Soluna Holdings, Inc Announces Registered Direct Offering

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.