Soluna Holdings Inc
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
SLNH$0.52+13.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-045722
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010886
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 12 current paragraphs.
2 unchanged; 1 reworded; 9 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the SEC, filed on March 31, 2025, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. There have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results, however, and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.
Added paragraphs (9)
Current report
If we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
Current report
Our common stock is currently listed for trading on Nasdaq. On May 8, 2025, we received notice from The Nasdaq Stock Market LLC indicating that we are not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq (the “minimum closing bid price requirement”). We were provided an initial compliance period of 180 calendar days from the date of the notice, or until November 4, 2025, to regain compliance with the minimum closing bid price requirement, pursuant to Nasdaq Rule 5810(c)(3)(A). We may be eligible for an additional 180 calendar day compliance period. There can be no assurance that we will regain compliance with the minimum closing bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.
Current report
We will continue to monitor the closing bid price of our common stock and assess potential actions to regain compliance with the minimum closing bid price requirement and may, if appropriate, consider and effectuate available options, including implementation of a reverse stock split of our common stock. If we implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock.
Current report
We must regain compliance with Nasdaq’s minimum closing bid price requirement of $1.00 per share (and must continue to maintain compliance with Nasdaq’s other continued listing requirements), or risk delisting, which could have a material adverse effect on our business. If our common stock is delisted from Nasdaq, it could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, contractual counterparties, and employees and fewer business development opportunities. If our common stock were delisted, it could be more difficult to buy or sell our common stock or to obtain accurate quotations, and the price of our common stock could suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if at all.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Item 3. Defaults Upon Senior Securities
Removed paragraphs (12)
Previous report
We have a Limited History in the Cloud Service and Artificial Intelligence Business
Previous report
We are implementing a strategy to move into the cloud service business to provide green energy to power-intensive artificial intelligence applications. This is a new business for the Company and no history of operations in this industry from which to evaluate our future operating performance in this segment. Our ability to implement this strategy is dependent upon successfully deploy new supercomputers in conjunction with our strategic partner and to attract and retain customers in a very competitive market.
Previous report
Risks Related to the Standby Equity Purchase Agreement and Market Driven Evaluation
Previous report
Substantial blocks of our Common Stock may be sold into the market as a result of our being party to the SEPA.
Previous report
On August 12, 2024, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD (“YA”)., whereas we agreed to issue and sell to YA, from time to time, and YA agreed to purchase from us, up to $25 million of our shares of Common Stock. For more information regarding the terms and potential impacts of the SEPA, please refer to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 9, 2024 (File No. 333-282559).
Previous report
Pursuant to the SEPA, the price of our Common Stock could decline if there are substantial sales of shares of our Common Stock, if there is a large number of shares of our Common Stock available for sale, or if there is the perception that these sales could occur. Any issuances of shares of our Common Stock in any issuance will dilute the percentage ownership of stockholders and may dilute the per share projected earnings (if any) or book value of our Common Stock. Sales of a substantial number of shares of our Common Stock in the public market or other issuances of shares of our Common Stock to decline and may make it more difficult for you to sell your shares at a time and price that you deem appropriate.
Previous report
You may experience immediate and substantial dilution (or improvement) in the net tangible book value per share of our Common Stock.
Previous report
The offering price per share of our Common Stock in connection with the SEPA may or may not exceed the net tangible book value per share of our Common Stock outstanding prior to the SEPA. For example, assuming that an aggregate of between 5,000,000 and 10,000,000 shares of our Common Stock are sold pursuant to the SEPA at an assumed price of between $5.00 and $2.50 per share, respectively, for net proceeds of $25,000,000, you would experience accretion of $0.67/share or dilution of $0.37/share, respectively (calculated based on current share count) per share, representing the difference between our adjusted net tangible book value per share after giving effect to the SEPA and the assumed offering price.
Previous report
Under the SEPA, we do not have the right to control the timing and amount sales of our shares of Common Stock by YA.
Previous report
Sales of our Common Stock, if any, to YA under the SEPA will depend upon market conditions and other factors, and the discretion of YA. We may ultimately issue to YA all, some, or none of the shares of our Common Stock.
Previous report
Because the price for the shares will fluctuate based on the market prices of our Common Stock, it is not possible for us to predict, as of the date of this report and prior to any issuance of shares under the SEPA, the number of shares that we will issue to YA under the SEPA, and it is possible that the number of shares could be higher than the number of shares registered for resale by YA. In addition, unless we obtain stockholder approval, we will not be able to issue shares in excess of the Exchange Cap under the SEPA (or any other transaction that is integrated with the SEPA) in accordance with applicable Nasdaq rules. Further, the resale by YA of a significant amount of shares registered in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile.
Previous report
In connection with the SEPA, and the other Selling Holders, the Company issued shares of common stock which were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Northland Securities Inc. receives a brokerage commission of 6% of funds raised under the SEPA.
Reworded paragraphs (1)
Previous wording
Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the SEC, filed on April 1, 2024, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except as to the risk factors set forth below and to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations – Statement Concerning Forward Looking Statements), there have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results, however, and accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.
Current wording
Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the SEC, filed on March 31, 2025, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. There have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results, however, and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.