Soluna Holdings, Inc
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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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.
Jun 30, 2025 · Filed Aug 14, 2025
SLNH$0.52+13.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010886
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024045
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 144 previous paragraphs and 157 current paragraphs.
86 unchanged; 41 reworded; 20 added; 15 removed; 2 previous and 10 current paragraphs rearranged.
Tables are not compared: 19 previous and 23 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.
Added paragraphs (20)
Current report
Chief Financial Officer Resignation and Appointment
Current report
On August 5, 2025, John Tunison, the Company’s Chief Financial Officer, notified the Company that, effective August 21, 2025, he will resign from his position as Chief Financial Officer and Treasurer of the Company. In connection with Mr. Tunison’s resignation, on August 8, 2025, David C. Michaels, a member of the Company’s Board of Directors, was appointed as the Company’s interim Chief Financial Officer and Treasurer, effective August 21, 2025.
Current report
Project Kati Financing
Current report
On July 22, 2025, the Company closed a $20 million round of financing from Spring Lane Capital for a 35 megawatt (MW) expansion of Project Kati in Texas with Project Kati 1. The funds will be used for the construction of Project Kati 1 beginning in the third quarter of 2025.
Current report
July 2025 Public Offering
Current report
On July 15, 2025, the Company entered into a securities purchase agreement with the purchasers signatory thereto, pursuant to which the Company sold in a public offering (the “July 2025 Offering”) an aggregate of (i) 8,794,544 shares of common stock (each a “Share” and collectively, the “Shares”); (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 296,365 shares of common stock; (iii) Series A warrants (the “Series A Warrants”) to purchase 9,090,909 shares of common stock; and (iv) Series B warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Common Warrants”) to purchase 9,090,909 shares of common stock,.
Current report
Each Share or Pre-Funded Warrant was sold together with one Series A Warrant to purchase one Share and one Series B Warrant to purchase one Share. The combined public offering price for each Share (or Pre-Funded Warrant) and accompanying Common Warrants was $0.55. The Pre-Funded Warrants have an exercise price of $0.001 per share, are exercisable immediately upon issuance and will expire when exercised in full. Each Common Warrant has an exercise price of $0.55 per share and is exercisable immediately upon issuance. The Series A Warrants will expire on the five-year anniversary of the initial exercise date and the Series B Warrants will expire on the twenty-four-month anniversary of the initial exercise date.
Current report
The net proceeds of the July 2025 Offering, after deducting the fees and expenses of the placement agent, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Common Warrants, is approximately $4.3 million. The July 2025 Offering closed on July 17, 2025.
Current report
During the three months ended June 30, 2025, the Company sold 3,340,663 shares of common stock pursuant to the ATM Agreement for net proceeds of $2.2 million after deducting sales agent commissions of approximately $88 thousand. The Company has sold 1,867,824 shares of common stock pursuant to the ATM Agreement subsequent to June 30, 2025 for additional net proceeds of approximately $1.4 million.
Current report
Project Annie
Current report
We have signed a term sheet for power for Project Annie, a new 75 MW data center co-located with a 114 MW solar farm in Northeast Texas. The solar farm is owned by a new power partner–a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally.
Current report
Cryptocurrency Mining Revenue: Cryptocurrency mining revenue decreased between the three months ended June 30, 2025 compared to the three months ended June 30, 2024 related to the Bitcoin halving event that occurred in April 2024, resulting in a $1.0 million decrease from price and a $583 thousand decrease due to volume driven primarily by aging of miners and higher curtailment in 2025 which resulted in fewer available hours.
Current report
Demand Response Service: Demand response service revenue was lower in the three months ended June 30, 2025 compared to the three months ended June, 2024 due to the fact that the capacity of MWs that we bid on were less due to known outages in the Texas area, as well as the aging of machines for D1B.
Current report
Loss on Debt Extinguishment and Revaluation, net: For the three months ended June 30, 2025, there was no gain or loss on extinguishment or revaluation of debt.
Current report
For the three months ended June 30, 2024, we had a loss on debt revaluation of approximately $5.6 million, which was in relation to approximately $4.0 million for the convertible notes, due to factors including assumptions on conversions and payouts, annual volatility, and stock price conditions on the dates of valuations compared to what the noteholders could convert at as of June 30, 2024. In addition, there was a $1.6 million loss on the valuation of a warrant liability. The warrant liability was ultimately reversed when Shareholder approval occurred on May 30, 2024, however, we needed to revalue the warrants as of May 30, 2024, which created a loss of approximately $1.6 million due to mainly changes in the stock price.
Current report
***Other expense, net:***Other expense, net increased by approximately $497 thousand for the 3 months ended June 30, 2025 compared to June 30, 2024. For the three months ended June 30, 2025, we incurred a loss compensation cost of approximately $291 thousand in relation to the Las Majadas wind farm, and approximately $255 thousand financing expense mainly in relation to consent fees for the ATM Agreement draws, in addition to FINRA and SEC filing charges. For the three months ended June 30, 2024, other expense, net was approximately $49 thousand, related to an extension fee expense of approximately $325 thousand in relation to the Convertible Notes, offset with a gain on settlement of litigation with Atlas Technology Group LLC (“Atlas”) of approximately $254 thousand, in addition to some small additional other income items.
Current report
Consolidated Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024.
Current report
The following table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performance computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the six months ended June 30, 2025:
Current report
The following table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performance computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the six months ended June 30, 2024:
Current report
The cost remained consistent between the six months ended June 30, 2025 and the six months ended June 30, 2024.
Removed paragraphs (15)
Previous report
Soluna Cloud – Termination of HPE Agreement
Previous report
Soluna launched Project Ada- its GPU-as-a-Service business via Soluna Cloud, Inc. (“Soluna Cloud”) earlier in 2024 in order to achieve two primary goals:
Previous report
As a point of entry into Project Ada, Soluna AL CloudCo, LLC (“CloudCo”), a subsidiary of Soluna Cloud, entered into the HPC & AI Cloud Services Agreement and HPE Greenlake Services Custom Statement of Work with Hewlett Packard Enterprise Company (“HPE”) on June 18, 2024 (together with the associated Statement of Work, the “HPE Agreement”), that provided data center and cloud services for artificial intelligence (“AI”) and supercomputing applications, utilizing NVIDIA H100 Graphic Processing Units (“GPUs”).
Previous report
At the time of launch, the market for NVIDIA H100 GPUs was characterized by constrained supply and strong pricing, which aligned with the economics of the fixed-cost HPE Agreement. However, by the end of 2024, the GPU market shifted significantly. Lead times for NVIDIA H100 GPUs shortened from over 50 weeks in 2023 to 8–12 weeks by the end of 2024, easing supply constraints and reducing urgency among buyers. At the same time, market demand shifted toward larger GPU clusters than those available under the HPE Agreement, making it difficult to secure long-term, reserved contracts at profitable rates. The expected release of NVIDIA’s H200 Blackwell architecture also caused some customers to delay purchases. Although release timelines were impacted by design issues, the prospect of next-generation technology contributed to hesitancy in NVIDIA H100 GPU acquisition. Competitive pressure from alternative GPU vendors further softened demand and market pricing. As a result, Soluna Cloud’s business progressed more slowly than anticipated. Revenues were first recognized in December 2024, with modest growth in early 2025. During the last six months, our engagement with potential financing and operating partners for AI/HPC confirmed that rather than continuing the effort to lease and resell GPU/HPC chips, refocusing on our core strength - creating, developing, financing and operating our extensive pipeline of potential bitcoin and AI hosting facilities - will create far more value for us and our shareholders.
