Revenue Performance - Revenue for Q3 2025 increased by 37% or $2.3 million from Q2 2025, driven by new customers at Dorothy [8] - Total revenue for the three months ended September 30, 2025, was $8,415,000, a 11.8% increase from $7,525,000 in the same period of 2024 [30] - For the three months ended September 30, 2025, total consolidated revenue was $8,415 million, a decrease from $8,415 million in the same period of 2024 [34] - For the nine months ended September 30, 2025, total revenue reached $20,510, with cryptocurrency mining revenue at $8,630 and data hosting revenue at $10,795 [40] Profitability and Loss - Gross profit for Q3 2025 rose to 28%, compared to 19% in Q2 2025, reflecting strong cost discipline and $400k in one-time electricity credits [9] - Adjusted EBITDA for Q3 2025 improved to a positive $0.1 million, compared to a loss of $1.4 million in Q1 2025 [12] - The net loss for Q3 2025 increased by $17.7 million, primarily due to fair value adjustments related to exercised warrants [12] - Net loss attributable to Soluna Holdings, Inc. for the three months ended September 30, 2025, was $23,956,000, compared to a loss of $7,190,000 in Q3 2024 [30] - For the three months ended September 30, 2025, the net loss was $25,787 thousand, compared to a net loss of $8,093 thousand for the same period in 2024, representing an increase of 218% [41] - The company reported a net loss before taxes of $42,618 million for the nine months ended September 30, 2025, compared to a loss of $21,525 million in 2024 [38] Cash and Liquidity - Cash reserves increased by $45 million to a record $60.5 million, strengthening the balance sheet for future investments [8] - Cash and restricted cash at the end of the period increased to $60,461,000 from $12,207,000 year-over-year, indicating improved liquidity [32] - The company generated net cash provided by financing activities of $71,615,000 for the nine months ended September 30, 2025, compared to $12,943,000 in the same period of 2024, highlighting strong financing activity [32] Capital and Financing - The company secured a $100 million credit facility from Generate Capital, with an initial draw of $12.6 million for refinancing and construction [4] - Capital raised in Q3 2025 totaled over $64 million, supporting growth and operational development [14] - The company reported a significant increase in additional paid-in capital, rising to $381,399,000 from $315,607,000, reflecting successful capital raising efforts [27] Operational Metrics - Soluna surpassed 4 EH/s of hash rate under management, with significant fleet upgrades across all sites [5] - Soluna's renewable-powered computing projects exceeded 1 GW, marking a major step toward a long-term roadmap of 2.8 GW [5] - Cryptocurrency mining revenue decreased to $2,769,000 in Q3 2025 from $2,811,000 in Q3 2024, while data hosting revenue increased to $5,257,000 from $4,271,000 [30] - Data Center Hosting Services revenue was $5,257 million for the three months ended September 30, 2025, compared to $4,271 million in 2024, reflecting an increase of 23.1% [34] Expenses - The company incurred interest expenses of $3,246,000 for the nine months ended September 30, 2025, compared to $1,694,000 for the same period in 2024, indicating higher borrowing costs [30] - The company incurred total general and administrative expenses of $1,669 million for the nine months ended September 30, 2025, compared to $1,669 million in 2024 [38] - Interest expense for the three months ended September 30, 2025, was $1,212 thousand, up from $821 thousand in the same period of 2024, indicating a 47.7% increase [41] - Depreciation and amortization expenses for the three months ended September 30, 2025, were $4,119 thousand, compared to $3,916 thousand for the same period in 2024, reflecting a 5.2% increase [41] Asset and Liability Management - Total assets as of September 30, 2025, were $152,035,000, up from $88,040,000 as of December 31, 2024, showing substantial growth in the asset base [27] - Total current liabilities increased to $56,190,000 as of September 30, 2025, compared to $47,873,000 at the end of 2024, indicating rising obligations [27] - The total cost of revenue for the three months ended September 30, 2025, was $6,086, leading to a gross profit margin of approximately 27.6% [39] - The total cost of revenue for the nine months ended September 30, 2025, was $15,818, with a notable increase in operational efficiency reflected in the gross profit [40]

