UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
As previously announced, on October 29, 2021, Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated (the “Company”), completed the Soluna Callisto acquisition, pursuant to an Agreement and Plan of Merger dated as of August 11, 2021 (the “Merger Agreement”), by and among the Company, Soluna Callisto Holdings, Inc. and SCI Merger Sub, Inc. As a result of the merger, the holders of Soluna Callisto’s common stock immediately prior to the effective time of the merger have the right to receive a proportionate share of up to 2,970,000 shares (the “Merger Shares”) of the Company’s common stock payable upon the achievement of certain milestones within five years after the effective date in the merger, as set forth in the merger agreement and the schedules thereto.
Due to conditions being met within the Merger Agreement in relation to energization and retention of employees, the Company has advised SCI US Holdings LLC, a Delaware limited liability company, who is the sole Effective Time Holder (as defined in the Merger Agreement) of the right to receive the Merger Shares and that 495,000 Merger Shares were issued on May 26, 2023. SCI US Holdings LLC has consented to the issuance of such Merger Shares as required under the Merger Agreement and has directed the Company to issue such Merger Shares to its affiliate, HEL. Following the issuance of the 495,000 Merger Shares, a total of 2,475,000 Merger Shares remain available for possible issuance pursuant to the terms of the Merger Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 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.
| Date: June 2, 2023 | SOLUNA HOLDINGS, INC. | |
| By: | /s/ David Michaels | |
| Name: | David Michaels | |
| Title: | Chief Financial Officer | |