Soluna Holdings, Inc. Announces Proposed Public Offering of Series A Preferred Stock and Concurrent Registered Direct Offering

NEW YORK, NY – (NewMediaWire) – April 21, 2022 – Soluna Holdings, Inc. (“SHI” or the “Company”), (Nasdaq: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for cryptocurrency mining and other intensive computing, announced today that it intends to offer 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”), in an underwritten public offering. Concurrently with the public offering and by means of a separate prospectus supplement, the Company intends to offer shares of its Series A Preferred Stock directly to certain institutional lenders in a registered direct offering. All of the shares of Series A Preferred Stock in both offerings are being offered by the Company. The Series A Preferred Stock is traded on the Nasdaq Stock Market LLC under the symbol “SLNHP”. 

In connection with the underwritten public offering, SHI expects to grant the underwriters a 45-day option to purchase up to an additional 15% of the shares of Series A Preferred Stock offered in the public offering at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. Both offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.

SHI intends to use the net proceeds from both offerings 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.

Univest Securities, LLC is acting as the sole book-running manager for the underwritten public offering. The registered direct offering is being made without an underwriter, placement agent, broker, or dealer.

The shares of Series A Preferred Stock described above are being offered by the Company pursuant to a shelf registration statement on Form S-3, as amended (No. 333-261427), declared effective by the SEC on December 16, 2021 (the “Registration Statement”).

The shares of Series A Preferred Stock will be offered by means of two separate prospectus supplements and accompanying base prospectuses relating to the offerings that form a part of the Registration Statement. A preliminary prospectus supplement and the accompanying base prospectus relating to and describing the terms of the underwritten public offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus supplement and accompanying base prospectus for each offering will be filed with the SEC. Copies of the final prospectus supplement for the underwritten public offering, when available, and accompanying base prospectus relating to such public offering may be obtained from: Univest Securities, LLC, 375 Park Avenue, 15th Floor, New York, NY 10152, 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, nor shall there be any sale of, such shares of Series A Preferred Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such shares 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 uses 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 anticipated offerings and use of proceeds from such offerings, 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) market conditions and the satisfaction of all conditions to, and the closing of, the offering; (2) those risk factors set forth in the Registration Statement; and (3) 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