Previous report
In light of these developments, on March 24, 2025, CloudCo sent notice of its termination of the HPE Agreement for convenience. Subsequently, on March 26, 2025, HPE sent notice of its termination of the HPE Agreement for cause, effective immediately, due to CloudCo’s material breach of its payment obligations that remained uncured for more than thirty (30) days. In accordance with the terms of the HPE Agreement, upon a termination for cause by HPE, CloudCo must pay HPE the remaining payment stream under the term of the HPE Agreement of approximately $19.3 million as of March 31, 2025, including all upfront payments and monthly charges, plus any fees incurred for the terminated Services (as defined in the HPE Agreement).
Previous report
June SPA Modification
Previous report
On March 23, 2025, the Note Parties entered into a Modification Agreement (the “Modification Agreement”) to, among other things, (i) provide for the deposit of 1,000,000 shares (the “Escrow Shares”) of our common stock into an escrow account maintained by Northland Securities, Inc., pursuant to an escrow agreement (as further described below), (ii) provide for the issuance to the Investor of a warrant to purchase shares of our common stock upon the release by the Investor of its lien on our property, (iii) amend the payment schedule of the Note to provide (a) for each of the six scheduled payments occurring after the earlier of the effectiveness of a registration statement for the resale of the Registrable Securities (as defined below) or the date that the Registrable Securities may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), without any information requirements, the amount of principal and interest payable on such date shall be reduced by 50% (the aggregate amount of the six months of such reductions, the “Specified Amount”) and (b) if the aggregate amount of payments on the Note applied from the proceeds of the sale of the Escrow Shares on or prior to the last six scheduled payments is less than the Specified Amount (such difference, the “Make Whole Amount”), than the amount of each of the remaining scheduled payments shall be increased by an amount equal to the Make Whole Amount divided by the number of remaining scheduled payments, (iv) modify the Note such that the Note is now convertible into up to 2,500,000 shares (the “Conversion Shares”) of our common stock based on a conversion price of $5.00, (v) amend the Note to provide that we will be a direct co-obligor with CloudCo under the Note, and (vi) amend the SPA to allow us to organize or incorporate any subsidiary, over which we shall have voting or beneficial control, which is being formed with the intent to engage in a business or line of business substantially similar to that of Soluna Cloud or the Company, without first paying all of the principal and interest due under the Note and without first obtaining Investor’s prior written consent.
Previous report
The net proceeds from dispositions of the Escrow Shares (i) at a price of up to $4.00 per share shall be applied to reduce the outstanding principal balance of the Note and (ii) at a price greater than $4.00 per share shall be applied first to reduce the outstanding principal balance of the Note in an amount equal to $4.00 per share of our common stock and then to the Investor. The outstanding share numbers in this filing do not give effect to the 1,000,000 Escrow Shares to be deposited by the Company in escrow.
Previous report
Also under the Modification Agreement, we agreed to register for resale the Escrow Shares and Conversion Shares (together, the “Registrable Securities”) as promptly as commercially practicable, as determined by us, following the registration for resale of certain other securities. We also agreed to register for resale the shares of our common stock issuable upon exercise of the Warrant as promptly as commercially practicable, as determined by us, after the issuance of the Warrant.
Previous report
Subsequently, we and the Investor mutually agreed that the 1,000,000 Escrow Shares would instead be issued directly to the Investor, and, on April 29, 2025, we issued 1,000,000 shares of common stock to the Investor.
Previous report
Galaxy Note
Previous report
SEPA
Previous report
On August 12, 2024, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“YA”). Pursuant to the terms of the SEPA, we agreed to issue and sell to YA, from time to time, and YA agreed to purchase from us, up to $25 million of shares of our common stock (the “SEPA Shares”). We and YA also entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to prepare and file with the SEC a Registration Statement on Form S-1, registering the resale of the SEPA Shares. On November 12, 2024, we filed a registration statement on Form S-1 (File No. 333-282559) with the SEC for the resale by YA of 3,000,000 SEPA Shares, which was declared effective by the SEC on February 5, 2025. As of the date of this report, we have issued and sold approximately 1.5 million shares of our common stock to YA pursuant to the SEPA for aggregate net proceeds to us of approximately $2.0 million. We intend to continue issuing shares of our common stock to YA pursuant to the SEPA in future periods.
Previous report
***Cost of High-Performance Computing Services:***Cost of high-performance computing services include operating expenses related to high performance computing services. The costs of high-performance computing services were not material for the three months ended March 31, 2025 and there were no services for the three months ended March 31, 2024. We do note that due to the termination of the HPE Agreement on March 24, 2025, we recognized a loss of approximately $28.6 million for the year ended December 31, 2024, which represented the remaining obligations.
Previous report
We continued positive Adjusted EBITDA from the third quarter of 2023 through the second quarter of 2024. Effective July 1, 2024 we entered into an agreement for services where the quarterly service expense was approximately one million in each third and fourth quarter of 2024. The agreement was terminated in March 2025, and we have seen a Adjusted EBITDA improve from the third quarter of 2024 through the first quarter of 2025.
Reworded paragraphs (41)
Previous wording
The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025.
Current wording
The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Annual Report”).
Previous wording
In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ include those set forth in Part I Item 1A-Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.
Current wording
In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ include those set forth in Part I Item 1A-Risk Factors in our Annual Report and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.
Previous wording
The profitability of this business is affected by several variables, including the market price of Bitcoin, global network hash rate, mining difficulty, electricity and infrastructure costs, and mining pool fees. In addition, Bitcoin undergoes a periodic “halving” event approximately every four years, reducing the Block Reward and potentially impacting future revenue. For the three months ended March 31, 2025, our Bitcoin Mining Business represented approximately 51% of total revenue.
Current wording
The profitability of this business is affected by several variables, including the market price of Bitcoin, global network hash rate, mining difficulty, electricity and infrastructure costs, and mining pool fees. In addition, Bitcoin undergoes a periodic “halving” event approximately every four years, reducing the Block Reward and potentially impacting future revenue. For the three and six months ended June 30, 2025, our Bitcoin Mining Business represented approximately 46% and 48% of total revenue. For the three and six months ended June 30, 2024, our Bitcoin Mining Business represented approximately 46% and 49% of total revenue.
Previous wording
For the three months ended March 31, 2025, our Bitcoin Hosting Business accounted for approximately 40% of total revenue. Revenue in this business was concentrated among a small number of customers. For the three months ended March 31, 2025, three customers made up approximately 83% of hosting revenue and 33% of total revenue.