Financial Performance - Total revenue for the nine months ended September 30, 2025, was $20,510,000, down 30.9% from $29,749,000 in the same period of 2024[31]. - Cryptocurrency mining revenue for Q3 2025 was $2,769,000, a slight decrease of 1.5% from $2,811,000 in Q3 2024[31]. - Data hosting revenue increased by 23% to $5,257,000 in Q3 2025, compared to $4,271,000 in Q3 2024[31]. - Operating loss for Q3 2025 was $(7,780,000), an improvement from $(9,016,000) in Q3 2024[31]. - Net loss attributable to Soluna Holdings, Inc. for Q3 2025 was $(23,956,000), compared to $(7,190,000) in Q3 2024[31]. - For the nine months ended September 30, 2025, the company reported a net loss of $25,787, with stock-based compensation expenses totaling $1,882[37]. - For the nine months ended September 30, 2025, the company reported a net loss of $40,921,000, compared to a net loss of $19,782,000 for the same period in 2024, indicating an increase in losses of approximately 106%[38]. - The Company reported a net loss of $25.8 million for the three months ended September 30, 2025, compared to a net loss of $8.1 million for the same period in 2024[169]. Assets and Liabilities - Total current assets increased to $66,405,000 as of September 30, 2025, compared to $13,495,000 on December 31, 2024, representing a growth of 392%[29]. - Total assets reached $152,035,000, up from $88,040,000, indicating a growth of 73%[29]. - Current liabilities increased to $56,190,000 from $47,873,000, reflecting a rise of 17%[29]. - Total liabilities rose to $78,570,000 from $60,678,000, reflecting an increase of 29%[29]. - Stockholders' equity improved to $73,465,000, compared to $27,362,000, showing a growth of 169%[29]. - The accumulated deficit increased to $(353,198,000) from $(314,304,000), indicating a worsening of 12%[29]. - The company reported accounts receivable of $4.4 million as of September 30, 2025, compared to $2.7 million as of December 31, 2024[71]. - The allowance for expected credit losses remained at $244 thousand for both September 30, 2025, and December 31, 2024[71]. - The Company incurred a provision on credit loss of approximately $244 thousand due to a borrower's financial difficulties[71]. - Total debt outstanding as of September 30, 2025, was $23.253 million, up from $21.505 million as of December 31, 2024, representing an increase of approximately 8.1%[85]. Shareholder Information - The company reported a total of 64,092,531 shares issued as of September 30, 2025, compared to 10,647,761 shares issued on December 31, 2024[29]. - Weighted average shares outstanding for basic and diluted shares increased to 26,983,023 in Q3 2025 from 6,388,335 in Q3 2024[31]. - The Company had approximately 7,174,725 common shares reserved for future issuance as of September 30, 2025, including 5,722,890 outstanding warrants[165]. - The Company issued 1,000,000 shares of common stock to the Investor, which can reduce the outstanding principal balance of the note[99]. - The Company issued secured convertible notes totaling $16.3 million, convertible into 1,776,073 shares at a price of $9.18 per share[131]. - As of September 30, 2025, the Company had 64,051,790 shares of common stock outstanding, an increase from 10,607,020 shares as of December 31, 2024[153]. Cash Flow and Financing Activities - The company raised approximately $71,615,000 from financing activities during the nine months ended September 30, 2025, compared to $12,943,000 in the same period of 2024[38]. - The company has drawn approximately $23.0 million in net proceeds from its At the Market Offering Agreement (ATM Agreement) as of September 30, 2025, with over $60 million still available[48]. - The company entered into a Credit and Guaranty Agreement providing for senior secured term loan commitments of up to $35.5 million, with approximately $12.6 million borrowed under this agreement as of September 12, 2025[51]. - The Company experienced a net cash used in operating activities of $3,479,000 for the nine months ended September 30, 2025, slightly higher than the $3,412,000 used in the same period of 2024[38]. - The Company has a loan commitment of up to $100 million, with $12.6 million drawn initially and an additional $22.9 million available upon approval[64]. Expenses and Losses - General and administrative expenses increased to $10,109,000 in Q3 2025, up from $7,652,000 in Q3 2024, reflecting a 32.5% increase[31]. - The company reported a fair value adjustment loss of $(22,047,000) in Q3 2025, compared to a gain of $328,000 in Q3 2024[31]. - The Company recorded a loss on the termination of the HPE Agreement amounting to approximately $28.6 million, which included a termination liability of about $20.0 million[79]. - The Company recorded a loss on debt extinguishment of