Soluna Holdings, Inc (0000064463) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2026

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 20, 2026, Soluna Holdings, Inc. (the “Company”) and certain affiliates thereof entered into a Subscription Agreement (as defined and discussed in further detail below) with certain affiliates of Applied Digital Corporation, a Nevada corporation (“Applied”), to form a jointly owned company to develop a planned 50 megawatt Critical I.T. data center for artificial intelligence and high-performance computing at Project Dorothy 3, the Company’s development site near Silverton (Briscoe County), Texas, and the Briscoe Wind Farm.

The Subscription Agreement

On October 20, 2026, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Soluna HPC D3 STX HoldCo, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“Soluna Investor”), Soluna STX Borrower HoldCo, LLC, a Delaware limited liability company (“Soluna STX”), APLD Intermediate HoldCo, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Applied (“Applied Guarantor”), APLD STX Holdings LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Applied (“Applied Investor”), STX JV Holdings LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Applied (the “Project Company”), and Soluna DV Services, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (the “Ground Lessee”). Pursuant to the Subscription Agreement, at the closing (the “Closing”) of the transactions contemplated by the Subscription Agreement (the “Transactions”), Soluna Investor is obligated to subscribe for and acquire common units representing 49% of the issued and outstanding membership interests of the Project Company, and Applied Investor is obligated to subscribe for and acquire common units representing 51% of the issued and outstanding membership interests of the Project Company. As consideration for issuance of Project Company common units to Soluna Investor, Ground Lessee, as landlord, and STX-01 LLC, a wholly owned subsidiary of the Project Company, as tenant, will enter into the Ground Sublease (as defined below), with an attributed value to Soluna Investor, pursuant to the Subscription Agreement, of $18,750,000. Additionally, Soluna STX will contribute STX JV Intermediate Holdings, LLC, a newly formed holding company and wholly owned subsidiary of Soluna STX, to the Project Company. As consideration for issuance of Project Company common units to Applied Investor, Applied Investor will contribute to the Project Company an amount in cash equal to $19,515,306, subject to a dollar-for-dollar credit against such amount for amounts actually paid by Applied Investor or its affiliates prior to the Closing for certain development work performed at the site of the Project (as defined below) or the procurement of certain long lead-time equipment on behalf of the Project Company. Soluna Investor’s and Applied Investor’s obligations under the Subscription Agreement are guaranteed respectively by the Company and Applied Guarantor.

The Closing is expected to occur on or before December 1, 2026 (the “Outside Date”), subject to the satisfaction or waiver of certain conditions set forth in the Subscription Agreement, including: (1) the absence of any law, order or injunction enacted, issued or in effect that restrains, enjoins, prohibits or otherwise prevents the Transactions, and the absence of any action instituted or threatened in writing by a governmental authority that would reasonably be expected to prevent or prohibit the Transactions; (2) the occurrence of the Tax Abatement Vote (as defined in the Subscription Agreement), (3) the accuracy, as of the Closing, of the representations and warranties made by each party in the Subscription Agreement in all respects, except for such inaccuracies as are de minimis in nature and amount relative to the applicable representation and warranty taken as a whole; (4) the performance or compliance by each party, in all material respects, with all obligations and covenants required to be performed or complied with by it at or prior to the Closing; (5) the negotiation, execution and delivery by each party thereto of the agreements and other documents required to be executed and delivered at or prior to the Closing, including the LLC Agreement (defined below) and the Ancillary Agreements (as defined below) (collectively, the “Transaction Documents”); (6) the requisite internal approvals by ChronoScale Holdings Corporation, a Nevada corporation (“ChronoScale”), and its applicable affiliate of the Data Center Lease (as defined below); (7) the requisite internal approvals by Applied, the Company and each of their applicable affiliates of the Transaction Documents (including the LLC Agreement and the Ancillary Agreements); and (8) the issuance of the Leasehold Title Policy (as defined in the Subscription Agreement) by the applicable title company. Either Soluna Investor or Applied Investor may terminate the Subscription Agreement if the Closing has not occurred on or before the Outside Date, except that if, as of such date, all conditions to the Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and are then capable of being satisfied) other than the condition relating to (i) the Tax Abatement Vote, then the Outside Date will automatically be extended, for one time only, by thirty (30) days, or (ii) the issuance of the Leasehold Title Policy or delivery of Title Deliverables, then the Outside Date will automatically be extended, for one time only, by ten (10) days, but in no event will the Outside Date extend beyond December 31, 2026.

