UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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) | ||