approximately $1.4 million for the year ended December 31, 2024, due to the redemption of debt through equity[125]. - The Company incurred approximately $298 thousand and $1.0 million in interest expense for the three and nine months ended September 30, 2025, respectively, related to the June SPA[97]. Strategic Initiatives - The company plans to expand its market presence through new product offerings and strategic partnerships in the upcoming quarters[35]. - The Company has transitioned its Project Sophie from proprietary Bitcoin mining to hosting customer operations, with all 25 MW now performing data hosting services[42]. - The strategic pipeline contract is valued at $46.885 million and is critical for the company's digital mining and hosting business, aligning with its focus on renewable energy datacenters[76]. - The Spring Lane Commitment allows for capital contributions up to an aggregate amount of $45 million to fund projects for developing green data centers co-located with renewable energy assets[208]. Stock Compensation and Awards - The Company awarded 2,751,078 restricted stock awards under the 2023 Plan, with a market price at grant of $0.47[193]. - The Company awarded a total of 2,172,683 restricted stock awards under the 2021 Plan, with a market price at grant of $0.64 for common stock[194]. - As of September 30, 2025, the unrecognized compensation cost related to unvested awards was approximately $8.2 million, expected to be recognized over a weighted-average period of 1.5 years[201]. - The Company modified the terms of certain unvested awards in April 2024, resulting in an incremental compensation cost of approximately $4.0 million[200]. - The Company has not granted any options under the 2021 Plan and the 2023 Plan for the three and nine months ended September 30, 2025 and September 30, 2024[198].

As filed with the Securities and Exchange Commission on October 27, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLUNA HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7374 14-1462255 (I.R.S. Employer Identification Number) 325 Washington Avenu ...

Financial Performance - Q2 2025 revenue was $6.2 million, a net decline of $3.5 million year-over-year, primarily due to Bitcoin halving and Hashprice volatility[20] - Adjusted EBITDA improved by 25.5% ($0.4 million) in Q2 2025 compared to Q1 2025, maintaining a steady gross margin of 19%[4] - Net loss for Q2 2025 decreased by $1.4 million compared to Q2 2024, driven by revenue and gross profit improvements[11] - Total revenue for Q2 2025 was $6,158,000, a decrease of 36.5% compared to $9,675,000 in Q2 2024[36] - Cryptocurrency mining revenue decreased to $2,861,000 in Q2 2025 from $4,484,000 in Q2 2024, representing a decline of 36.3%[36] - Data hosting revenue also fell to $3,136,000 in Q2 2025 from $4,898,000 in Q2 2024, a decrease of 36%[36] - The net loss for the six months ended June 30, 2025, was $15,134,000, compared to a net loss of $11,689,000 for the same period in 2024, reflecting a 29.5% increase in losses[38] - Operating loss for Q2 2025 was $6,624,000, compared to an operating loss of $3,675,000 in Q2 2024, indicating a worsening of 80.3%[36] - For the three months ended June 30, 2025, total consolidated revenue was $6,158 million, a decrease of 34% from $9,675 million in the same period of 2024[40] - For the six months ended June 30, 2025, total consolidated revenue was $12,094 million, down from $22,224 million in the same period of 2024, representing a 46% decrease[44] Operational Highlights - Soluna secured $20 million in funding to launch Project Kati, a 35 MW phase of a 166 MW wind-powered data center, with construction expected to begin in Q3 2025[5] - The company has over 773 MW of data center capacity in operation, construction, or development, with a power pipeline increased to 2.8 GW of long-term capacity[6][8] - Project Dorothy 2 is on track, with all three building phases progressing as scheduled, and full energization anticipated in Q4 2025[7] - Increased deployments with key customers, including Blockware and Compass Mining, as Dorothy 1 space became available and Dorothy 2 came online[7] - Soluna anticipates revenue stabilization and growth as additional MW of Bitcoin Hosting capacity is commissioned over the next two years[20] Financial Position - The company reported robust cash reserves of $9.9 million at the end of Q2 2025, a $2.0 million increase since December 31, 2024[20] - Total assets increased to $91,952,000 as of June 30, 2025, up from $88,040,000 at the end of 2024, a growth of 3.3%[33] - Total liabilities rose to $62,633,000 as of June 30, 2025, compared