As of the date of this Current Report Form 8-K, certain development work related to the Project has begun at the site of the Project and will continue through the Closing, and certain equipment necessary for the development of the Project may be procured, in each case, at the costs and expense of Applied (collectively, the “Funded Costs”). If the Closing fails to occur and the Subscription Agreement is terminated, Soluna Investor will be obligated to reimburse Applied Investor for eighty percent (80%) of such Funded Costs, up to a maximum of $45 million, subject to a reimbursement schedule and interest as specified in the Subscription Agreement, which obligation is guaranteed by the Company.

The LLC Agreement

In connection with the Subscription Agreement and the Transactions, at Closing, Soluna Investor and Applied Investor will also enter into an Amended and Restated Limited Liability Company Agreement of the Project Company (the “LLC Agreement”), setting forth the terms and conditions of the ownership, management and operation of the Project Company. The purpose of the Project Company is to, among other things, acquire, own, construct, develop, operate, manage, lease and monetize the initial phase of a data center facility known as “Dorothy 3A,” consisting of approximately 75 megawatts of gross capacity, or 50 megawatts of Critical I.T. capacity, in Briscoe County, Texas (the “Project”). The LLC Agreement is expected to contain customary representations and warranties of the parties thereto. The terms of the LLC Agreement, when finalized, may differ from those currently contemplated by the Subscription Agreement.

The Lease Agreements

In connection with the Subscription Agreement, the LLC Agreement and the Transactions, at Closing, the Ground Lessee will enter into a 99-year Ground Sublease Agreement (the “Ground Sublease”) with STX-01 LLC, a wholly-owned subsidiary of the Project Company (“Tenant”), pursuant to which Tenant will lease from the Ground Lessee, all right, title and interest of Ground Lessee in the land leased under that certain Ground Lease to be entered into between Soluna Dorothy 3 Energy ServiceCo, LLC and Soluna DV BNSF Energy HoldCo, LLC (collectively, the “Fee Owner”), as landlords, and the Ground Lessee, as tenant, covering certain real property located in Briscoe County, Texas (the “Fee Ground Lease”), upon which the Project will be developed. The terms of the Ground Sublease and the Fee Ground Lease, when finalized, may differ from those currently contemplated by the Subscription Agreement.

The Warrant

The Subscription Agreement contemplates that, at the Closing, the Company will issue to Applied or an affiliate thereof (the “Holder”) in a private placement (“Private Placement”), a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 7,644,444 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $0.74 per share. The Warrant is anticipated to be exercisable at any time on or after the issue date and on or prior to the seven-year anniversary thereof. The Warrant is anticipated to be subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In the event of certain corporate transactions, the Holder is anticipated to be entitled to receive, upon exercise of the Warrant, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrant immediately prior to such transaction. The Holder is expected to agree that, for the period beginning on the issue date and ending on the earlier of the twelve-month anniversary thereof and the date on which the volume weighted average price of the Common Stock equals or exceeds $10.00 per share, it will not, directly or indirectly, engage in any short sale of the Common Stock or otherwise hedge its economic exposure to the Common Stock. The Warrant is not expected to entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common Stock are entitled. The Warrant is expected to be issued and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act promulgated thereunder and in reliance on similar exemptions under applicable state laws.

The form of the Warrant has not been finalized as of the date of this Current Report Form 8-K, and the issuance of the Warrant is conditioned upon the occurrence of the Closing.

The Registration Rights Agreement

The Subscription Agreement contemplates that, at the Closing, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holder, pursuant to which the Company would agree to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register the resale or other disposition of the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (together, the “Registrable Securities”). It is expected that the Company will be required to prepare and file a registration statement with the SEC on or prior to 30 days following the Closing (the “Filing Deadline”), and to have the registration statement declared effective as soon as reasonably practicable but in no event later than 30 days of the Filing Deadline if the SEC does not review such registration statement. It is expected that the Company will also be required to use its commercially reasonable efforts to keep any such registration statement continuously effective until (i) the date that all of the Registrable Securities have been publicly sold by the Holder, (ii) the date that all of the Registrable Securities have been previously sold in accordance with Rule 144 or (iii) such time as all of such Registrable Securities may be sold by the Holder without any restriction pursuant to Rule 144, including holding period, volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

The form of the Registration Rights Agreement has not been finalized as of the date of this Current Report Form 8-K, and entry into the Registration Rights Agreement is conditioned upon the occurrence of the Closing.