Current wording
For the three and six months ended June 30, 2025, our Bitcoin Hosting Business accounted for approximately 51% and 46% of total revenue. For the three and six months ended June 30, 2024, our Bitcoin Hosting Business accounted for approximately 51% and 46% of total revenue. Revenue in the Bitcoin Hosting Business was concentrated among a small number of customers. For the three months ended June 30, 2025, three customers made up approximately 79% of hosting revenue and 40% of total revenue. For the six months ended June 30, 2025, three customers made up approximately 80% of hosting revenue and 37% of total revenue.
Previous wording
In June 2024, we began providing GPU-as-a-Service in partnership with Hewlett Packard Enterprise Company (“HPE”), offering GPU resources to startups, enterprises, and GPU marketplaces for a fee. As further described below in “Recent Developments”, we terminated our agreement with HPE.
Current wording
In June 2024, we began providing GPU-as-a-Service in partnership with Hewlett Packard Enterprise Company (“HPE”), offering GPU resources to startups, enterprises, and GPU marketplaces for a fee. As further described in our Annual Report, we terminated our agreement with HPE.
Previous wording
Our first planned AI/HPC colocation project isProject Kati, which is in advanced development. Additional projects, including the announcedProject Rosa, are also in progress. For the fiscal year 2024 and the three months ended March 31, 2025, we generated minimal revenue from our HPC Business.
Current wording
Our first planned AI/HPC colocation project isProject Kati, which is in advanced development. Additional projects, including the announcedProject Rosa, are also in progress. For the fiscal year 2024 and the six months ended June 30, 2025, we generated minimal revenue from our HPC Business.
Previous wording
For the three months ended March 31, 2025, our Demand Response Business represented approximately 9% of total revenue.
Current wording
For the three and six months ended June 30, 2025, our Demand Response Business represented approximately 3% and 6% of total revenue. For the three and six months ended June 30, 2024, our Demand Response Business represented approximately 3% and 5% of total revenue.
Previous wording
As of March 31, 2025, we operate approximately 75 MW of capacity across two active sites located in Murray, Kentucky and Silverton, Texas. An additional 48 MW is under construction at our D2 project site, and as of March 31, 2025, we had over 623 MW of facilities in advanced development or near shovel-ready status. In total, our project pipeline includes over 2.6 gigawatts (GW) of renewable energy-powered data center developments.
Current wording
As of June 30, 2025, we operate approximately 91 MW of capacity across two active sites located in Murray, Kentucky and Silverton, Texas. An additional 32 MW is under construction at our D2 project site, and as of June 30, 2025, we had over 650 MW of facilities in advanced development or near shovel-ready status. In total, our project pipeline includes over 2.8 gigawatts (GW) of renewable energy-powered data center developments.
Previous wording
During 2023, we transitioned our flagship data center Project Dorothy from construction to operations. This data center is co-located with Briscoe Wind Farm (“Briscoe”), a 150 MW wind power generation facility in Silverton, Texas. The project comprises three phases, D1A, and D1B, each 25 MW facilities, and D2 (48 MW).
Current wording
During 2023, we transitioned our flagship data center Project Dorothy from construction to operations. This data center is co-located with Briscoe Wind Farm (“Briscoe”), a 150 MW wind power generation facility in Silverton, Texas. The project comprises three phases, D1A and D1B (each 25 MW facilities), and D2 (48 MW facility).
Previous wording
D1A is focused on Bitcoin Hosting for some of the industry’s hyperscale miners. There are approximately 7,800 Bitcoin miners installed at D1A, which as of March 31, 2025, resulted in a hashrate of approximately 900 TH/s. For the year ended December 31, 2024, D1A consumed over 45,700 MWh of Curtailed Energy and for the three months ended March 31, 2025, D1A consumed over 11,900 MWh of Curtailed Energy.
Current wording
D1A is focused on Bitcoin Hosting for industry hyperscale miners. There are approximately 7,800 Bitcoin miners installed at D1A, which as of June 30, 2025, resulted in a hashrate of approximately 900 TH/s. For the year ended December 31, 2024, D1A consumed over 45,700 MWh of Curtailed Energy and for the three and six months ended June 30, 2025, D1A consumed over 12,100 and 24,000 MWh of Curtailed Energy.
Previous wording
D1B is focused on proprietary Bitcoin Mining. There are approximately 7,700 Bitmain Antminer S19s, S19j Pro and S19j Pro+ machines installed, resulting in an installed hashrate of 817 PH/s. For the year ended December 31, 2024, D1B consumed over 44,500 MWh of Curtailed Energy and for the three months ended March 31, 2025, D1B consumed over 13,000 MWh of Curtailed Energy. D1B is co-owned by Navitas, which owns approximately 49% of D1B, while we own the remaining 51%.
Current wording
D1B is focused on proprietary Bitcoin Mining. There are approximately 6,900 Bitmain Antminer S19s, S19j Pro and S19j Pro+ machines installed, resulting in an installed hashrate of 817 PH/s. For the year ended December 31, 2024, D1B consumed over 44,500 MWh of Curtailed Energy and for the three and six months ended June 30, 2025, D1B consumed over 11,300 MWh and 24,400 MWh of Curtailed Energy. D1B is co-owned by Navitas, which owns approximately 49% of D1B, while we own the remaining 51%.
Previous wording
We began planning for the 48 MW expansion of Project Dorothy in 2023 – known as Project Dorothy 2. We partnered with SLC who agreed to finance up to $30 million of the project cost. We closed the initial financing contribution and operation agreement with SLC in July 2024 and broke ground in the third quarter of 2024. Initial energization and ramp-up is expected by the end of the second quarter of 2025. This will enable the commencement of the commissioning of the first of 3 phases, each of 16MW, that will occur between May and October 2025 when the site is expected to be fully operational. As each phase is commissioned, it will begin to generate revenue, both due to Bitcoin Hosting and Demand Response Services. D2 features a superior financial waterfall structure and enhanced management and development fees for Soluna compared to D1A, allowing us to benefit from improved income once the facility is operational.
Current wording
We began planning for the 48 MW expansion of Project Dorothy in 2023 – known as Project Dorothy 2. We partnered with SLC who agreed to finance up to $30 million of the project cost. We closed the initial financing contribution and operation agreement with SLC in July 2024 and broke ground in the third quarter of 2024. Initial energization and ramp-up began as of May 2025. This has enabled the commencement of the commissioning of the first of 3 phases, each of 16MW, that began in May 2025 and is expected to continue through October 2025 when the site is expected to be fully operational. As each phase is commissioned, it will begin to generate revenue, both due to Bitcoin Hosting and Demand Response Services. D2 features a superior financial waterfall structure and enhanced management and development fees for Soluna compared to D1A, allowing us to benefit from improved income once the facility is operational.
Previous wording
Sophie is focused on Bitcoin Hosting of multiple large customers. The data center generates revenue via a combination of fixed services fees and profit share, while energy cost is passed through. As of March 31, 2025, there are approximately 8,600 Bitcoin miners installed or contracted to be installed, resulting in an installed hashrate of approximately 1.07 EH/s and achieved a PUE of 1.03.
Current wording
Sophie is focused on Bitcoin Hosting of multiple large customers. The data center generates revenue via a combination of fixed services fees and profit share, while energy cost is passed through. As of June 30, 2025, there are approximately 9,480 Bitcoin miners installed or contracted to be installed, resulting in an installed hashrate of approximately 1.24 EH/s and achieved a PUE of 1.03.
