Soluna Holdings, Inc. Reports pricing of $29.2 million for its Series A preferred stock IPO and simultaneous registered direct offering

Soluna Holdings, Inc.

Soluna Holdings, Inc.

NEW YORK, NY, April 27, 2022 (GLOBE NEWSWIRE) – via New Media Wire – Soluna Holdings, Inc. (“SHI” or “the Company”) (Nasdaq: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for cryptocurrency mining and other intensive computing, today announced its IPO pricing for 525,714 shares of its 9.0%-accumulated cumulative perpetual preferred stock in Series A, at a par value of $0.001 per share. , with a liquidation preference of $25.00 per share (“Series A Preferred Shares”), at a price up to the public at $17.50 per share. In addition, the Company today announced pricing of its simultaneous registered direct offering to certain institutional lenders by way of a separate prospectus appendix, of 1,142,857 shares of Class A Preferred Stock, at an offering price of $17.50 per share, at the same price The public offering price of Group A shares, the preferred shares in the public offering.

The Company expects to issue approximately $29 million of Series A preferred stock in connection with the concurrent offering, and expects to amortize a principal amount of approximately $20 million in Company promissory notes held by institutional lenders in exchange for the Series A preferred shares issued for such These lenders in relation to the recorded direct offer. The company expects to receive a total of approximately $9.2 million from the subscribed public offering, before deducting underwriting discounts and other estimated offering fees and expenses. All Series A Preferred Stock shares are offered in both offerings by the Company. Series A preferred stocks are traded on the NASDAQ LLC under the symbol “SLNHP”.

In connection with the IPO, SHI has given insurers a 45-day option to purchase up to 78,857 additional shares of Series A Preferred Stock offered in the public offering at the public offering price of $17.50 per share, lower underwriting discounts and commissions to cover excess provisions, If any. Bids are expected to close on or about April 29, 2022, subject to customary closing conditions being met. Neither the closing of the subscribed public offering nor the closure of the simultaneous registered direct offering is dependent on the closing of the other.

SHI intends to use the net proceeds from the public offering to acquire, develop and grow data centers, including cryptocurrency mining processors, other computer processing equipment, data storage, electrical infrastructure, software and real estate, business, working capital and general corporate purposes, which include Including, but not limited to, operating expenses. The Company intends to acquire shares of Series A Preferred Stock issued to debenture holders in the registered direct offer to fully satisfy the Company’s obligations under these Promissory Notes.

Univest Securities, LLC acts as the sole principal managing the books for the public offering. The registered direct offer is made without a guarantor, hiring agent, broker or dealer.

The Series A shares of the preferred stock described above are being offered by the Company pursuant to a shelf registration statement on Form S-3, as amended (No. 333-261427), which the SEC declared effective December 16, 2021 (“Registration Statement” ).

The shares of Series A Preferred Stock are offered by means of two separate appendices to the Prospectus and the accompanying primary prospectus relating to the offerings that form part of the registration statement. The Supplement to the Preliminary Prospectus and the accompanying Prospectus relating to the terms and description of the IPO have been filed with the Securities and Exchange Commission (SEC) and are available on the SEC’s website at the following address: http://www.sec.gov. The final prospectus supplement and primary prospectus accompanying each offering will be filed with the Securities and Exchange Commission. Copies of the final prospectus for a subscribed public offering, when available, and the accompanying principal prospectus relating to this public offering may be obtained from: Univest Securities, LLC, 75 Rockefeller Plaza, 18th Floor, New York, NY 10019, by phone (212- 343). 8888 or email info@univest.us.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such shares of Series A Preferred Stock in any state or jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification of such shares under Securities laws of any state or jurisdiction.

About Soluna Holdings, Inc.

Soluna Holdings, Inc. (“SHI”) (Nasdaq: SLNH) is a leading developer of green data centers that transform excess renewable energy into global computing resources. SHI builds modular and scalable data centers for intensive computing and payable applications such as cryptocurrency mining, artificial intelligence, and machine learning. SHI provides a cost effective alternative to battery storage or transmission lines. SHI uses technology and intentional design to solve complex real-world challenges. Up to 30% of the energy of renewable energy projects can be wasted. SHI data centers enable owners of clean electricity assets to ‘sell’. all. megawatts.

For more information about Shi, please visit www.solunacomputing.com Or follow us on LinkedIn at linkin.com/solunaholdings and Twitter Tweet embed

forward-looking statements

Statements in this press release, including regarding anticipated offerings and the use of proceeds from such offerings, constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by these forward-looking statements. Actual results may differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to: (i) market conditions and the fulfillment of all conditions of the offer and its closing; ; (ii) the risk factors mentioned in the registration statement; and (iii) other risks and uncertainties that may be detailed from time to time in SHI reports submitted to the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.

Investor Relations:

Keren Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com