Soluna Holdings Files Universal Shelf Offering

Provides Financial Flexibility to Capitalize on Growth Opportunities

NEW YORK - (NewMediaWire) - December 01, 2021 - Soluna Holdings, Inc. (Nasdaq: SLNH) (formerly Mechanical Technology), a developer of green data centers for cryptocurrency mining and other intensive computing, announced today that it has filed a "universal shelf" registration statement on Form S-3 with the Securities and Exchange Commission (SEC) for the registration of Common Stock, Preferred Stock, Debt Securities, Warrants, Units, and the Subscription Rights, as well as the resale of certain securities privately offered by the Company.

When declared effective by the SEC, the shelf registration statement will allow the Company to raise capital, up to an aggregate of $150.0 million, excluding the resale of certain securities privately offered by the Company. The specifics of any future offering, along with the prices and terms of any such securities and the use of proceeds of a particular offering, will be determined at the time of any such offering and will be described in a prospectus supplement filed in connection with such offering. Once declared effective by the SEC, the shelf registration statement will be in effect for three years, or such shorter period that the securities registered under the shelf registration statement have been issued or sold.

“Today’s shelf registration statement was filed in the ordinary course of business,” said Michael Toporek, Soluna’s CEO.  "Over this past year, we have been executing against an aggressive growth plan and achieved several critical milestones as we continue to build and transform our company. With the filing of this registration statement, we believe we gain important financial flexibility and access to additional forms of growth capital, especially non-dilutive instruments.”  

The registration statement on Form S-3 has been filed with the SEC but is not yet effective. Securities may not be sold nor may offers to buy such securities be accepted prior to the time that the registration statement is declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

Any offering of the securities will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering.  The Company will not receive any proceeds from any sale of securities by the selling stockholders. 

About Soluna Holdings, Inc. (formerly Mechanical Technology, Incorporated)

Soluna Holdings, Inc. (Nasdaq: SLNH) (formerly Mechanical Technology, Incorporated) is the leading developer of green data centers that convert excess renewable energy into global computing resources. Soluna builds modular, scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and machine learning. Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna's MTI Instruments division manufactures precision tools and testing equipment for electronics, aviation, automotive, power and other industries. Both Soluna and MTI Instruments use technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. Soluna’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’ 

For more information about Soluna, please visit www.solunacomputing.com or follow us on LinkedIn at linkedin.com/solunaholdings and Twitter @SolunaHoldings. 

Forward Looking Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the filing of the registration statement and its ability to provide the Company with important financial flexibility and access to additional forms of growth capital, especially non-dilutive instruments, and the successful execution of the Company's business strategy. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, the SEC declaring the registration statement effective or the Company’s ability to raise capital using the registration statement if and when it is declared effective, the Company’s ability to establish and maintain the proprietary nature of its technology through the patent process, as well as its ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's filings with the SEC, including the registration statement and its periodic reports.

Investor Relations:

Kirin Smith, President 
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com