Soluna Inks Agreement with Noteholders to Bolster Balance Sheet Ahead of Halving
01 Marzo 2024 - 2:00PM
Business Wire
Includes $3M Funding Arrangement and Right to
Raise Equity
Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH),
the parent company of Soluna Computing, Inc. (“SCI”), a developer
of green data centers for Bitcoin mining and other intensive
computing applications, announced today the Company entered into a
fourth amendment with the convertible noteholders to reprice
certain warrants that would allow the Company to raise up to $3
million. In addition, the Company will be allowed to file an
at-the-market offering (ATM) with an initial floor price of $10 per
share to take advantage of future financing opportunities in the
equity markets.
John Belizaire, CEO of Soluna Holdings, commented, “We are
progressively tuning our capital formation approach to take
advantage of the growth opportunities on the horizon for the
company. This amendment is part of a multi-prong approach to
support our scaling plans.”
The Company and the noteholders entered into a fourth amendment
effective as of February 28, 2024 allowing the Company to raise $3
million via a warrant reprice & exchange program and to
undertake ATM transactions in the future provided the market price
of the shares of common stock shall be at least $10 per share
initially (ATM Floor), which is reduced to $8 per share six months
after the ATM is effective and $6 per share 12 months after the
effective date of the ATM. The ATM Floor is eliminated once the
aggregate principal balance of the notes is less than $1.5
million.
In addition, the Company will be permitted to unilaterally
extend the maturity date of the notes for two 3-Month extensions if
prior to the then-in-effect maturity date, the Company gives notice
to the noteholders and increases the principal amount of the notes
on the date of each such extension by two percent (2%) of the
principal amount of the notes outstanding on the date of the
amendment per each extension.
In consideration of the new rights described above, the Company
will:
- Reduce the conversion price of the convertible notes to $3.78
per share;
- The noteholders will receive an aggregate of 850,000 three-year
warrants exercisable at $0.01 per share;
In addition, the Company will implement a warrant program to
provide up to $3 million of capital to help fund its growth, as
follows:
- An aggregate of 320,005 warrants held by the noteholders will
have the exercise price reduced to $3.78 per share;
- An aggregate of 478,951 warrants held by the noteholders will
have the exercise price reduced to $6.00 per share (Repriced
Warrants). For every one Repriced Warrant exercised by a Purchaser,
such Purchaser shall receive 1.36 new five-year warrants with an
exercise price of $0.01, 1.6 new five-year warrants with an
exercise price of $4.20, and 1.6 new five-year warrants with an
exercise price of $5.70. Pursuant to additional agreements with
holders of another 46,618 outstanding warrants the resulting total
of Repriced Warrants is 530,569.
The foregoing is subject to stockholder approval at the
Company’s annual meeting of shareholders, to be held no later than
May 30, 2024.
The text of the amendment is included in an 8-K to be filed with
the Securities and Exchange Commission.
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 can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “confident” and similar statements. Soluna
Holdings, Inc. may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including but not limited to
statements about Soluna’s beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, further information regarding
which is included in the Company's filings with the Securities and
Exchange Commission. All information provided in this press release
is as of the date of the press release, and Soluna Holdings, Inc.
undertakes no duty to update such information, except as required
under applicable law.
About Soluna Holdings, Inc (SLNH)
Soluna is on a mission to make renewable energy a global
superpower using computing as a catalyst. The company designs,
develops and operates digital infrastructure that transforms
surplus renewable energy into global computing resources. Soluna’s
pioneering data centers are strategically co-located with wind,
solar, or hydroelectric power plants to support high-performance
computing applications including Bitcoin Mining, Generative AI, and
other compute intensive applications. Soluna’s proprietary software
MaestroOS(™) helps energize a greener grid while delivering
cost-effective and sustainable computing solutions, and superior
returns. To learn more visit solunacomputing.com. Follow us on X
(formerly Twitter) at @SolunaHoldings.
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