Soluna Holdings, Inc
For the period ended Oct 14, 2025. Filed Oct 14, 2025.
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Oct 14, 2025 · Filed Oct 14, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240. 14a-12 |
SOLUNA HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(B) per Exchange Act Rules 14(a)-6(i)(1) and 0-11 |
SOLUNA HOLDINGS, INC.
325 Washington Avenue Extension
Albany, New York 12205
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A Special Meeting of Stockholders (the “Special Meeting”) of Soluna Holdings, Inc. (the “Company”) will be held on Friday, November 7, 2025, at 10:00 a.m., Eastern Time. The Special Meeting will be held via the internet. Stockholders will be able to listen, vote and ask questions regardless of location via the internet at www.virtualshareholdermeeting.com/SLNH2025SM by using the 16-digit control number included on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will not be able to attend the Special Meeting in person. The Special Meeting is being held for the purposes of:
| 1. | To approve an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the number of shares of common stock of the Company, par value $0.001 per share (the “common stock”), authorized for issuance thereunder from 75,000,000 shares to 375,000,000 shares; and |
| 2. | To approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the amendment to the Articles. |
Only holders of record of our common stock at the close of business on October 1, 2025 will be entitled to attend and vote at the Special Meeting. The proxy materials will be furnished to the stockholders on or about October 14, 2025.
By Order of the Board of Directors
/s/ Jessica Thomas
Jessica Thomas
Chief Accounting Officer and Secretary
October 14, 2025
Albany, New York
You are cordially invited to attend the virtual Special Meeting of stockholders via live webcast at www.virtualshareholdermeeting.com/SLNH2025SM by entering the 16-digit control number on the proxy card accompanying your proxy materials. Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote if you attend the virtual meeting via webcast. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| INFORMATION CONCERNING THE SPECIAL MEETING | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 2 |
| PROPOSAL 1: APPROVAL OF THE PROPOSAL TO INCREASE AUTHORIZED SHARES | 7 |
| PROPOSAL 2: APPROVAL OF THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES | 9 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 10 |
| PROPOSALS OF STOCKHOLDERS FOR THE 2026 ANNUAL MEETING | 12 |
| OTHER BUSINESS | 13 |
| APPENDIX A | A-1 |
**SOLUNA HOLDINGS, INC.
325 Washington Avenue Extension
**Albany, New York 12205
Telephone: (516) 216-9257
**PROXY STATEMENT
FOR THE 2025 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, NOVEMBER 7, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.