Previous wording
We are developing Project Kati in Willacy County, Texas, which is expected to be developed into 166 MW of data centers for HPC, Bitcoin Hosting and other computing-intensive applications. It is co-located with a 272.6MW wind farm in Texas. We have completed the necessary studies for the ERCOT planning phase, which is the last formal step to secure approvals by regulatory agencies or grid operators, such as ERCOT in Texas, to proceed with project construction and commissioning. We have also completed the necessary amendments to the interconnection agreements with American Electric Power, the transmission service provider. We have also secured land, contingent on reaching final agreement with local government and schools regarding taxation, for the project and have started capital formation activities.
Current wording
We are developing Project Kati in Willacy County, Texas, which is expected to be developed into 166 MW (broken out in 2 phases) of data centers for HPC, Bitcoin Hosting and other computing-intensive applications. It is co-located with a 272.6MW wind farm. We have completed the necessary studies for the ERCOT planning phase, which is the last formal step to secure approvals by regulatory agencies or grid operators, such as ERCOT in Texas, to proceed with project construction and commissioning. We have completed the necessary amendments to the interconnection agreements with American Electric Power, the transmission service provider. We have secured land, contingent on reaching final agreement with local government and schools regarding taxation, for the project and have started capital formation activities. On July 22, 2025, we finalized a contribution agreement from SLC for the first 35 MW of the 83 MW phase of Kati 1 with the goal of achieving initial energization by the first quarter of 2026.
Previous wording
We are developing Project Rosa in Snyder, Texas, which is expected to be up to 187 MW of data center capacity for AI and Bitcoin Hosting and other computing-intensive applications. It will be co-located with a 242.5 MW wind farm in Texas. We have signed term sheets for both power and land purchase agreements in connection with this project.
Current wording
We are developing Project Rosa in Snyder, Texas, which is expected to be up to 187 MW of data center capacity for AI and Bitcoin Hosting and other computing-intensive applications. It will be co-located with a 242.5 MW wind farm. We have signed term sheets for both power and land purchase agreements in connection with this project.
Previous wording
We believe our renewable energy project pipeline—currently estimated at over 2.6 gigawatts (GW)—represents our most valuable strategic asset. We believe this pipeline has the potential to support the development of approximately 300 to 400 MW of new digital infrastructure annually over the next six to eight years.
Current wording
We believe our renewable energy project pipeline—currently estimated at over 2.8 gigawatts (GW)—represents our most valuable strategic asset. We believe this pipeline has the potential to support the development of approximately 300 to 400 MW of new digital infrastructure annually over the next six to eight years.
Previous wording
On April 29, 2025, the Company entered into an At the Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Wainwright, up to $3.75 million of shares of common stock. The Company will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide Wainwright with customary indemnification and contribution rights.
Current wording
On April 29, 2025, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Wainwright, up to $3.75 million of shares of common stock. The Company will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide Wainwright with customary indemnification and contribution rights.
Previous wording
The shares of common stock sold under the Agreement will be offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-286638) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2024, and declared effective by the SEC on April 29, 2025.
Current wording
The shares of common stock sold under the ATM Agreement are offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-286638) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2024, and declared effective by the SEC on April 29, 2025.
Previous wording
We have signed a term sheet for power for Project Ellen, a new 100 MW data center co-located with a 145 MW wind farm in South Texas. The wind farm is owned by a new power partner—a leader in renewable energy and sustainable infrastructure in the U.S. and internationally. Project Ellen will be developed in two 50MW phases, leveraging wind energy to drive sustainable computing at scale.
Current wording
We have signed a term sheet for power for Project Ellen, a new 100 MW data center co-located with a 145 MW wind farm in South Texas. The wind farm is owned by a new power partner—a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Project Ellen will be developed in two 50MW phases, leveraging wind energy to drive sustainable computing at scale.
Previous wording
The increase in costs for the three months ended March 31, 2025 compared to three months ended March 31, 2024 relate mainly to slight increases in operating and electricity costs.
Current wording
The decrease in costs for the three months ended June 30, 2025 compared to three months ended June 30, 2024 relate mainly to slight decreases in operating and electricity costs due to slight decrease in electricity usage.
Previous wording
Interest expense: Interest expense for the three months ended March 31, 2025 was approximately $837 thousand compared to the $424 thousand for the three months ended March 31, 2024. See table below noting the difference mainly relates to the new loans entered into in fiscal year 2024 and 2025 (June and July SPA, Galaxy Loan, and equipment loan), which includes amortization of deferred financing costs.
Current wording
Interest expense: Interest expense for the three months ended June 30, 2025 was approximately $1.2 million compared to the $449 thousand for the three months ended June 30, 2024. See table below noting the difference mainly relates to the new loans entered into in fiscal year 2024 and 2025 (June SPA, Galaxy Loan, and equipment loan), which includes amortization of deferred financing costs.
Previous wording
Net income attributable to non-controlling interest: Net income attributable to non-controlling interest for the three months ended March 31, 2025 was significantly lower than the three months ended March 31, 2024, due mainly due the variances in gross profit related to D1A and D1B, noted above mainly to the halving event in April 2024, which created about approximately $2.2 million variance between periods in non-controlling interest. In addition, in the third quarter of 2024, D2 began site development creating an additional cost of approximately $311 thousand in non-controlling interest, in which there is no comparable costs for the three months ended March 31, 2024.
Current wording
Net (loss) income attributable to non-controlling interest: We incurred a net loss attributable to non-controlling interest for the three months ended June 30, 2025 compared to a net income attributable to non-controlling interest for the three months ended June 30, 2024. The decrease related mainly due the variances in gross profit related to D1A and D1B noted above due to the halving event in April 2024 and the increase in profit sharing fees for data hosting for the three months ended June 30, 2025, which created an approximate $1.4 million variance between periods in non-controlling interest. In addition, in the second quarter of 2025, D2 began site energization, however, D2 generated greater costs and expenses than revenue, resulting in an additional cost of approximately $705 thousand in non-controlling interest, in which there is no comparable costs for the three months ended June 30, 2024.
Previous wording
Cryptocurrency Mining Revenue: Cryptocurrency mining revenue decreased between the three months ended March 31, 2025 compared to the three months ended March 31, 2024 related to the Bitcoin halving event that occurred in April 2024, which reduced the block reward by 50%, which was offset by a change in bitcoin price. We were rewarded 32.5 Bitcoins for the three months ended March 31, 2025 compared to 119.6 Bitcoins for the three months ended March 31, 2024.
Current wording
Cryptocurrency Mining Revenue: Cryptocurrency mining revenue decreased between the six months ended June 30, 2025 compared to the six months ended June 30, 2024 related to the Bitcoin halving event that occurred in April 2024, which reduced the block reward by 50%, which was offset by a change in bitcoin price. We were rewarded 61.2 Bitcoins for the six months ended June 30, 2025 compared to 187.5 Bitcoins for the six months ended June 30, 2024.