to $60,678,000 at the end of 2024, an increase of 3.2%[33] - Cash and restricted cash at the end of Q2 2025 totaled $15,153,000, up from $12,509,000 at the end of Q2 2024, a rise of 20.5%[38] - Non-controlling interest increased to $48,778,000 as of June 30, 2025, from $39,841,000 at the end of 2024, a growth of 22.5%[33] Cost and Expense Management - The total segment cost of revenue for Q2 2025 was $5,352 million, up from $5,727 million in Q2 2024, reflecting a decrease of 7%[40] - General and administrative expenses for Q2 2025 totaled $244 million, compared to $310 million in Q2 2024, reflecting a reduction of 21%[42] - Utility costs for the six months ended June 30, 2025, were $3,551 million, compared to $5,419 million in the same period of 2024, a decrease of 35%[44] - The total cost of revenue for the six months ended June 30, 2025, was $9,733, compared to $11,180 for the same period in 2024, showing a reduction of approximately 13%[48] - The total cost of data hosting revenue, exclusive of depreciation, for the six months ended June 30, 2025, was $2,945, compared to $4,427 in the same period of 2024, reflecting a decrease of approximately 34%[48] Loss and Earnings Analysis - The company reported a basic and diluted loss per share of $0.69 for Q2 2025, compared to a loss of $2.97 per share in Q2 2024[36] - Segment operating income for Q2 2025 was $389 million, a significant decline from $3,345 million in Q2 2024[42] - The segment operating income for the first half of 2025 was $736 million, compared to $9,106 million in the first half of 2024, indicating a decline of 92%[46] - The net loss before taxes for Q2 2025 was $8,388 million, compared to a net loss of $9,794 million in Q2 2024, showing a slight improvement[42] - The company reported a gross (loss) profit of $(8) for the six months ended June 30, 2025, compared to a gross profit of $5,004 for the same period in 2024[48]

Financial Performance - Cryptocurrency mining revenue for Q2 2025 was $2.861 million, a decrease of 36.2% from $4.484 million in Q2 2024[32] - Total revenue for the first half of 2025 was $12.094 million, down 45.4% from $22.224 million in the same period of 2024[32] - Operating loss for Q2 2025 was $6.624 million, compared to a loss of $3.675 million in Q2 2024[32] - Net loss attributable to Soluna Holdings, Inc. for the first half of 2025 was $14.938 million, an improvement from a loss of $16.127 million in the same period of 2024[32] - The company reported a basic and diluted loss per share of $0.69 for Q2 2025, compared to $2.97 in Q2 2024[32] - The company reported a net loss of $40.01 million for the quarter, compared to a net loss of $38.51 million in the previous year[36] - The net loss for the six months ended June 30, 2025, was $15,134,000, compared to a net loss of $11,689,000 for the same period in 2024, representing a 29.5% increase in losses[39] - The company reported a net loss of $7,556 for the first quarter of 2025, compared to a net loss of $7,354 in the same period last year, indicating a slight increase in losses[37] - The company reported a net loss of $7,780 thousand for the three months ended June 30, 2025, compared to a net loss of $9,145 thousand for the same period in 2024[134] - The basic and diluted loss per share for the three months ended June 30, 2025, was $(0.69), while for the six months ended June 30, 2025, it was $(1.55)[134] Revenue Breakdown - The company experienced a decrease in data hosting revenue to $3.136 million in Q2 2025, down 36% from $4.898 million in Q2 2024[32] - For the three months ended June 30, 2025, the Cryptocurrency Mining segment generated $2.86 million in revenue, while the Data Center Hosting segment generated $3.14 million, totaling $5.997 million in segment revenue[199] - The total consolidated revenue for the same period was $6.158 million, including $161,000 from demand response services[199] - For the six months ended June 30, 2025, total consolidated revenue was $12,094 million, a decrease from $22,224 million in the same period of 2024, representing a decline of approximately 45%[203] - Demand response revenue for the six months ended June 30, 2025, was $668 million, compared to $1,168 million in 2024, showing a decline of about 43%[204] - Approximately 55% of the data center hosting revenue for the six months ended June 30, 2025, was generated from Project Dorothy 1A, down from 70% in 2024[209] Assets and Liabilities - Total current assets increased to $16.978 million as of June 30, 2025, up from $13.495 million at the end of 2024[30] - Total liabilities rose to $62.633 million as of June 30, 2025, compared to $60.678 million at the end of 2024[30] - Cash and restricted cash increased to $12.093 million as of June 30, 2025, from $9.993 million at the end of 2024[30] - The accumulated deficit as of June 30, 2024, was $(267,097,000), indicating ongoing challenges in achieving profitability[35] - The total stockholders' equity as of March 31, 2025, was $43,058, reflecting a decrease from the previous period[37] - The total assets of DVSL as of June 30, 2025, were $18.272 million, down from $19.441 million as of December 31, 2024[179] - The total liabilities of DVSL as of June 30, 2025, were $2.049 million, compared to $2.273 million as of December 31, 2024[179] Stock and Equity - The number of weighted average shares outstanding increased to 14,991,125 in Q2 2025 from 4,563,696 in Q2 2024[32] - The total number of common shares outstanding as of June 30, 2024, was 4,953,545[35] - The Company issued 1,188 billion shares, reflecting a significant increase in share issuance compared to prior periods[36] - The Company has reserved a total of 4,280,230 common shares for future issuance, including 2,347,135 outstanding warrants[132] - As of June 30, 2025, there were 19,055,122 shares of common stock outstanding, an increase from 10,607,020 shares as of December 31, 2024[126] Expenses and Costs - Interest expense amounted to $7.259 million, indicating a rise in financing costs[36] - Total stock-based compensation expenses were $2.027 million, consistent with the previous year[36] - The company recorded a total payment for consent fees of $5.938 million, which is a notable expense item for the quarter[36] - Utility costs for the six months ended June 30, 2025, were $3,551 million, slightly lower than $5,419 million in 2024, a decrease of approximately 35%[203] - Interest expense for the six months ended June 30, 2025, was $2,034 million, significantly higher than $873 million in 2024, indicating an increase of about 133%[205] Strategic Initiatives - The company has plans for market expansion and new product development, although specific figures were not disclosed in the call[36] - The company is focusing on enhancing its technology and product offerings to drive future growth[36] - The company is exploring strategic acquisitions to bolster its market position and enhance its product portfolio[36] - The Company is actively exploring strategic partnerships and potential acquisitions to enhance its market position and drive growth[38] - The Company initiated Soluna Cloud Services in Q3 2024 but exited this business line in Q1 2025, refocusing on colocation services for AI generative customers[193] Financing and Debt - The Company has outstanding commitments of $10.1 million related to capital expenditures for Project Dorothy 2 and Project Kati as of June 30, 2025[45] - The Standby Equity Purchase Agreement (SEPA) allows the company to raise up to $25 million, with approximately $2.0 million drawn as of June 30, 2025[48] - The Company recorded a loss on contract of approximately $28.6 million due to the termination of the HPE Agreement, with the liability reduced to approximately $19.3 million as of June 30, 2025[67] - The Company incurred approximately $354 thousand and $744 thousand in interest expense for the three and six months ended June 30, 2025, related to the June SPA[81] - The Galaxy Loan Agreement provides a term loan facility of $5.0 million with an interest rate of 15%, maturing on March 12, 2030, and incurred interest expenses of approximately $236 thousand and $277 thousand for the three and six months ended June 30, 2025, respectively[92] Employee Compensation - Stock-based compensation for the six months ended June 30, 2024, totaled $1,257,000, indicating ongoing investment in employee incentives[35] - The Company awarded 2,172,683 restricted stock awards under the 2021 Plan during the three and six months ended June 30, 2025, with a market price at grant of $0.64[161] - Unrecognized compensation cost related to unvested Awards was approximately $9.3 million as of June 30, 2025, expected to be recognized over a weighted-average period of 1.5 years[165] Legal and Regulatory - As of June 30, 2025, the Company has an outstanding principal of approximately $9.2 million and an outstanding interest and penalty balance of approximately $3.0 million related to legal proceedings[147] - The Company has not recorded a liability for a discretionary bonus program of approximately $2.1 million as it is not probable that the conditions for payout will be met[142] Acquisitions and Investments - The Company completed the acquisition of Soluna Callisto on October 29, 2021, acquiring substantially all assets of Harmattan Energy, Ltd. (HEL) related to cryptocurrency mining projects[151] - In connection with the Soluna Callisto acquisition, the Company paid HEL $725 thousand and issued Termination Shares[152] - The Company fully impaired its equity investment in HEL, valued at $0 as of June 30, 2025, and December 31, 2024[159]

