Soluna Holdings股东大会通过将授权普通股从3.75亿股增至10亿股，并批准YA II PN备用购股协议下20%以上发行上限

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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 16, 2026
SOLUNA
HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
Nevada
001-40261
14-1462255
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
325
Washington Avenue Extension
Albany
,
New York
12205
(Address
of Principal Executive Offices)
(Zip
Code)
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
stock, par value $0.001 per share
SLNH
The
Nasdaq Stock Market LLC
9.0%
Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
SLNHP
The
Nasdaq Stock Market LLC
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
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October
16, 2026, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”)
at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles
of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value
$0.001 per share (the “Common Stock”), from 375,000,000 shares to 1,000,000,000 shares (the “Certificate of Amendment”).
On
October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment
became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item
5.07
Submission
of Matters to a Vote of Security Holders.
On
October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual
Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the
Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the
approval of the Adjournment Proposal (each as defined below).
The
final voting results were as follows:
Proposal
1: Election of Directors Proposal
The
Company’s stockholders elected William Hazelip as a Class III Director (independent)
to serve for a three-year term until the Company’s 2029
Annual Meeting of Stockholders. Mr. Hazelip received the following votes:
For
Withheld
Broker
Non-Votes
86,060,721
9,310,875
62,813,005
The
Company’s stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until
the Company’s 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes:
For
Withheld
Broker
Non-Votes
91,940,521
3,431,075
62,813,005
The
Company’s stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until
the Company’s 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes:
For
Withheld
Broker
Non-Votes
94,735,702
635,894
62,813,005
Proposal
2: Proposal to Increase Authorized Shares
The
proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder
from 375,000,000 shares to 1,000,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the
following votes:
For
Against
Abstain
Broker
Non-Votes
144,378,143
13,309,538
496,920
N/A
Proposal
3: Say-on-Pay Proposal
The
proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in
the Company’s definitive proxy statement for the Annual Meeting (the “Say-on-Pay Proposal”) was approved based upon
the following votes:
For
Against
Abstain
Broker
Non-Votes
80,736,111
14,262,456
373,029
62,813,005
Proposal
4: Auditor Ratification Proposal
The
proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2026 (the “Auditor Ratification Proposal”) was approved based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
157,054,020
897,391
233,190
N/A
Proposal
5: Exchange Cap Proposal
The
proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the Company’s
issued and outstanding shares of Common Stock pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026, between the Company
and YA II PN, Ltd. (the “Exchange Cap Proposal”), was approved based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
89,707,854
5,440,475
223,267
62,813,005
Proposal
6: Adjournment Proposal
The
proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented
by proxy at the Annual Meeting and voting “FOR” the approval of any of the foregoing proposals was insufficient to approve
such proposal (the “Adjournment Proposal”) was approved based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
141,738,731
15,777,425
668,445
N/A
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
3.1
Certificate of Amendment, dated October 16, 2026, to the Articles of Incorporation of Soluna Holdings, Inc.
104
Cover Page Interactive Data File (embedded with 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:
October 19, 2026
By:
/s/
Michael Picchi
Michael
Picchi
Chief
Financial Officer
(principal
financial officer)

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EX-3.1
2
ex3-1.htm
EX-3.1
Exhibit 3.1