Previous wording
Data Hosting Revenue: Cryptocurrency hosting services provide energized space and operating services to third-party mining companies who locate their mining hardware at our mining locations- D1A and Project Sophie. Services include fees for hosting the miners which could be fixed fees or profit sharing, as well as potential additional fees for services provided such as installation charges or other services fees. The decrease for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 relate to the Bitcoin halving event that occurred in April 2024, which drove down the dollar Petahash (“PH”) per day. Also, in December 2024, one of our largest customers exited leaving 20 MW of capacity to fill that was ultimately filled slowly over December 2024 and into March 2025.
Current wording
Data Hosting Revenue: Cryptocurrency hosting services provide energized space and operating services to third-party mining companies who locate their mining hardware at our mining locations- D1A and Project Sophie. Services include fees for hosting the miners which could be fixed fees or profit sharing, as well as potential additional fees for services provided such as installation charges or other services fees. The decrease for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 relate to the Bitcoin halving event that occurred in April 2024, which drove down the dollar Petahash (“PH”) per day. Also, in December 2024, one of our largest customers exited leaving 20 MW of capacity to fill that was ultimately filled slowly over December 2024 and into March 2025, in which the replacement customers were on a profit-sharing fee.
Previous wording
Demand Response Service: Demand response service revenue was lower in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to the ERCOT Clearing price decreasing by approximately $30 per MW between the comparable periods, in addition to the capacity that we bid on was reduced by 7 MW from 38 MW capacity for the first quarter of 2024 compared to 31 MW capacity for the first quarter of 2025.
Current wording
Demand Response Service: Demand response service revenue was lower in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to a decline in the ERCOT Clearing price per MW, in addition to the fact that the capacity we bid on was reduced due to known outages in the Texas area and efficiency of our aging miners at D1B.
Previous wording
Gain (Loss) on Debt Extinguishment and Revaluation, net: For the three months ended March 31, 2025, there was a gain on extinguishment of debt of approximately $551 thousand. The gain was in relation to the fulfillment of the Assignment and Assumption Agreement for the Additional Notes on March 14, 2025.
Current wording
Gain (Loss) on Debt Extinguishment and Revaluation, net: For the six months ended June 30, 2025, there was a gain on extinguishment of debt of approximately $551 thousand. The gain was in relation to the Assignment and Assumption Agreement for the Additional Notes on March 14, 2025.
Previous wording
For the three months ended March 31, 2024, the Company incurred a $3.1 million loss on debt extinguishment and revaluation. On February 28, 2024, the Company entered into the Fourth Amendment with the Noteholders and lowered the conversion price and issued new warrants and repriced additional warrants with certain exercise features. The issuance and reprice of warrants created a loss of extinguishment of debt of approximately $5.8 million, in which was offset by a gain on debt revaluation of the convertible debt of approximately $1.3 million as of February 28, 2024 (date of Fourth Amendment) and March 31, 2024 due to several factors including assumptions on conversions and payouts, annual volatility and stock price conditions on the dates of valuations. In addition, there was a revaluation of the warrant liability as of March 31, 2024, in which created a gain on revaluation of approximately $1.5 million.
Current wording
For the six months ended June 30, 2024, the Company had a loss on debt extinguishment and revaluation of approximately $8.7 million due to the entering into of the Fourth Amendment with the Noteholders on February 28, 2024, pursuant to which the Company lowered the conversion price, issued new warrants, and repriced additional warrants with certain exercise features. The issuance and reprice of warrants created a loss of extinguishment of debt of approximately $5.8 million which was offset by a gain on debt revaluation of the convertible debt of approximately $1.3 million as of February 28, 2024 (date of Fourth Amendment) and March 31, 2024 due to several factors including assumptions on conversions and payouts, annual volatility, and stock price conditions on the dates of valuations. In addition, there was a revaluation of the warrant liability which created a gain on revaluation of approximately $1.5 million. The Company did a fair value assessment of the notes as of June 30, 2024, which created a loss on revaluation of approximately $4.0 million, as noted above. In addition, in the second quarter of fiscal year 2024, the Company did a revaluation of the warrants through May 30, 2024, the date of Annual Shareholder approval, which created a loss on revaluation of approximately $1.6 million.
Previous wording
***Other expense (income), net:***Other expense, net increased by approximately $338 thousand for the 3 months ended March 31, 2025 compared to March 31, 2024. For the three months ended March 31, 2025, the Company incurred approximately $118 thousand in fair value adjustments in relation to timing of the SEPA draws to when the shares were issued, and a $205 thousand financing expense in relation to consent fees for the SEPA draws. The Company had nominal other income for the three months ended March 31, 2024 of $23 thousand.
Current wording
***Other expense, net:***Other expense, net increased by approximately $835 thousand for the six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025, we incurred approximately $118 thousand in fair value adjustments due to the timing of the SEPA draws and when such shares were issued, $456 thousand financing expense mainly in relation to consent fees for the SEPA and ATM Agreement draws, and we incurred a loss compensation cost of approximately $291 thousand in relation to the Las Majadas wind farm. For the six months ended June 30, 2024, other expense, net was approximately $25 thousand, related to an extension fee expense of approximately $325 thousand for the Convertible Notes, offset with a gain on settlement of litigation with Atlas of approximately $254 thousand, in addition to some small additional other income items.
Previous wording
Adjusted EBITDA decreased primarily driven by a decrease in revenue of $6.3 million decline in Cryptocurrency mining and data hosting revenue following the April 2024 Bitcoin halving and a customer ram-up of 20 MW through the first quarter of 2025, partially offset by approximately $900 thousand decline in cost of data hosting revenue, excluding depreciation. General and administrative expenses, excluding stock-based compensation, increased approximately $700 thousand mainly related to legal fees associated with the SEPA and other consulting fees.
Current wording
Adjusted EBITDA decreased for the three and six months ended June 30, 2025 compared to June 20, 2024 primarily driven by a decrease in revenue of $3.4 million and $9.7 million decline in Cryptocurrency mining and data hosting revenue following the April 2024 Bitcoin halving and a customer ramp-up of 20 MW through the first quarter of 2025, partially offset by approximately $675 thousand and $1.5 million decline in cryptocurrency cost of revenue and cost of data hosting revenue, excluding depreciation. General and administrative expenses, excluding stock-based compensation and provision for credit losses, decreased approximately $272 thousand for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 mainly due to declines in bonus expenses and investor relation fees, offset by legal fees. General and administrative expenses, excluding stock-based compensation and provision for credit losses for the six months ended June 30, 2025 compared to June 30, 2024 increased approximately $527 thousand mainly related to legal fees associated with the SEPA and other consulting fees.
Previous wording
The following table represents the EBITDA and Adjusted EBITDA activity between each three-month period from January 1, 2024 through March 31, 2025 (unaudited).
Current wording
The following table represents the Adjusted EBITDA activity between each three-month period from January 1, 2025 through June 30, 2025.