The Ancillary Agreements

The Subscription Agreement contemplates that, at or prior to the Closing, the parties, certain of their respective affiliates and certain third parties will enter into a number of additional agreements (the “Ancillary Agreements”) as set forth in the Subscription Agreement, including (i) the Fee Ground Lease, (ii) the Ground Sublease, (iii) a data center lease between Tenant, as landlord, and ChronoScale or an affiliate thereof, as tenant, (the “Data Center Lease”), (iv) an engineering, procurement and construction contract relating to the Project, (v) certain shared services agreements among the parties, (vi) assignment and assumption agreements with respect to certain contracts relating to the Project, (vii) the Warrant, and (viii) the Registration Rights Agreement. Other than the form of assignment and assumption agreement, the forms of the Ancillary Agreements have not been finalized as of the date of this Current Report Form 8-K. During the period from the date of the Subscription Agreement until the earlier of the Closing and the termination of the Subscription Agreement (the “Interim Period”), the parties have agreed to use commercially reasonable efforts to negotiate in good faith to finalize the Ancillary Agreements. The execution and delivery of the Ancillary Agreements in form and substance reasonably acceptable to the parties thereto, Soluna Investor and Applied Investor and the requisite internal approvals by Applied, the Company and each of their applicable affiliates of the Transaction Documents (including the LLC Agreement and the Ancillary Agreements) are conditions to each party’s obligation to consummate the Closing, and the requisite internal approvals by ChronoScale and its applicable affiliate are a condition to the obligations of Applied Investor and Applied Guarantor to consummate the Closing. If the parties are unable to agree upon final forms of the Ancillary Agreements, the Closing may not occur. The terms of the Ancillary Agreements and LLC Agreement, when finalized, may differ from those currently contemplated by the Subscription Agreement.

The foregoing description of the Subscription Agreement is not complete and is qualified in its entirety by reference to the full text of the Subscription Agreement. A copy of the executed Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrant and the shares of Common Stock underlying the Warrant is incorporated by reference herein.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding their respective businesses, including the ability to complete the closing of the transactions contemplated by the Subscription Agreement on the proposed terms and schedule, and the satisfaction of the conditions precedent to the closing of the transactions contemplated by the Subscription Agreement, including approval of a tax abatement; the formation of the Project Company; the negotiation and execution of a definitive lease with ChronoScale and definitive power supply agreements; the development, financing, construction, energization, and operation of the Project; whether the development of the Project may be more difficult, time-consuming or costly than expected, whether the expected benefits of the Project will occur, and the Company’s development pipeline. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” and similar statements. The Company may also make written or oral forward-looking statements in their periodic reports filed with the SEC, in press releases and other written materials, and in oral statements made by their officers, directors, or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, including but not limited to, failure to negotiate final forms of the Ancillary Agreements in form and substance acceptable to Soluna Investor, Applied Investor and the parties thereto; failure to obtain the required approvals of the Company, Applied and ChronoScale, and their applicable affiliates; failure to satisfy other closing conditions to the transaction or to complete the transaction on anticipated terms and timing (or at all); the risk that the Company may be required to reimburse substantial amounts to Applied Investor following a termination of the Subscription Agreement; risks that the Project may not obtain any required regulatory approval; the risk that disruptions from the transaction will harm business plans and operations; significant transaction costs, or difficulties in connection with the transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the transaction; the occurrence of any event that could give rise to the termination of the proposed transaction; the applicable company’s ability to complete construction of its data center campuses as planned; changes to AI and high performance computing infrastructure needs and their impact on future plans; costs related to the high performance computing operations and strategy; the applicable company’s ability to timely deliver any services required in connection with completion of installation under lease agreements; the applicable company’s ability to raise additional capital to fund the ongoing datacenter construction and operations; the applicable company’s dependence on principal customers; power or other supply disruptions and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; maintenance of third party relationships; and conditions in the debt and equity capital markets. Further information regarding such risks and uncertainties is included in the Company’s most recently filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. All information provided in this Current Report Form 8-K is as of the date of this Form 8-K, the Company undertakes no duty to update such information, except as required under applicable law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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.