Soluna Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On May 19, 2026, Soluna Digital, Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”) with Navitas West Texas Investments SPV, LLC (the “Seller”), Navitas Advisors, LLC, and Soluna DV ComputeCo, LLC (the “Dorothy 1B Project Company”), pursuant to which the Purchaser acquired 49% of the issued and outstanding membership interests in the Dorothy 1B Project Company from the Seller. The Dorothy 1B Project Company is focused on proprietary bitcoin mining. The MIPA contains customary representations and warranties of the Seller and the Purchaser.
The closing of the acquisition (the “Closing”) occurred simultaneously with the execution of the MIPA on May 19, 2026. At the Closing, the Purchaser paid approximately $8.8 million to the Seller. Upon the Closing, the Purchaser owns 100% of the issued and outstanding membership interests in the Dorothy 1B Project Company.
The foregoing description of the MIPA is not complete and is qualified in its entirety by reference to the full text of the MIPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 20, 2026, the Company issued a press release announcing the acquisition of the remaining equity interests in the Dorothy 1B Project Company from the Seller, for approximately $8.8 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item 9.01. Financial Statements and Exhibits
| (d) Exhibits. | ||
| Exhibit No. | Description | |
| 10.1 | Membership Interests Purchase Agreement, dated May 19, 2026, by and among Soluna Digital, Inc., Navitas West Texas Investments SPV, LLC, Navitas Advisors, LLC, and Soluna DV ComputeCo, LLC. | |
| 99.1 | Press Release, dated May 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLUNA HOLDINGS, INC. | ||
| Date: May 20, 2026 | By: | /s/ Michael Picchi |
| Michael Picchi | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||