Previous wording
As of March 31, 2025, we had a consolidated accumulated deficit of approximately $321.9 million and we had negative working capital of approximately $31.8 million. As of March 31, 2025, we had total debt outstanding of approximately $24.0 million as summarized further below in the Debt table. In addition, we had outstanding commitments related to Soluna Digital Inc. (“SDI”) of approximately $10.4 million in capital expenditures mainly related to Project Dorothy 2 and Project Kati. In addition, due to CloudCo’s termination of the HPE Agreement on March 24, 2025, and HPE’s termination of the HPE Agreement on March 26, 2025, and the acceleration of the remaining unpaid amounts of the contract in accordance with the HPE Agreement, we have recognized a liability for the remainder of the HPE Agreement on the consolidated balance sheet of approximately $19.3 million. As of March 31, 2025, we had $9.2 million of cash available to fund our operations.
Current wording
As of June 30, 2025, we had a consolidated accumulated deficit of approximately $329.2 million and we had negative working capital of approximately $30.9 million. As of June 30, 2025, we had total debt outstanding of approximately $23.3 million as summarized further below in the Debt table. In addition, we had outstanding commitments related to Soluna Digital Inc. (“SDI”) of approximately $10.1 million in capital expenditures mainly related to Project Dorothy 2 and Project Kati. In addition, due to CloudCo’s termination of the HPE Agreement on March 24, 2025, and HPE’s termination of the HPE Agreement on March 26, 2025, and the acceleration of the remaining unpaid amounts of the contract in accordance with the HPE Agreement, we have recognized a liability for the remainder of the HPE Agreement on the consolidated balance sheet of approximately $19.3 million. As of June 30, 2025, we had $9.9 million of cash available to fund our operations.
Previous wording
We plan to continue funding operations, including working capital and operating deficits, from operating cash flows and cash flow debt and equity financings, including the YA SEPA and others to be closed as needed consistent with management’s plans.
Current wording
We plan to continue funding operations, including working capital and operating deficits, from operating cash flows and cash flow debt and equity financings, including the ATM Agreement, SEPA, July 2025 Offering, and others to be closed as needed consistent with management’s plans.
Previous wording
Net cash used by operations was approximately $177 thousand during the three months ended March 31, 2025. The Company had a net loss for the three months ended March 31, 2025 of approximately $7.4 million. Non-cash items included approximately $1.5 million of depreciation expense, and $2.4 million of amortization expenses, and $1.8 million of stock compensation expenses. These non-cash items were offset with a deferred tax benefit of $437 thousand and gain on extinguishment of debt of approximately $551 thousand. The change in asset and liabilities of $1.9 million mainly relates to decrease in other long term assets of $1.6 million in relation to receipt of Briscoe deposit in January 2025. The other changes in assets and liabilities of approximately $500 thousand mainly related to decrease in accounts receivable due to timing and amounts billed related to March services, an increase in accounts payable related to timing and billing amounts of invoices, including increases in legal fees, an increase in interest payable in relation to NYDIG loan and Galaxy loan, offset with payment made to HPE in January and payment of sales and use tax.
Current wording
Net cash used in operations was approximately $1.3 million during the six months ended June 30, 2025. The Company had a net loss for the six months ended June 30, 2025 of approximately $15.1 million. Non-cash items included approximately $3.1 million of depreciation expense, and $4.7 million of amortization expenses, and $3.8 million of stock compensation expenses. These non-cash items were offset with a deferred tax benefit of $1.1 million and gain on extinguishment of debt of approximately $551 thousand. The change in asset and liabilities of $3.3 million mainly relates to decrease in other long-term assets of $1.6 million in relation to receipt of Briscoe deposit in January 2025 and $1.0 million in relation to increase in interest payable in relation to NYDIG loan and Galaxy loan. The other changes in assets and liabilities of approximately $700 thousand mainly related to increase in customers deposits and accounts payable related to timing and billing amounts of invoices, offset with payment made to HPE in January.
Previous wording
Net cash provided by operations was approximately $3.9 million during the three months ended March 31, 2024. The Company had a net loss for the three months ended March 31, 2024 of approximately $2.5 million. Non-cash items included approximately $1.6 million of depreciation expense, and $2.4 million of amortization expenses, $661 thousand of stock compensation expenses, $3.1 million of loss on debt extinguishment and revaluation, and $130 thousand of impairment of fixed assets. These non-cash items were offset with a deferred tax benefit of $548 thousand. The change in asset and liabilities of $942 thousand related to increase in accounts receivable of $1.5 million attributable for demand service revenue and data hosting customer receivables significantly increasing, offset with increases in accrued expenses and accounts payable of $929 thousand. The other changes in assets and liabilities were not material.
Current wording
Net cash used in operations was approximately $3.5 million during the six months ended June 30, 2024. The Company had a net loss for the six months ended June 30, 2024 of approximately $11.7 million. Non-cash items included approximately $3.1 million of depreciation expense and $4.7 million of amortization expenses, $2.0 million of stock compensation expenses, $8.7 million of loss on debt extinguishment and revaluation, $244 thousand in provision for credit losses, and $130 thousand of impairment of fixed assets. These non-cash items were offset with a deferred tax benefit of $1.2 million. The change in asset and liabilities of $9.7 million is mainly due to an increase in prepaid expenses by $10.8 million due to a prepayment of an arrangement with HPE of $10.3 million, an increase in accounts receivable of $486 thousand attributable for demand service revenue and data hosting customer receivables increasing, offset with an increase in accrued expenses and accounts payable of $2.1 million in relation to bonus accruals, NYDIG interest, and Project Dorothy 2 and Kati related bills. The other changes in assets and liabilities were not material.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 was approximately $3.6 million consisting mainly of capital expenditures of $3.8 million offset with a decrease in deposits on equipment of $213 thousand. Net cash used in investing activities during the three months ended March 31, 2024 was approximately $827 thousand consisting mainly of capital expenditures of $524 thousand and increase in deposits on equipment of $343 thousand.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 was approximately $8.3 million consisting mainly of capital expenditures of $12.4 million offset with a decrease in deposits on equipment of $4.1 million. Net cash used in investing activities during the six months ended June 30, 2024 was approximately $2.2 million consisting mainly of capital expenditures of $278 thousand and increase in deposits on equipment of $2.1 million.
Previous wording
Net cash provided by financing activities was approximately $7.8 million consisting mainly of $5.0 million of debt issuance proceeds, $2.0 million of net proceeds from SEPA draws, and $4.3 million of contributions from non-controlling interest, offset with cash distributions to non-controlling interest members of approximately $1.5 million and payments on debt and deferred financing costs of approximately $2.0 million to the CloudCo Secured Loan, CloudCo Additional Secured Loan, Navitas term loan, and for deferred financing costs. For the three months ended March 31, 2024, net cash used in financing activities was approximately $2.0 million consisting mainly of $1.7 million of cash distributions to non-controlling interest members, $616 thousand in principal payments of the Navitas loan, offset with $300 thousand of warrant exercises.
Current wording
Net cash provided by financing activities was approximately $14.3 million for the six months ended June 30, 2025 consisting mainly of $5.3 million of debt issuance proceeds, $4.1 million of net proceeds from SEPA draws and ATM Agreement settlements, and $11.9 million of contributions from non-controlling interest, offset with cash distributions to non-controlling interest members of approximately $3.6 million and payments on debt and deferred financing costs of approximately $3.3 million to the Green Cloud Secured Loan, CloudCo Additional Secured Loan, Navitas term loan, and for deferred financing costs. Net cash provided by financing activities for the six months ended June 30, 2024 was approximately $7.8 million consisting mainly of proceeds from financing of approximately $13.2 million in which $12.5 million was from 2024 secured loan financing and $720 thousand was drawn down for equipment financing. In addition, there was $2.3 million in warrants exercised. Offsetting the net cash provided by financing activities was $5.8 million in cash distributions to non-controlling interest members, and payments of $1.9 million relation to Navitas loan and deferred financing charges.
