MKTY - Soluna Holdings Inc. Announces Closing of $7.8 Million Series A Preferred Stock Offering
ALBANY, N.Y. - (NewMediaWire) - December 28, 2021 - Soluna Holdings, Inc. (“SHI” orthe “Company”), (NASDAQ: SLNH), theparent company of Soluna Computing, Inc. ("SCI"), a cryptocurrencymining business powered by renewable energy, and MTI Instruments, Inc.("MTI Instruments"), a test and measurement instruments and systemsbusiness, today announced the closing of its underwritten publicoffering of 445,714 shares of its 9.0% Series A Cumulative Perpetual PreferredStock, par value $0.001 per share, with a $25.00 liquidation preference pershare (the “Series A Preferred Stock”), at a price to the public of $17.50 pershare. The Company received aggregate gross proceeds of $7.8 million, beforededucting underwriting discounts and other estimated offering fees and expenses.The offering is a re-opening of the original issuance of Series A PreferredStock, which occurred on August 23, 2021. The additional shares of Series APreferred Stock will form a single series, and be fully fungible, with theoutstanding shares of our Series A Preferred Stock. The first dividend on theSeries A Preferred Stock offered pursuant to the offering will be paid onJanuary 31, 2022, which will include a period of less than a full month afterthe issuance of the Series A Preferred Stock and will cover the period from December28, 2021 through January 31, 2022.
TheSeries A Preferred Stock are listed on the Nasdaq Stock Market LLC under thesymbol “SLNHP”.
TheCompany has granted the underwriters a 45-day option to purchase up to anadditional 66,857 shares of the Series A Preferred Stock (representing 15% ofthe shares of the Series A Preferred Stock being sold in the offering) to coverover-allotments, if any. The underwriters may exercise this option at any timeand from time to time during the 45-day period from the closing of the offering.
SHI intends to use the net proceeds of the offering for theacquisition, development and growth of data centers, including cryptocurrencymining processors, other computer processing equipment, data storage,electrical infrastructure, software and real property, and business, and forworking capital and general corporate purposes, which include, but are notlimited to, operating expenses.
TheSeries A Preferred Stock is perpetual and has no maturity date. The Series APreferred Stock is not redeemable prior to August 23, 2026, except under certaincircumstances. On or after August 23, 2026, the Series A Preferred Stock may beredeemed at the Company’s option, in whole or in part, from time to time, at aredemption price of $25.00 per share of Series A Preferred Stock, plus alldividends accumulated and unpaid (whether or not declared) on the Series APreferred Stock up to, but not including, the date of such redemption. TheSeries A Preferred Stock may also be redeemed upon the occurrence of certaindelisting or change in control events.
UnivestSecurities, LLC acted as the sole book running manager for this offering.
The offering was conducted pursuant to a prospectussupplement to base prospectus included in the Company's registration statementon Form S-3, as amended (File No. 333-261427) (the “Registration Statement”), which RegistrationStatement was previously filed with and subsequently declared effective by theSecurities and Exchange Commission (“SEC”) on December 16, 2021. Suchprospectus supplement and accompanying base prospectus relating to the offeringhave been filed with the SEC and are available on the SEC’s website athttp://www.sec.gov. Electronic copies of such prospectus supplement andaccompanying base prospectus relating to this offering may be obtained from Univest Securities, LLC, 75 Rockefeller Plaza, Suite1838, New York, NY 10019, by phone (212) 343-8888 or e-mail info@univest.us.
This press release shall notconstitute an offer to sell or the solicitation of an offer to buy thesesecurities, nor shall there be any sale of these securities in any state orjurisdiction in which such offer, solicitation or sale would be unlawful priorto registration or qualification under the securities laws of any such state orjurisdiction.
About Soluna Holdings,Inc.
Soluna Holdings, Inc.(Nasdaq: SLNH) is the leading developer of green data centers that convertexcess renewable energy into global computing resources. Soluna builds modular,scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI andmachine learning. Soluna provides a cost-effective alternative tobattery storage or transmission lines. Soluna’s MTI Instruments divisionmanufactures precision tools and testing equipment for electronics, aviation,automotive, power and other industries. Both Soluna and MTI Instruments usetechnology and intentional design to solve complex, real-world challenges. Upto 30% of the power of renewable energy projects can go to waste. Soluna’s datacenters enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
For more information aboutSoluna, please visit www.solunacomputing.com orfollow us on LinkedIn at linkedin.com/solunaholdings andTwitter @SolunaHoldings.
Forward Looking Statements
The statements in this press release, including with respect tothe expected timing of the closing of the offering, andthe anticipated use of proceeds, constitute forward-looking statements withinthe meaning of the federal securities laws. Forward-looking statements reflectmanagement’s current expectations, as of the date of this press release, andare subject to certain risks and uncertainties that could cause actual resultsto differ materially from future results expressed or implied by suchforward-looking statements. Actual results could differ materially from thoseexpressed or implied by such forward-looking statements as a result of variousfactors, including, but not limited to: (1) those risk factors set forth in theRegistration Statement and the prospectus supplement; and (2) other risks anduncertainties that may be detailed from time to time in SHI’s reports filedwith the SEC. Readers are cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date made. Except asrequired by law, the Company assumes no obligation to update or revise anyforward-looking statements.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com