Financial Performance - Q1 2025 revenue was reported at $5.9 million, a decline compared to the same period in 2024 due to several factors including BTC halving and market conditions[11] - Total revenue for Q1 2025 was $5.936 million, a decrease of 52.7% compared to $12.549 million in Q1 2024[29] - Cryptocurrency mining revenue decreased to $2.999 million, down 53.1% from $6.396 million in the same period last year[29] - Data hosting revenue also declined to $2.402 million, a 54.5% decrease from $5.278 million in Q1 2024[29] - The net loss attributable to Soluna Holdings, Inc. for Q1 2025 was $7.556 million, compared to a net loss of $5.254 million in Q1 2024[29] - Basic and diluted loss per share for Q1 2025 was $0.88, an improvement from a loss of $2.62 per share in Q1 2024[29] - The net loss from continuing operations for the three months ended March 31, 2025, was $7,354 million, an increase from a loss of $2,544 million in the same period of 2024[36] - Adjusted EBITDA declined to a loss of $1.6 million, down $6.8 million from Q1 2024, influenced by revenue and cost factors[15] - Adjusted EBITDA for the three months ended March 31, 2025, was $(1,648) million, down from $5,147 million in the previous year[36] Cash and Assets - Unrestricted cash increased to $9.2 million, reflecting a $1.4 million growth from December 31, 2024[11] - Total current assets increased to $15.758 million as of March 31, 2025, up from $13.495 million at the end of 2024[26] - Cash and restricted cash at the end of Q1 2025 totaled $14.448 million, an increase from $11.394 million at the end of Q1 2024[31] Liabilities and Expenses - Total liabilities rose to $63.056 million as of March 31, 2025, compared to $60.678 million at the end of 2024[26] - Operating expenses for Q1 2025 were $8.350 million, up from $6.397 million in Q1 2024, reflecting increased general and administrative costs[29] - The company reported a significant increase in stock-based compensation, totaling $1.847 million in Q1 2025 compared to $661,000 in Q1 2024[31] - Interest expense for the three months ended March 31, 2025, was $838 million, compared to $424 million in the previous year[36] Projects and Development - The company has 220MW of new projects in development, contributing to a total project pipeline of approximately 698MW across operations, construction, and development[10] - Project Dorothy 2 is expected to increase Bitcoin hosting capacity by 64%, reaching a total of 123MW, with an expected completion timeline of Q4 2025[7] - The termination of the HP Enterprises contract allows the company to refocus on crypto-mining and AI data center development[6] - The company anticipates revenue stabilization and growth as additional MW of Bitcoin hosting capacity is commissioned over the next two years[11] Patents and Technology - The second utility patent was awarded in April 2025, expanding the scope of Soluna's Modular Data Center technology[10] Historical Comparison - Total revenue for the three months ended March 31, 2024, was $12,549 million, a decrease from $11,674 million in the previous quarter[33] - Cryptocurrency mining revenue was $6,396 million, while data hosting revenue was $5,278 million for the same period[33] - Segment operating income for the three months ended March 31, 2024, was $5,703 million, compared to $3,229 million in the previous year[33] - Total cost of revenue for the three months ended March 31, 2024, was $5,615 million, compared to $4,763 million in the previous quarter[35] - The gross profit for the three months ended March 31, 2024, was $6,934 million, a decrease from $1,173 million in the previous quarter[35] - Demand response revenue for the three months ended March 31, 2024, was $875 million, while it was $507 million in the same period of 2025[35] - The total segment cost of revenue for the three months ended March 31, 2024, was $5,777 million, an increase from $5,615 million in the previous quarter[33]

