Soluna Holdings, Inc. Announces Private Placement and Direct Financial Obligation: Key Details for Investors

Key Points from Soluna Holdings, Inc. Form 8-K Filing

• Private Placement: Soluna Holdings, Inc. (Nasdaq: SLNH) has entered into a Securities Purchase Agreement (SPA) with YA II PN, LTD, resulting in the issuance of a common warrant to purchase up to 2,400,000 shares of common stock (\$0.001 par value) in a private placement.
• Unregistered Securities: The warrant was issued without registration under the Securities Act of 1933, in reliance on Section 4(a)(2) and similar state law exemptions.
• Beneficial Ownership Limitation: The warrant restricts the lender from exercising if it would result in beneficial ownership exceeding 4.99% of outstanding shares, with flexibility to increase up to 9.99% upon 61 days’ notice.
• Financial Obligation: The issuance of promissory notes, warrants, and other agreements creates a direct financial obligation for the company.
• Exhibits Filed: The company has filed the full texts of the promissory note, warrant, Membership Interests Purchase Agreement (MIPA), SPA, and Guaranty as exhibits to the 8-K.
• Nasdaq Listing: Common stock and Series A Cumulative Perpetual Preferred Stock are registered on Nasdaq under the symbols SLNH and SLNHP, respectively.
• Emerging Growth Company: Soluna Holdings, Inc. is not classified as an emerging growth company.
• Tax Matters: The company intends to maintain C corporation status and treat the warrants and their exercise as a non-event for tax purposes.
• Price-sensitive Terms: Adjustments to warrant exercise price may occur in the event of stock splits, dividends, reclassifications, or fundamental transactions (e.g., mergers, asset sales).
• Integration and Listing Requirements: The company has represented compliance with Nasdaq continued listing requirements and Regulation D integration rules.

Details Investors Should Know

Private Placement & Warrant Issuance

Soluna Holdings, Inc. has executed a private placement with YA II PN, LTD, issuing a warrant to purchase up to 2,400,000 shares of common stock. The warrant offers the lender flexibility to exercise within the limitations set to avoid exceeding 4.99% ownership, with an option to increase the cap to 9.99% after appropriate notice. This structure is designed to mitigate the risk of triggering regulatory thresholds or change-of-control provisions.

Unregistered Offering & Exemptions

The warrant and underlying shares are offered and sold without registration, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. This means the securities are not immediately tradable in public markets and may be subject to resale restrictions.

Direct Financial Obligation

The promissory note creates a direct financial obligation for the company, which may impact future liquidity and leverage. The note and related agreements (including SPA, MIPA, and Guaranty) are available for review, giving investors transparency into the terms and potential risks.

Price-Sensitive Triggers

• Adjustments to the warrant exercise price and shares may occur if the company pays stock dividends, undergoes stock splits, reclassifies shares, or enters fundamental transactions such as mergers or asset sales.
• If the company fails to maintain Nasdaq listing or timely file SEC reports, these may trigger events of default under the promissory note, potentially accelerating repayment or affecting warrant terms.
• Any change in control or delisting from Nasdaq could materially impact share value and investor returns.

Compliance and Reporting

The company affirms compliance with Nasdaq listing requirements and SEC reporting obligations. Failure to comply may result in events of default or affect trading status.

Tax Treatment

The company intends to remain a C corporation for federal tax purposes and treat the warrant and its exercise as a non-event for tax purposes. If withholding is necessary, the company will notify the holder and assist with compliance.

Potential Share Price Impact

This news is price-sensitive: The issuance of a warrant for up to 2.4 million shares could lead to dilution if exercised. The creation of a direct financial obligation and the terms related to Nasdaq listing and integration with other offerings could affect investor confidence and share price. Adjustments to warrant terms, especially in the event of corporate actions or listing changes, are critical for shareholders to monitor.

Important for Shareholders

• The private placement and warrant issuance may result in significant dilution if exercised.
• The company’s compliance with Nasdaq and SEC requirements is crucial to maintaining shareholder value.
• Events of default under the promissory note, such as late filings or delisting, can accelerate obligations and impact share price.
• Shareholders should review the exhibits (promissory note, warrant, SPA, MIPA, Guaranty) for full details.

Signature and Filing Details

The filing was signed by Michael Picchi, Chief Financial Officer (principal financial officer), on April 17, 2026, confirming the authenticity and timeliness of the report.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with financial advisors for a comprehensive understanding of the risks and implications before making any investment decisions. The information herein is based on publicly available filings and may be subject to change.

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