Bylaw Amendment · Shareholder Vote

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): November 7, 2025       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 in Item 5.07 of this Current Report on Form 8-K, on November 7, 2025, Soluna Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special 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 75,000,000 shares to 375,000,000 shares (the “Certificate of Amendment”).   On November 7, 2025, 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 November 7, 2025, the Company held the Special Meeting. The stockholders of the Company acted upon the following proposals at the Special Meeting: (1) the approval of the Proposal to Increase Authorized Shares and (2) the approval of the Adjournment Proposal (each as defined below).   The final voting results were as follows:   Proposal 1: 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 75,000,000 shares to 375,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following votes:   For   Against   Abstain   Broker Non-Votes 33,582,731   4,101,988   197,071   N/A   Proposal 2: Adjournment Proposal   The proposal to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the amendment to the Articles (the “Adjournment Proposal”) was approved based upon the following votes:   For   Against   Abstain   Broker Non-Votes 34,314,908   3,472,230   94,652   N/A   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   3.1   Certificate of Amendment, dated November 7, 2025, 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: November 10, 2025 By: /s/ David C. Michaels     David C. Michaels     Chief Financial Officer     (principal financial officer)