those
projected or implied in these forward-looking statements. Factors
that may cause such a difference include, without limitation, risks
and uncertainties related to our ability to satisfy our debt
repayment obligations, conditions in the energy or cryptocurrency
industries, our ability to continue as a going concern, expected
funding of future cash expenditures, our ability to raise
additional capital, market and other conditions, the satisfaction
of customary closing conditions related to the registered direct
offering, and any additional delays in completing the Dorothy
facility and the impact of general economic, industry or political
conditions in the United States or internationally. You should not
place undue reliance on these forward-looking statements.
Additional risks and uncertainties relating to the registered
direct offering, Soluna and its business can be found under the
caption “Risk Factors” included in Soluna’s Annual Report on Form
10-K for the year ended December 31, 2021, and subsequent filings
that Soluna may make with the SEC in the future. Any
forward-looking statements contained in this press release speak
only as of the date hereof, and Soluna expressly disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20221205005264/en/
Contact Information Philip F. Patman, Jr. Chief Financial
Officer Soluna Holdings, Inc. ppatman@soluna.io
MZ Contact Brian M. Prenoveau, CFA MZ Group – MZ North
America SLNH@mzgroup.us 561 489 5315
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