Soluna Holdings Inc美股招股说明书(2025-07-17版)

Pre-Funded Warrants to Purchase 296,365 Shares of Common StockSeries A Warrants to Purchase 9,090,909 Shares of Common Stock Placement Agent Warrants to Purchase 454,545 Shares of Common Stock 18,932,728 Shares of Common Stock underlying Pre-Funded Warrants, Series A Warrants, Series B Warrants and Placement Agent Warrants We are offering 8,794,544 shares of our common stock, par value $0.001 per share (the “common stock”), together with Series Awarrants (the “Series A Warrants”) to purchase 9,090,909 shares of common stock and Series B warrants (the “Series B Warrants” and collectively with the Series A Warrants, the “Common Warrants”) to purchase 9,090,909 shares of common stock, at a combinedpublic offering price of $0.55 per share together with one Series A Warrant and one Series B Warrant, pursuant to this prospectus. The shares of common stock and Common Warrants will be separately issued but must be purchased together in this offering. Each shareof common stock is being sold together with one Series A Warrant to purchase one share of common stock and one Series B Warrant topurchase one share of common stock. Each Common Warrant will have an exercise price of $0.55 per share and will be exercisable immediately upon issuance. The Series A Warrants will expire on the five-year anniversary of the date of issuance and the Series BWarrants will expire on the twenty-four-month anniversary of the date of issuance. the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of common stock at an exercise price Warrants, is $0.549, which is equal to the price per share of common stock and the accompanying Common Warrants being sold to thepublic in this offering, less the $0.001 per share exercise price of each such Pre-Funded Warrant. Each Pre-Funded Warrant will be separable and will be issued separately in this offering but must be purchased together in this offering. For each Pre-Funded Warrantwe sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This offering also relates tothe shares of common stock issuable upon the exercise of the Pre-Funded Warrants and the Common Warrants.We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or Pre-Funded required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placementagent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement.We will bear all costs associated with the offering. See “Plan of Distribution” on page 17 of this prospectus for more informationregarding these arrangements. closing price of our common stock on Nasdaq was $0.76 per share. There is no established public trading market for the Pre-FundedWarrants or Common Warrants that are part of this offering, and we do not expect a market to develop. We do not intend to apply forlisting of the Pre-Funded Warrants or Common Warrants on any securities exchange or other nationally recognized trading system. You should read this prospectus, together with additional information described under the headings “Information Incorporated byReference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment inour securities. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.” (1)We have agreed to pay the placement agent a total cash fee equal to 7.0% of the gross proceeds raised in this offering. We havealso agreed to reimburse the placement agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to$125,000 and for its clearing expenses in the amount of up to $15,950. In addition, we have agreed to issue the placement agent orits designees warrants to purchase a number of shares of common stock equal to 5.0% of the shares of common stock sold in thisoffering (including the shares of common stock issuable upon the exercise of the Pre-Funded Warrants), at an exercise price of H.C. Wainwright & Co. The date of this prospectus is July 15, 2025. CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIES WE ARE OFFERINGPLAN OF DISTRIBUTION i our securities. We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any oth