Item
1.01 Entry into a Material Definitive Agreement.
On April 26, 2022, Soluna Holdings, Inc., a Nevada
corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Univest
Securities, LLC, as representative of the several underwriters named therein, in connection with the offer and sale to such underwriters,
in a firm commitment public offering (the “Underwritten Offering”) of 525,714 shares (the “Underwritten Shares”)
of the Company’s 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”). Pursuant to the Underwriting Agreement, the Company also granted the underwriters
a 45-day option to purchase up to an additional 78,857 shares (the “Option Shares”) of the Series A Preferred Stock on the
same terms as the Shares sold in the Offering (the “Over-Allotment Option”). On April 29, 2022, the Company closed the Underwritten
Offering and issued and sold 525,714 shares of Series A Preferred Stock pursuant to the Underwriting Agreement for aggregate gross proceeds
of approximately $9.2 million less underwriting discounts of 7.0% ($0.6 million) and other offering fees and expenses, resulting in aggregate
net proceeds to the Company of approximately $8.56 million. In the event that the Over-Allotment Option is exercised by the underwriters
in full, that would result in additional aggregate gross proceeds of approximately $1.38 million less applicable underwriter discounts
and other offering fees and expenses. The Company intends to use the net proceeds from the Offerings (as defined below) primarily 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, and for working capital
and general corporate purposes, which include, but are not limited to, operating expenses.
Also pursuant to the Underwriting Agreement, the
Company agreed to issue to the Univest Securities, LLC, in connection with the Underwritten Offering, warrants to purchase up to a number
of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), representing 5% of the Underwritten
Shares and any Option Shares sold, at an initial exercise price of $9.152 per share, subject to certain adjustments (the “Underwriter’s
Warrants”). On April 29, 2022, the Company issued to Univest Securities, LLC or its designee Underwriter’s Warrants to purchase
up to 26,285 shares of Common Stock. In the event all of the Option Shares are sold, the Company will issue additional Underwriter’s
Warrants to purchase up to 3,942 shares of Common Stock to Univest Securities, LLC or its designee.
Concurrently with the Underwritten Offering, on April
29, 2022, pursuant to certain outstanding promissory notes in an aggregate principal amount of $20 million (the “Notes”)
issued to certain institutional lenders (the “Lenders”), which Notes provide the Lenders with an option to elect that such
Notes be repaid by the Company in shares of Series A Preferred Stock and subscription agreements, each dated April 29, 2022, by and between
the Company and each of the Lenders (the “Subscription Agreements”), the Company issued an aggregate of 1,142,857 shares
of Series A Preferred Stock (the “Registered Direct Shares” and, collectively with the Underwritten Shares, the “Shares”)
in full satisfaction of the Company’s obligations under the Notes in a registered direct offering (the “Registered Direct
Offering” and, together with the Underwritten Offering, the “Offerings”) . The Registered Direct Offering was made
without an underwriter, placement agent, broker or dealer.
The Underwritten Shares and the Option Shares offered
in the Underwritten Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to a prospectus supplement, dated April 26, 2022 (the “Underwritten Final Prospectus Supplement”) to the base prospectus included
in the Company’s 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”), and the Registered Direct Shares
issued in the Registered Direct Offering were registered under the Securities Act pursuant to a separate prospectus supplement dated April
26, 2022 (the “Registered Direct Final Prospectus Supplement” and, together with the Underwritten Prospectus Supplement, the
“Final Prospectus Supplements”) to the base prospectus included in Registration Statement. Each of the Final Prospectus Supplements
was filed with the SEC on April 29, 2022 and is available on the SEC’s website at http://www.sec.gov. Copies of the Underwritten
Prospectus Supplement may be obtained from the SEC’s website or from Univest Securities, LLC, 75 Rockefeller Plaza, Suite 18C, New
York, NY, 10019, by phone (212) 343-8888 or e-mail info@univest.us.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company and customary indemnification rights and obligations of the parties thereto. The foregoing descriptions
of the Underwriting Agreement, Underwriter’s Warrants and Subscription Agreement are qualified in their entirety by reference to
the full texts of the Underwriting Agreement, form of Underwriter’s Warrants and form of Subscription Agreement, copies of which
are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”)
and incorporated in this Item 1.01 by reference and into the Registration Statement.
The
Company is filing the opinion of its counsel, Sullivan & Worcester LLP, relating to the legality of the issuance and sale
of the Shares and the Option Shares as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Registration
Statement.