Previous wording
On June 20, 2024, pursuant to the terms and subject to the conditions of the June SPA by and among (i) CloudCo, (ii) Soluna Cloud, (iii) the Company and (iv) the Investor, CloudCo issued to the Investor a secured promissory note in a principal amount equal to $12.5 million (the “Soluna CloudCo Secured Note”). The Soluna CloudCo Secured Note accrues interest at a rate 9.0% per annum, subject to adjustment upon an event of default. The Soluna CloudCo Secured Note matures on June 20, 2027. On July 12, 2024, the Company, CloudCo, Soluna Cloud, and the Existing Investor entered into a First Amendment to the Note Purchase Agreement. Additional Notes were issued for $1.25 million (“Soluna CloudCo Additional Secured Note”) on July 12, 2024 and are subject to the same terms and conditions as the June SPA financing. On October 1, 2024, CloudCo, Soluna Cloud and the Company entered into assignment and assumption agreements (the “Assignment Agreements”) with the Additional Investors with respect to an aggregate of $1.25 million of notes issued by CloudCo. Pursuant to the Assignment Agreements, the Company will be able to purchase such notes for a purchase price of $750 thousand, or 60% of face value. The assignment and assumption will be effective once all conditions of the agreement are met including fulfilling the purchase price. The assignment and assumption was on March 14, 2025, therefore we extinguished the remaining third party outstanding debt on the Additional Note, and a gain on extinguishment of the debt of approximately $551 thousand was recorded. In relation to the Soluna Cloudco Secured Note, as of March 31, 2025, the Company had an outstanding principal balance of approximately $10.7 million.
Current wording
On June 20, 2024, pursuant to the terms and subject to the conditions of the June SPA by and among (i) CloudCo, (ii) Soluna Cloud, (iii) the Company and (iv) the Investor, CloudCo issued to the Investor a secured promissory note in a principal amount equal to $12.5 million (the “Green Cloud Secured Note”). The Green Cloud Secured Note accrues interest at a rate 9.0% per annum, subject to adjustment upon an event of default. The Green Cloud Secured Note matures on June 20, 2027. On July 12, 2024, the Company, CloudCo, Soluna Cloud, and the Existing Investor entered into a First Amendment to the Note Purchase Agreement. Additional Notes were issued for $1.25 million (“Soluna CloudCo Additional Secured Note”) on July 12, 2024 and are subject to the same terms and conditions as the June SPA financing. On October 1, 2024, CloudCo, Soluna Cloud and the Company entered into assignment and assumption agreements (the “Assignment Agreements”) with the Additional Investors with respect to an aggregate of $1.25 million of notes issued by CloudCo. Pursuant to the Assignment Agreements, the Company will be able to purchase such notes for a purchase price of $750 thousand, or 60% of face value. The assignment and assumption will be effective once all conditions of the agreement are met including fulfilling the purchase price. The assignment and assumption was on March 14, 2025, therefore we extinguished the remaining third party outstanding debt on the Additional Note, and a gain on extinguishment of the debt of approximately $551 thousand was recorded. In relation to the Green Cloud Secured Note, as of June 30, 2025, the Company had an outstanding principal balance of approximately $9.6 million.
Previous wording
On January 14, 2022, the Company effected an initial drawdown under the Master Equipment Finance Agreement (“MEFA”) with NYDIG in the aggregate principal amount of approximately $4.6 million that bore interest at 14%. On January 26, 2022, the Company had a subsequent drawdown of $9.6 million. On December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”) received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG with respect to the MEFA, by and between Borrower, a subsidiary of Soluna MC, LLC, a subsidiary of Soluna Digital, a subsidiary of the Company, and NYDIG. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement, or other support agreement with or for the benefit of NYDIG. As such, the principal balance of $10.5 million as of December 31, 2022 became due immediately and the Borrower shall bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the MEFA. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $3.4 million, in which approximately $560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $3.4 million. A summary judgment motion was performed on February 13, 2024 and was agreed upon by both NYDIG and the Borrower, that the total outstanding loan principal balance would be approximately $9.2 million, in which a penalty fee was applied of approximately $1.0 million to the repossessed collateralized assets, and outstanding interest and penalty balance would be approximately $936 thousand as of December 31, 2023. As of March 31, 2025, the Company still has an outstanding loan principal of approximately $9.2 million and outstanding interest and penalty balance of approximately $2.6 million as of March 31, 2025.
Current wording
On January 14, 2022, the Company effected an initial drawdown under the Master Equipment Finance Agreement (“MEFA”) with NYDIG in the aggregate principal amount of approximately $4.6 million that bore interest at 14%. On January 26, 2022, the Company had a subsequent drawdown of $9.6 million. On December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”) received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG with respect to the MEFA, by and between Borrower, a subsidiary of Soluna MC, LLC, a subsidiary of Soluna Digital, a subsidiary of the Company, and NYDIG. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement, or other support agreement with or for the benefit of NYDIG. As such, the principal balance of $10.5 million as of December 31, 2022 became due immediately and the Borrower shall bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the MEFA. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $3.4 million, in which approximately $560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $3.4 million. A summary judgment motion was performed on February 13, 2024 and was agreed upon by both NYDIG and the Borrower, that the total outstanding loan principal balance would be approximately $9.2 million, in which a penalty fee was applied of approximately $1.0 million to the repossessed collateralized assets, and outstanding interest and penalty balance would be approximately $936 thousand as of December 31, 2023. As of June 30, 2025, the Company still has an outstanding loan principal of approximately $9.2 million and outstanding interest and penalty balance of approximately $3.0 million as of June 30, 2025.
Previous wording
On May 9, 2023, DVCC and Navitas West Texas Investments SPV, LLC entered into a 2-year Loan Agreement for $2,050,000. The unpaid principal balance of the Term Loan shall bear interest at per annum rate equal to 15%. As of December 31, 2024, the Company has an outstanding principal balance of approximately $137 thousand. As of March 31, 2025, the Navitas loan has been fully paid off.
Current wording
On May 9, 2023, DVCC and Navitas West Texas Investments SPV, LLC entered into a 2-year Loan Agreement for $2,050,000. The unpaid principal balance of the Term Loan shall bear interest at per annum rate equal to 15%. As of June 30, 2025, the Navitas loan has been fully paid off.
