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ALBANY, N.Y. – 
the “Company”), (NASDAQ: SLNH), the
parent company of Soluna Computing, Inc. (“SCI”), a cryptocurrency
mining business powered by renewable energy, and MTI Instruments, Inc.
(“MTI Instruments”), a test and measurement instruments and systems
business, today announced the closing of its underwritten public
offering of 445,714 shares of its 9.0% Series A Cumulative Perpetual Preferred
Stock, par value $0.001 per share, with a $25.00 liquidation preference per
share (the “Series A Preferred Stock”), at a price to the public of $17.50 per
share. The Company received aggregate gross proceeds of $7.8 million, before
deducting underwriting discounts and other estimated offering fees and expenses.
The offering is a re-opening of the original issuance of Series A Preferred
Stock, which occurred on August 23, 2021. The additional shares of Series A
Preferred Stock will form a single series, and be fully fungible, with the
outstanding shares of our Series A Preferred Stock. The first dividend on the
Series A Preferred Stock offered pursuant to the offering will be paid on
January 31, 2022, which will include a period of less than a full month after
the issuance of the Series A Preferred Stock and will cover the period from December
28, 2021 through January 31, 2022.
The
Series A Preferred Stock are listed on the Nasdaq Stock Market LLC under the
symbol “SLNHP”.
The
Company has granted the underwriters a 45-day option to purchase up to an
additional 66,857 shares of the Series A Preferred Stock (representing 15% of
the shares of the Series A Preferred Stock being sold in the offering) to cover
over-allotments, if any. The underwriters may exercise this option at any time
and from time to time during the 45-day period from the closing of the offering.
SHI intends to use the net proceeds of the offering for the
acquisition, development and growth of data centers, including cryptocurrency
mining processors, other computer processing equipment, data storage,
electrical infrastructure, software and real property, and business, and for
working capital and general corporate purposes, which include, but are not
limited to, operating expenses.
The
Series A Preferred Stock is perpetual and has no maturity date. The Series A
Preferred Stock is not redeemable prior to August 23, 2026, except under certain
circumstances. On or after August 23, 2026, the Series A Preferred Stock may be
redeemed at the Company’s option, in whole or in part, from time to time, at a
redemption price of $25.00 per share of Series A Preferred Stock, plus all
dividends accumulated and unpaid (whether or not declared) on the Series A
Preferred Stock up to, but not including, the date of such redemption. The
Series A Preferred Stock may also be redeemed upon the occurrence of certain
delisting or change in control events.
Univest
Securities, LLC acted as the sole book running manager for this offering.
The offering was conducted pursuant to a prospectus
supplement to base prospectus included in the Company’s registration statement
on Form S-3, as amended (File No. 333-261427) (the “Registration Statement”), which Registration
Statement was previously filed with and subsequently declared effective by the
Securities and Exchange Commission (“SEC”) on December 16, 2021. Such
prospectus supplement and accompanying base prospectus relating to the offering
have been filed with the SEC and are available on the SEC’s website at
http://www.sec.gov. Electronic copies of such prospectus supplement and
accompanying base prospectus relating to this offering may be obtained from Univest Securities, LLC, 75 Rockefeller Plaza, Suite
1838, New York, NY 10019, by phone (212) 343-8888 or e-mail info@univest.us.
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction.
About Soluna Holdings,
Inc.
Soluna Holdings, Inc.
(Nasdaq: SLNH) is the leading developer of green data centers that convert
excess renewable energy into global computing resources. Soluna builds modular,
scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and
machine learning. Soluna provides a cost-effective alternative to
battery storage or transmission lines. Soluna’s MTI Instruments division
manufactures precision tools and testing equipment for electronics, aviation,
automotive, power and other industries. Both Soluna and MTI Instruments use
technology and intentional design to solve complex, real-world challenges. Up
to 30% of the power of renewable energy projects can go to waste. Soluna’s data
centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
For more information about
Soluna, please visit www.solunacomputing.com or
follow us on LinkedIn at linkedin.com/solunaholdings and
Twitter @SolunaHoldings.
Forward Looking Statements
The statements in this press release, including with respect to
the expected timing of the closing of the offering, and
the anticipated use of proceeds, constitute forward-looking statements within
the meaning of the federal securities laws. Forward-looking statements reflect
management’s current expectations, as of the date of this press release, and
are subject to certain risks and uncertainties that could cause actual results
to differ materially from future results expressed or implied by such
forward-looking statements. Actual results could differ materially from those
expressed or implied by such forward-looking statements as a result of various
factors, including, but not limited to: (1) those risk factors set forth in the
Registration Statement and the prospectus supplement; and (2) other risks and
uncertainties that may be detailed from time to time in SHI’s reports filed
with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. Except as
required by law, the Company assumes no obligation to update or revise any
forward-looking statements.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com
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