Financial Performance - Cryptocurrency mining revenue decreased to $2,999,000 in Q1 2025 from $6,396,000 in Q1 2024, a decline of approximately 53%[33] - Total revenue for Q1 2025 was $5,936,000, down from $12,549,000 in Q1 2024, representing a decrease of about 53%[33] - Net loss attributable to Soluna Holdings, Inc. was $7,556,000 in Q1 2025 compared to a net loss of $5,254,000 in Q1 2024, indicating a worsening of approximately 44%[33] - Basic and diluted loss per share for Q1 2025 was $0.88, compared to $2.62 in Q1 2024[33] - For the three months ended March 31, 2025, the net loss was $7.354 million, compared to a net loss of $2.544 million for the same period in 2024, indicating a significant increase in losses[41] - The company reported a net loss of $10,873,000 for the quarter ending March 31, 2024, compared to a net loss of $5,254,000 for the previous quarter[36] Assets and Liabilities - Total current assets increased to $15,758,000 as of March 31, 2025, up from $13,495,000 as of December 31, 2024, reflecting a growth of about 17%[30] - Total assets rose to $90,049,000 as of March 31, 2025, compared to $88,040,000 as of December 31, 2024, an increase of approximately 2%[31] - Total liabilities increased to $63,056,000 as of March 31, 2025, up from $60,678,000 as of December 31, 2024, a rise of about 4%[31] - The total accumulated deficit increased to $314,304,000 by December 31, 2024, reflecting ongoing financial challenges[37] Cash Flow and Expenditures - The company’s cash position improved to $9,161,000 as of March 31, 2025, compared to $7,843,000 as of December 31, 2024, an increase of about 17%[30] - Operating cash flow for the three months ended March 31, 2025, was a net cash used of $177 thousand, a decrease from net cash provided of $3.850 million in the same period of 2024[41] - The company incurred $3.808 million in capital expenditures for property, plant, and equipment during the three months ended March 31, 2025, compared to $524 thousand in the same period of 2024[41] Debt and Financing - The company has significant outstanding debt and negative working capital as of March 31, 2025, raising concerns about its ability to continue as a going concern[47] - Total debt as of March 31, 2025, is $24,038,000, consisting of $13,848,000 in current debt and $10,190,000 in long-term debt[75] - The company executed a warrant exercise resulting in the issuance of 530,776 shares during the quarter ending September 30, 2024[37] - The company is exploring various financing strategies, including stock issuances and debt borrowings, to meet its financial obligations and support growth[48] Stock and Equity - The total number of common stock shares increased to 7,690,219 as of September 30, 2024, up from 2,882,231 shares as of March 31, 2024[37] - The Company issued 1,000,000 shares of common stock to the Investor on April 29, 2025, as part of the agreement[86] - As of March 31, 2025, the Company had approximately $9.2 million in cash on hand and has drawn approximately $2.0 million from a Standby Equity Purchase Agreement (SEPA) to fund operations and projects[49] Operational Changes - The company transitioned its focus at Project Sophie from proprietary Bitcoin mining to hosting customers' Bitcoin mining operations in Q2 2023[45] - The Company plans to focus on providing colocation services at data centers for AI generative customers after exiting active provision of HPC services[204] Segment Performance - The Cryptocurrency Mining segment generates revenue from Bitcoin mining activities, primarily from Project Dorothy[207] - The High-Performance Computing Services segment began generating revenue in December 2024, with minimal revenue reported for the three months ended March 31, 2025[207] - Demand response revenue contributed $507 million to total revenue in Q1 2025[209] - Segment operating income for Data Center Hosting was $543 million, while Cryptocurrency Mining reported an operating loss of $67 million[209] Future Outlook - The Company plans to continue evaluating different financing strategies to support operations in fiscal year 2025[50] - Future growth may be driven by the integration of new technologies and market expansion strategies[208]

Revenue and Growth - Revenue for FY 2024 reached $38.0 million, an increase of 80.5% compared to $21.1 million in FY 2023[7] - Total revenue for Q4 2024 was $8.3 million, a 9.9% increase from Q3 2024 revenue of $7.5 million[9] - Total revenue for the year ended December 31, 2024, was $38,021,000, representing a 80.5% increase from $21,066,000 in 2023[21] - Cryptocurrency mining revenue increased to $17,027,000 in 2024, up 60.5% from $10,602,000 in 2023[21] - Data hosting revenue rose to $18,838,000, a 84.5% increase compared to $10,196,000 in the previous year[21] Financial Performance - Adjusted EBITDA for 2024 was $0.9 million, a significant improvement of $4.4 million from a loss of $3.5 million in 2023[9] - Adjusted EBITDA for 2024 was $942,000, a recovery from a loss of $3,457,000 in 2023, showing improvement in operational performance[25] - The company reported a net loss of $58,300,000 for 2024, compared to a net loss of $27,703,000 in 2023, indicating a significant increase in losses[21] - Operating loss for 2024 was $47,523,000, compared to $20,241,000 in 2023, reflecting increased operational challenges[21] - The company reported a net loss of $38,518,000 for the three months ended December 31, 2024, with a consistent trend of increasing losses throughout the year[27] Cash and Assets - Unrestricted cash grew by 23.2% to $7.8 million at the end of 2024, compared to the end of 2023[9] - Cash and restricted cash at the end of 2024 was $10,453,000, slightly up from $10,367,000 at the end of 2023[23] - Total assets decreased to $88,040,000 in 2024 from $91,276,000 in 2023, showing a decline in overall asset base[19] Liabilities and Expenses - Total current liabilities surged to $47,873,000 in 2024, up from $28,175,000 in 2023, indicating a significant increase in short-term obligations[19] - Selling, General & Administrative expenses increased by $3.3 million in FY 2024 due to expanded hiring and compliance costs[14] - Stock-based compensation costs increased to $5,311,000 in 2024 from $4,312,000 in 2023, indicating higher expenses related to employee compensation[25] - Total interest expense for 2024 was $2,527,000, slightly down from $2,748,000 in 2023, reflecting a minor reduction in financing costs[25] Operational Developments - Demand Response Services generated $2.1 million in revenue in 2024, following its launch in December 2023[7] - Project Dorothy 2 is expected to increase Bitcoin hosting capacity by 64.0% to a total of 123 MW, with completion anticipated by Q4 2025[8] - The company terminated its HPE GPU-as-a-Service contract, resulting in a loss of $28.6 million, to refocus on Bitcoin and AI data centers[8] Non-Cash Items and Provisions - The company recognized a provision for credit losses of $760,000 in 2024, indicating a cautious approach to potential defaults[25] - The company incurred a loss on contract amounting to $28,593,000 in the fourth quarter of 2024, which was not present in the previous year[27] - Loss on debt extinguishment and revaluation for 2024 was $7,349,000, compared to $3,904,000 in 2023, highlighting increased financial restructuring costs[25] - The company reported a significant increase in non-cash items, including a loss on sale of fixed assets totaling $31,000 in 2024[27] Shareholder Impact - The weighted average shares outstanding increased significantly to 6,280,915 in 2024 from 1,313,718 in 2023, reflecting potential dilution[21]

Financial Performance - Revenue for the last quarter reached $150 million, a 15% increase compared to the previous quarter, driven by higher Bitcoin prices and increased mining efficiency [30]. - Future guidance estimates an annual revenue growth rate of 25% over the next three years, supported by market expansion and technological advancements [30]. Operational Efficiency - The company reported a significant increase in computational power, achieving a hashrate of 5 Exahash per second (EH/s), representing a 25% increase year-over-year [19]. - The Power Usage Effectiveness (PUE) ratio improved to 1.1, indicating a 10% increase in energy efficiency compared to the previous year [28]. - The Bitcoin mining operation's profitability improved by 30% due to reduced energy costs and optimized mining strategies [15]. Growth and Expansion - The company plans to expand its data center capacity by 30% over the next year, which is expected to enhance operational efficiency and support future growth [35]. - The company anticipates a 20% growth in hosted customer contracts, reflecting increased demand for data center colocation services [17]. - New product offerings in AI and high-performance computing are projected to contribute an additional $20 million in revenue by the end of the fiscal year [12]. - The company is exploring strategic acquisitions to enhance its capabilities in generative AI, which could potentially add $50 million in revenue over the next two years [20]. Additional Revenue Streams - The company is actively engaging in grid demand response services, which are expected to generate an additional $5 million in revenue annually [22].

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on February 3, 2025 Registration No. 333-282559 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 SOLUNA HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7374 14-1462255 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Num ...