Soluna Holdings, Inc
For the period ended Jul 21, 2025. Filed Jul 21, 2025.
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Jul 21, 2025 · Filed Jul 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A** INFORMATION**
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 |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| (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. |
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| ☐ | 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.: |
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Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | 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 ANNUAL MEETING OF STOCKHOLDERS
To be held on August 18, 2025
To the Stockholders of Soluna Holdings, Inc.
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Soluna Holdings, Inc. (the “Company”) to be held on August 18, 2025, at 10:00 a.m., Eastern Time. The Annual Meeting will be held virtually at the following virtual meeting link www.virtualshareholdermeeting.com/SLNH2025. You will be able to participate in the Annual Meeting as well as vote and submit your questions and examine our stockholder list during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/SLNH2025 and entering the 16-digit control number included on your proxy card (the “Proxy Card”). At the Annual Meeting, stockholders will be asked to consider and act upon the following matters:
| ● | To elect two director nominees to serve as Class II directors of the Board of Directors (the “Board”) for three-year terms expiring at the annual meeting of stockholders in 2028 (the “Director Proposal”); |
| ● | To approve one or more reverse stock splits of the then-outstanding shares of our common stock, par value $0.001 per share (the “common stock”), with no change to the number of authorized shares of common stock of the Company, having an aggregate ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50) (each, a “Reverse Stock Split” and, collectively, the “Reverse Stock Splits”), with the exact number, timing, and ratio within such aggregate range each to be determined by our Board in its discretion and included in a public announcement, to be effectuated at any time within one year after stockholder approval has been obtained (the “Reverse Stock Split Proposal”); |
| ● | To approve the adjournment of the Annual Meeting in the event that the number of shares of common stock and Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), present or represented by proxy at the Annual Meeting and voting “FOR” the approval of the Reverse Stock Split Proposal are insufficient to approve such proposal (the “Adjournment Proposal”); |
| ● | To ratify the appointment of UHY LLP as our independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Proposal”); and |
| ● | To consider any other matters that may properly come before the Annual Meeting, including any adjournment or postponement thereof. |
Only holders of our common stock and holders of record of our Series B Preferred Stock at the close of business on July 9, 2025 are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please submit your proxy to vote electronically via the Internet or by telephone, or please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. If you attend the Annual Meeting and prefer to vote during the Annual Meeting, you may do so even if you have already submitted a proxy to vote your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting.
| By Order of the Board of Directors | |
| /s/ Jessica Thomas | |
| Jessica Thomas | |
| July 21, 2025 | Chief Accounting Officer and Secretary |
|---|---|
| Albany, New York | |
PROXY STATEMENT TABLE OF CONTENTS
| ABOUT THE MEETING | 1 |
|---|---|
| PROPOSAL 1 | 6 |
| Continuing Directors | 7 |
| CORPORATE GOVERNANCE | 10 |
| Board of Directors Composition | 10 |
| Board of Directors Meetings | 10 |
| Director Independence | 10 |
| Board Committees | 11 |
| Board Leadership Structure and Role in Risk Oversight | 13 |
| Stockholder Communications | 14 |
| Code of Business Conduct and Ethics | 14 |
| Insider Trading Policy | 14 |
| Anti-Hedging Policy | 14 |
| Delinquent Section 16(a) Reports | 14 |
| INFORMATION CONCERNING EXECUTIVE OFFICERS | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Summary Compensation Table | 16 |
| Outstanding Equity Awards at December 31, 2024 | 17 |
| DIRECTOR COMPENSATION | 18 |
| EQUITY COMPENSATION PLAN INFORMATION | 23 |
| REPORT OF THE AUDIT COMMITTEE | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| TRANSACTIONS WITH RELATED PERSONS | 27 |
| PROPOSAL 2 | 29 |
| PROPOSAL 3 | 36 |
| PROPOSAL 4 | 37 |
| STOCKHOLDER PROPOSALS | 38 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 38 |
| OTHER MATTERS | 38 |
i
SOLUNA HOLDINGS, INC.
325 WASHINGTON AVENUE EXTENSION
ALBANY, NEW YORK 12205
PROXY STATEMENT
This proxy statement (this “Proxy Statement”) contains information related to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Soluna Holdings, Inc. (collectively, “we,” “us,” “our” or the “Company”) to be held on August 18, 2025 at 10:00 am Eastern Time. The Annual Meeting will be held virtually via a live webcast by visiting www.virtualshareholdermeeting.com/SLNH2025, or at such other time and place to which the Annual Meeting may be adjourned or postponed. In order to attend our Annual Meeting, you must log in to the Annual Meeting at www.virtualshareholdermeeting.com/SLNH2025 using the 16-digit control number provided to you on the proxy card that accompanied the proxy materials. In addition, unless the context otherwise requires, references to “stockholders” of record are to the holders of our common stock, par value $0.001 per share (the “common stock”), and holders of record of our Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), on July 9, 2025 (the “Record Date”). We refer to our common stock and our Series B Preferred Stock collectively from time to time in this Proxy Statement as “Voting Capital Stock.” Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate in the Annual Meeting as they would be afforded at an in-person meeting.
Proxies for the Annual Meeting are being solicited by the Board of Directors (the “Board”) of the Company. This Proxy Statement is first being made available to stockholders on or about July 21, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on August 18, 2025:
Our proxy materials including the Proxy Statement for the Annual Meeting, our annual report for the fiscal year ended December 31, 2024 and proxy card are available on the Internet at www.proxyvote.com. Under Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.