Previous wording
On May 16, 2024, the SDI Borrower, entered into the Equipment Loan Agreement with the Lender. The Equipment Loan Agreement provides for the SDI Borrower to borrow, from time to time, up to $4.0 million, as further amended on February 28, 2025, to be used to purchase necessary equipment for the progression of D2 and Project Kati. Any loans made under the Equipment Loan Agreement have a maturity date of May 16, 2027 and bear interest at a rate of 15% per annum. The Equipment Loan Agreement includes customary covenants for loans of this nature, as well as a multiple on invested capital provision, which requires us to pay, in addition to principal and interest, an amount equal to the difference of (i) the greater of (a) the principal amount of the Loan being repaidplus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan, and (b) the principal amount of the Loan being repaid multiplied by three,minus (ii) the sum of the principal amount of the Loan being repaidplus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan. On May 17, 2024, the SDI Borrower drew down $720 thousand of the Loan. On July 22, 2024, SDI Borrower satisfied and repaid the borrowing amount in full by issuing the Lender Class B Membership Interests in the D2 valued at three times the borrowing amount (i.e., $2.16 million). The redemption of debt through equity created approximately a $1.4 million loss on debt extinguishment for the year ended December 31, 2024. On March 21, 2025, the SDI Borrower drew down $250 thousand of the Loan, in relation to Project Kati. The amount is outstanding as of March 31, 2025.
Current wording
On May 16, 2024, the SDI Borrower, entered into the Equipment Loan Agreement with the Lender. The Equipment Loan Agreement provides for the SDI Borrower to borrow, from time to time, up to $4.0 million, as further amended on February 28, 2025, to be used to purchase necessary equipment for the progression of D2 and Project Kati. Any loans made under the Equipment Loan Agreement have a maturity date of May 16, 2027 and bear interest at a rate of 15% per annum. The Equipment Loan Agreement includes customary covenants for loans of this nature, as well as a multiple on invested capital provision, which requires us to pay, in addition to principal and interest, an amount equal to the difference of (i) the greater of (a) the principal amount of the Loan being repaidplus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan, and (b) the principal amount of the Loan being repaid multiplied by three,minus (ii) the sum of the principal amount of the Loan being repaidplus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan. On May 17, 2024, the SDI Borrower drew down $720 thousand of the Loan. On July 22, 2024, SDI Borrower satisfied and repaid the borrowing amount in full by issuing the Lender Class B Membership Interests in the D2 valued at three times the borrowing amount (i.e., $2.16 million). The redemption of debt through equity created approximately a $1.4 million loss on debt extinguishment for the year ended December 31, 2024. On March 21, 2025, and June 11, 2025 the SDI Borrower drew down $250 thousand and $269 thousand of the Loan, in relation to Project Kati. The total amount of $519 thousand is outstanding as of June 30, 2025. In addition, the $519 thousand outstanding balance Equipment Loan agreements amended the multiple on invested capital provision to be an amount equal to the difference of (i) the greater of (a) the principal amount of the Loan being repaidplusall interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan, and (b) the principal amount of the Loan being repaid multiplied by three and three tenths (3.3),minus(ii) the sum of the principal amount of the Loan being repaidplusall interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan.
Showing the first 40 of 41 pairs. Open the source sections for the rest.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Data Hosting Revenue: Cryptocurrency hosting services provide energized space and operating services to third-party mining companies who locate their mining hardware at our mining locations- D1A, D2 and Project Sophie. Services include fees for hosting the miners which could be fixed fees or profit sharing, as well as potential additional fees for services provided such as installation charges or other services fees. The decrease for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 related mainly in December 2024, in which one of our largest customers who was on a fixed fee charge exited, and the replacement customers were on a profit-sharing fee structure,thereby causing a contract mix change.
Current report — wording carried from elsewhere
The following table summarizes changes in the various components of our net loss during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Cost of Cryptocurrency Mining Revenue, exclusive of depreciation*:* Cost of cryptocurrency mining revenue includes direct utility costs, site overhead expenses, and overhead costs that relate to the operations of our cryptocurrency mining facilities in Kentucky and Texas.
Current report — wording carried from elsewhere
***Cost of Data Hosting Revenue, exclusive of depreciation:***Cost of data hosting revenue includes utility charges, site overhead expenses, and other charges.
Current report — wording carried from elsewhere
Cost of data hosting decreased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 mainly due to a change in hosting contracts mix, in which contracts were entered that included electricity passthrough contracts replacing fixed rate volume contracts.
Current report — wording carried from elsewhere
General and Administrative Expenses, exclusive of depreciation and amortization: General and administrative expenses, exclusive of depreciation and amortization include cash and non-cash compensation, benefits, and related costs in support of our general corporate operations, including general management, finance and accounting, human resources, marketing, information technology, corporate development, and legal services.
Current report — wording carried from elsewhere
Depreciation and Amortization associated with general and administrative expenses: Depreciation and amortization expense was comparable for the six months ended June 30, 2025 and six months ended June 30, 2024 in which the balances totaled approximately $4.7 million, respectively. The balances mainly related to amortization expense related to the strategic pipeline contract that was acquired in October 2021.
Current report — wording carried from elsewhere
Interest expense: Interest expense for the six months ended June 30, 2025 was approximately $2.0 million compared to the $873 thousand for the six months ended June 30, 2024. See table below noting the difference mainly relates to the new loans entered into in fiscal year 2024 and 2025 (June and July SPA, Galaxy Loan, and equipment loan), which includes amortization of deferred financing costs, offset with the payoff of the Navitas loan.
Current report — wording carried from elsewhere
Net (loss) income attributable to non-controlling interest: We incurred a net loss attributable to non-controlling interest for the six months ended June 30, 2025 compared to a net income attributable to non-controlling interest for the six months ended June 30, 2024. The decrease related mainly due the variances in gross profit related to D1A and D1B noted above mainly due to the halving event in April 2024 and the increase in profit sharing fees for data hosting for the six months ended June 30, 2025, which created an approximate $3.6 million variance between periods in non-controlling interest. In addition, in the second quarter of 2025, D2 began site energization, however, D2 generated greater costs and expenses than revenue, resulting in an additional cost of approximately $1.0 million in non-controlling interest, in which there is no comparable costs for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
The following table represents the Adjusted EBITDA activity between each three-month period from January 1, 2024 through December 31, 2024.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On June 20, 2024, pursuant to the terms and subject to the conditions of a Note Purchase Agreement (the “June SPA”) by and among (i) CloudCo, (ii) Soluna Cloud, (iii) the Company and (iv) the accredited investor named therein (the “Investor” and collectively, the “Note Parties), CloudCo issued to the Investor a secured promissory note in a principal amount equal to $12.5 million (the “Note”).
Previous report — wording carried elsewhere
On March 12, 2025, Soluna SW LLC (the “SW Borrower”), a Delaware limited liability company and a subsidiary of Soluna SW Holdings LLC (“SW Holdings”), a Delaware limited liability company and a subsidiary of Soluna Digital, Inc. (“SDI”), a Nevada corporation and a subsidiary of the Company, entered into a Loan Agreement (the “Galaxy Loan Agreement”) with SW Holdings and Galaxy Digital LLC (the “Lender”). The Galaxy Loan Agreement comprises a term loan facility in the principal amount of $5.0 million (the “Term Loan Facility”). The Term Loan Facility bears interest at 15.0% per annum, unless an Event of Default (as defined therein) has occurred and is continuing, in which case the Galaxy Term Loan Facility shall bear interest at a rate of 5% above the then applicable interest rate. The Term Loan Facility will mature on March 12, 2030 and will be paid over a five-year term.