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 1.01 Entry into a Material Definitive Agreement.
Amendment to June 2024 Secured Note Financing
As disclosed in a Current Report on Form 8-K filed by Soluna Holdings, Inc., a Nevada corporation (the “Company”), on June 24, 2024 (the “Original Form 8-K”), Soluna AL CloudCo, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“CloudCo”), Soluna Cloud, Inc., a Nevada corporation, indirect wholly owned subsidiary of the Company, and parent of CloudCo (“Soluna Cloud”), the Company, and the accredited investor named therein (the “Existing Investor”), are parties to a Note Purchase Agreement, dated as of June 20, 2024 (the “June SPA”).
On July 12, 2024, the Company, CloudCo, Soluna Cloud and the Existing Investor entered into a First Amendment to Note Purchase Agreement (the “June SPA Amendment”), which amended the June SPA to permit CloudCo to issue additional secured promissory notes in an aggregate principal amount equal to $1,250,000 (the “Additional Notes”) to additional accredited investors (the “Additional Investors”). The Additional Notes are subject to the same terms and conditions set forth in the Notes (as defined in the Original Form 8-K) and have the credit support provided by the Cloud Agreements (as defined in the Original Form 8-K) and the Holdings Agreements (as defined in the Original Form 8-K).
As further inducement for the Additional Investors to purchase the Additional Notes, Soluna Cloud will issue to each Additional Investor a warrant (collectively, the “Warrants”) exercisable within three years following the effective date of the June SPA Amendment for a number of shares of common stock of Soluna Cloud equal to the sum of (a) 1.25% of Soluna Cloud’s issued and outstanding common stock as of the date of the Warrants, divided by 0.9875, plus (b) 1.25% of each Qualified Issuance (as defined below), divided by 0.9875. For purposes of the Warrants, “Qualified Issuance” means (y) each issuance of common stock of Soluna Cloud during the period commencing on the day after the date of the Warrants and ending on the earlier to occur of (i) the conclusion of up to an additional $111,250,000 of capital raised, whether in the form of debt, equity, mixed or otherwise, by Soluna Cloud and its subsidiaries, and (ii) December 31, 2024, and (z) the number of shares of common stock of Soluna Cloud issuable upon the exercise or conversion of any convertible securities of CloudCo issued during such period (other than certain issuances pursuant to CloudCo’s equity compensation plans).
The foregoing description of the June SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the June SPA Amendment, a copy of which will be filed with the Company’s next applicable periodic period in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the June SPA Amendment is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants is incorporated by reference in this Item 3.02. The Warrants are being issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act and exempt from registration or qualification under applicable state securities laws. The Warrants are being issued solely to “accredited investors” (as defined by Rule 501 under the Securities Act).
Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the closing of the transactions contemplated by the June SPA Amendment. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” with the Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release Announcing June SPA Amendment. | |
| 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: July 17, 2024 | SOLUNA HOLDINGS, INC. | |
| By: | /s/ John Tunison | |
| Name: | John Tunison | |
| Title: | Chief Financial Officer | |