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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
16, 2024 (August 15, 2024)
SOLUNA
HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
Nevada |
|
001-40261 |
|
14-1462255 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
325
Washington Avenue Extension |
|
|
Albany,
New York |
|
12205 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (516) 216-9257
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.001 per share |
|
SLNH |
|
The
Nasdaq Stock Market LLC |
9.0%
Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share |
|
SLNHP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 |
Results
of Operations and Financial Condition. |
On
August 15, 2024, Soluna Holdings, Inc. issued a press release announcing its financial results for the three months ended June 30, 2024
and released a presentation providing a Company update and the earnings information. A copy of this press release is furnished as Exhibit
99.1 and the presentation is furnished as Exhibit 99.2.
The
information in Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 will not be treated as “filed” 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. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into
another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
SOLUNA
HOLDINGS, INC. |
|
|
|
Date:
August 16, 2024 |
By: |
/s/
John Tunison |
|
|
John
Tunison |
|
|
Chief
Financial Officer |
Exhibit 99.1
Soluna
Holdings Reports Strong Adjusted EBITDA and Q2’24 Results
362%
Increase in Revenue year-over-year
ALBANY,
NY, August 15, 2024 - Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), a developer of green
data centers for intensive computing applications including Bitcoin mining and AI, announced financial results for the second quarter
ended June 30, 2024.
John
Belizaire, CEO of Soluna, said, “I am honored to lead such a resilient team. This year’s quarterly results show a markedly
different company with many opportunities ahead. We have now successfully implemented all of our revenue diversification strategies and
I am proud that the results are beginning to show and that we have achieved significant project milestones this quarter.”
Belizaire
said, “Our venture into AI, the construction phase of Dorothy 2, the development of Project Kati, and the continued development
of our 2 GW pipeline represents the next frontier of growth for our enterprise.”
Finance
and Operational Highlights:
| ● | Strong
Revenue – Revenue increased by 362% to $9.7 million in the three months ended of
second quarter of 2024 compared to $2.1 million in the three months ended of second quarter
of 2023. |
| | |
| ● | Operating
loss – Operating loss significantly improved to $3.7 million in the three months
ended second quarter of 2024, a substantial 48% reduction from the $7.1 million operating
loss in the second quarter of 2023. |
| ● | Strong
Adjusted EBITDA – Adjusted EBITDA (non-GAAP) ramped to $1.8 million compared to
the second quarter of 2023 of ($2.0 million), an increase of $3.8 million driven by strong
revenue growth and cost discipline through the Bitcoin halving. |
| | |
| ● | Strong
Cash Growth – Unrestricted cash increased 50% from the end of 2023, reaching $9.6
million. |
| | |
| ● | HP
Enterprise Partnership – Soluna has partnered with Hewlett Packard Enterprise
to launch Soluna Cloud. By utilizing Soluna Cloud, enterprise customers can rapidly deploy
AI workloads on a more sustainable and scalable platform, made possible by renewable energy,
direct liquid cooling (DLC), and waste-heat recovery. |
| | |
| ● | Signed
Definitive Power Purchase Agreement with EDF Renewables – Project
Kati is Soluna’s second Renewable Computing data center project in Texas. It will be
co-located at a wind facility owned by EDF Renewables and Masdar. Project Kati will be executed
in two phases, with each phase delivering 83 MW of renewable energy capacity to power high-performance
computing applications, including Bitcoin Hosting and AI. |
| | |
| ● | Completed
Spring Demand Response Period and Began Summer Period – As part of its Demand Response
Plan, Soluna has earned $1.2 million for the six months ended June 2024 at Project Dorothy. |
| | |
| ● | Reduced
Convertible Debt – Driven by strong share price momentum and trading volume, Convertible
Note Holders reduced their principal balance through conversions from $7.7 million at the
end of the first quarter of 2024 to $5.3 million at the end of the second quarter of 2024. |
Adjusted
EBITDA by Quarter
Financial
Summary:
Key
financial results for the second quarter include:
| ● | The
strong second-quarter revenue of $9.7 million and the 4th consecutive quarter of positive
Adjusted EBITDA showcased our resilience, reflecting only a 22% revenue decrease compared
to the first quarter of 2024, despite the challenges posed by the Bitcoin halving in April,
which drove the lower Adjusted EBITDA, as expected. The second quarter resulted in a revenue
increase of 362% compared to the second quarter of 2023. |
| | |
| ● | Cryptocurrency
Mining Revenue increased by $3.6 million compared to the second quarter of 2023 when
Project Sophie switched to Data Hosting, and Project Dorothy 1B was energized in the third
quarter of 2023. |
| ● | Data
Hosting Revenue increased by approximately $3.7 million - compared to the second quarter
of 2023, primarily related to the energization and deployment of hosting customers at Project
Dorothy 1A and Project Sophie in 2023. |
| | |
| ● | Adjusted
EBITDA of $1.8 million – Adjusted EBITDA (non-GAAP) ramped from ($2.0 million)
in the second quarter of 2023 to $1.8 million in the second quarter of 2024, an increase
of $3.8 million driven by strong revenue growth and cost discipline. |
Revenue
& Cost of Revenue by Project Site
Second
Quarter 2024
Revenue
& Cost of Revenue by Project Site
Second
Quarter 2023
| ● | Gross
Profit improved by $4.5 million - as Project Sophie pivoted to Data Hosting and Project
Dorothy reached full energization, costs of revenue either met or exceeded expectations,
enabling strong Gross Profit (Loss) growth from ($390 thousand) for the second quarter of
2023 to $4.1 million for the second quarter of 2024. |
Gross
Profit by Quarter
| ● | Gross
profit for the second quarter of 2024 compared to the first quarter of 2024 decreased by
$2.8 million, while revenue declined by $2.9 million. This highlights the company’s
cost management practices and discipline. |
| | |
| ● | General
and administrative expenses, excluding depreciation and amortization for the second quarter
of 2024 increased by approximately $1.3 million in the second quarter of 2024 or 32% over
the second quarter of 2023 - to $5.4 million from $4.1 million. The increase in general
and administrative expenses was mainly due to employee-related expenses, legal fees, investor
relations, and professional fees which are partially offset by a decrease in stock compensation
expenses. |
The
unaudited financial statements are available online, here. A presentation of this Second Quarter Update can also be found online,
here.
___
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. Soluna Holdings, Inc. may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases
and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are
not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s
filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release,
and Soluna Holdings, Inc. undertakes no duty to update such information, except as required under applicable law.
In
addition to figures prepared in accordance with GAAP, Soluna from time to time presents alternative non-GAAP performance measures, e.g.,
EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per share, free cash flow. These measures should be considered in
addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance measures are not
subject to GAAP or any other generally accepted accounting principle. Other companies may define these terms in different ways.
About
Soluna Holdings, Inc (SLNH)
Soluna
is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops and operates
digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers
are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including
Bitcoin Mining, Generative AI, and other compute intensive applications. Soluna’s proprietary software MaestroOS(™) helps
energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit
solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings.
Contact
Information
John
Tunison
Chief
Financial Officer
Soluna
Holdings, Inc.
jtunison@soluna.io
Exhibit
99.2
v3.24.2.u1
Cover
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|
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|
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