Soluna Holdings Inc美股招股说明书(2025-02-05版)

This prospectus relates to the offer and resale, from time to time, by the selling holders identified in this prospectus(the “Selling Holders”), or their permitted transferees, of up to 3,508,024 shares of common stock, par value $0.001(“Common Stock”), of Soluna Holdings, Inc., a Nevada corporation (the “Company,” “We,” or “Us”). These sharesof Common Stock consist of: ●3,000,000 shares of Common Stock that we may, at our discretion, elect to issue and sell to YA II PN, Ltd.(the “Investor”) from time to time after the date of this prospectus, pursuant to the Standby EquityPurchase Agreement, dated as of August 12, 2024, entered into by and between the Company and theInvestor (the “SEPA”);●59,382 shares of Common Stock (the “Commitment Shares”) issued to the Investor as consideration for itsirrevocable commitment to purchase shares of Common Stock at our direction, from time to time after thedate of this prospectus, upon the terms and subject to the conditions set forth in the SEPA;●140,000 shares of Common Stock issuable upon the exercise of the warrants (the “Warrants”) issued toChuntao Zhou (the “Series B Holder”), the holder of our Series B Convertible Preferred Stock, par value$0.001 per share (the “Series B Preferred Stock”); and●308,642 shares of Common Stock (the “Release Shares”) issued to the two other Selling Holders pursuantto the Release Agreement (as defined below). Pursuant to the terms of the SEPA, the Company agreed to issue and sell to the Investor, from time to time, and theInvestor agreed to purchase from the Company, up to $25 million of the Company’s shares of Common Stock. The Warrants were issued to the Series B Holder on October 1, 2024, pursuant to the waiver it granted the Companyin connection with the SEPA. The Warrants have an exercise price of $0.01 and expire on October 1, 2029. On October 1, 2024, the Company and Univest Securities, LLC (“Univest”) entered into a General ReleaseAgreement (the “Release Agreement”) whereby the parties agreed to terminate all prior agreements with respect toinvestment banking and placement agency services offered by Univest to the Company. Under the ReleaseAgreement, the Company agreed to issue Univest $1,000,000 of shares of Common Stock and to include such sharesin the Company’s next registration statement. The number of shares issued was calculated based on the five-dayvolume weighted average price (“VWAP”) ending October 1, 2024. The Release Shares were issued in a privateplacement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the“Securities Act”). Pursuant to the Release Agreement, the shares were issued to settle all financial matters betweenthe Company and Univest, including any payment obligations that the Company had towards Univest in connectionwith the services that Univest provided, in exchange for a mutual release. Also under the Release Agreement,Univest agreed, during the period commencing on the day such registration statement is declared effective by theSEC and continuing until the earlier of (x) the date of termination of such period as elected by the Company and (y)the three month anniversary thereof (such period, the “Leak-Out Period”) to not sell such shares in excess of 1/3 ofthe shares of Common Stock beneficially owned by Univest and its affiliates on the day immediately prior to thefirst day of the Leak-Out Period. Under the SEPA, shares of Common Stock may be issued and sold to the Investor under one of two pricing options,at the election of the Company. Under the first option (“Pricing Option 1”), the Company will sell the shares ofCommon Stock to the Investor at 96% of the Market Price (as defined below) for any period commencing (i) ifsubmitted to the Investor prior to 9:00 a.m. Eastern Time on a trading day, at the open of trading on such day or (ii)if submitted to the Investor after 9:00 a.m. Eastern Time on a trading day, upon receipt by the Company of writtenconfirmation of acceptance of the advance notice by the Investor and, in either case, ending at 4:00 p.m. New YorkCity time on the applicable advance notice date (the “Option 1 Pricing Period”). Under the second option (“PricingOption 2”), the Company will sell the shares of Common Stock to the Investor at 97% of the Market Price for the three consecutive trading days commencing on the advance notice date (the “Option 2 Pricing Period”). “MarketPrice” is defined as, for any Option 1 Pricing Period, the daily VWAP of the Common Stock on Nasdaq during theOption 1 Pricing Period, and for any Option 2 Pricing Period, the lowest VWAP of the Common Stock on theNasdaq during the Option 2 Pricing Period. We may not issue or sell any shares of Common Stock to the Investor under the SEPA that, when aggregated withall other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuantto Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)