| (1) |
Covers
(i) 1,489,460 additional shares of common stock, par value $0.001 per share (the “Common Stock”), available for issuance
under the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended (the “2021 Plan”), based
upon the total number of shares of Common Stock outstanding on July 1, 2025, and (ii) 1,554,930 additional shares of Common Stock
available for issuance under the Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan, as amended (the “2023
Plan”), based upon the total number of shares of Common Stock outstanding on July 1, 2025. In addition, pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional
shares of Common Stock that become issuable under the 2021 Plan and the 2023 Plan in respect of the securities identified in the
above table by reason of any stock split, stock dividend, antidilution provisions, and similar transactions. |